§ 488.102 — Definitions

Iowa § 488.102

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 488: UNIFORM LIMITED PARTNERSHIP ACT

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As used in this chapter, unless the context otherwise requires:
1. “Certificate of limited partnership” means the certificate required by section 488.201.
The term includes the certificate as amended or restated.
2. “Contribution”, except in the phrase “right of contribution”, means any benefit provided
by a person to a limited partnership in order to become a partner or in the person’s capacity
as a partner.
3. “Debtor in bankruptcy” means a person that is the subject of either of the following:
a. An order for relief under Tit. 11 of the United States Code or a comparable order under
a successor statute of general application.
b. A comparable order under federal, state, or foreign law governing insolvency.
4. “Deliver”, “delivery”, or “delivered” means any method of delivery used in conventional
commercial practice, including delivery in person, by mail, commercial delivery, and
electronic transmission.
5. “Distribution”meansatransferofmoneyorotherpropertyfromalimitedpartnershipto
a partner in the partner’s capacity as a partner or to a transferee on account of a transferable
interest owned by the transferee.
6. “Electronic transmission” or “electronically transmitted” means any process of
communication not directly involving the physical transfer of paper that is suitable for the
retention, retrieval, and reproduction of information by the recipient.
7. “Foreignlimitedliabilitylimitedpartnership”meansaforeignlimitedpartnershipwhose
general partners have limited liability for the obligations of the foreign limited partnership
under a provision similar to section 488.404, subsection 3.
8. “Foreign limited partnership” means a partnership formed under the laws of a
jurisdiction other than Iowa and required by those laws to have one or more general partners
and one or more limited partners. The term includes a foreign limited liability limited
partnership.
9. “General partner” means:
a. With respect to a limited partnership, a person that is either of the following:
(1) A person that becomes a general partner under section 488.401.
(2) A person that was a general partner in a limited partnership when the limited
partnership became subject to this chapter under section 488.1204, subsection 1 or 2.
b. With respect to a foreign limited partnership, a person that has rights, powers, and
obligations similar to those of a general partner in a limited partnership.
10. “Limited liability limited partnership”, except in the phrase “foreign limited liability
limited partnership”, means a limited partnership whose certificate of limited partnership
states that the limited partnership is a limited liability limited partnership.
11. “Limited partner” means:
a. With respect to a limited partnership, a person that is either of the following:

(1) A person that becomes a limited partner under section 488.301.
(2) A person that was a limited partner in a limited partnership when the limited
partnership became subject to this chapter under section 488.1204, subsection 1 or 2.
b. With respect to a foreign limited partnership, a person that has rights, powers, and
obligations similar to those of a limited partner in a limited partnership.
12. “Limitedpartnership”, except in the phrases “foreignlimitedpartnership” and “foreign
limited liability limited partnership”, means an entity, having one or more general partners
and one or more limited partners, which is formed under this chapter by two or more persons
or becomes subject to this chapter under article 11 or section 488.1204, subsection 1 or 2. The
term includes a limited liability limited partnership.
13. “Partner” means a limited partner or general partner.
14. “Partnership agreement” means the partners’ agreement, whether oral, implied, in a
record, or in any combination, concerning the limited partnership. The term includes the
agreement as amended.
15. “Person” means an individual, corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, or government; governmental
subdivision, agency, or instrumentality; public corporation; or any other legal or commercial
entity.
16. “Person dissociated as a general partner” means a person dissociated as a general
partner of a limited partnership.
17. “Principal office” means the office where the principal executive office of a limited
partnership or foreign limited partnership is located, whether or not the office is located in
this state.
18. “Record” means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.
19. “Registered office” means:
a. With respect to a limited partnership, the office that the limited partnership is required
to designate and maintain under section 488.114.
b. With respect to a foreign limited partnership, its principal office.
20. “Required information” means the information that a limited partnership is required
to maintain under section 488.111.
21. “Sign” means either of the following:
a. To execute or adopt a tangible symbol with the present intent to authenticate a record.
b. To attach or logically associate an electronic symbol, sound, or process to or with a
record with the present intent to authenticate the record.
22. “State” means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
of the United States.
23. “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage,
security interest, encumbrance, gift, and transfer by operation of law.
24. “Transferable interest” means a partner’s right to receive distributions.
25. “Transferee” means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a partner.