§ 488.103 — Knowledge and notice

Iowa § 488.103

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

Text

1. A person knows a fact if the person has actual knowledge of it.
2. A person has notice of a fact if any of the following apply:
a. The person knows of it.
b. The person has received a notification of it.
c. The person has reason to know it exists from all of the facts known to the person at the
time in question.
d. The person has notice of it under subsection 3 or 4.
3. A certificate of limited partnership on file in the office of the secretary of state is notice

that the partnership is a limited partnership and the persons designated in the certificate as
general partners are general partners. Except as otherwise provided in subsection 4, the
certificate is not notice of any other fact.
4. A person has notice of any of the following:
a. Another person’s dissociation as a general partner, ninety days after the effective date
of an amendment to the certificate of limited partnership which states that the other person
hasdissociated,orninetydaysaftertheeffectivedateofastatementofdissociationpertaining
to the other person, whichever occurs first.
b. A limited partnership’s dissolution, ninety days after the effective date of an
amendment to the certificate of limited partnership stating that the limited partnership is
dissolved.
c. A limited partnership’s termination, ninety days after the effective date of a statement
of termination.
d. A limited partnership’s conversion under article 11, ninety days after the effective date
of the articles of conversion.
e. A merger under article 11, ninety days after the effective date of the articles of merger.
5. A person notifies or gives a notification to another person by taking steps reasonably
requiredtoinformtheotherpersoninordinarycourse,whetherornottheotherpersonlearns
of it.
6. A person receives a notification when either of the following applies:
a. Notification comes to the person’s attention.
b. Notification is delivered at the person’s place of business or at any other place held out
by the person as a place for receiving communications.
7. Except as otherwise provided in subsection 8, a person other than an individual
knows, has notice, or receives a notification of a fact for purposes of a particular transaction
when the individual conducting the transaction for the person knows, has notice, or receives
a notification of the fact, or in any event when the fact would have been brought to the
individual’s attention if the person had exercised reasonable diligence. A person other than
an individual exercises reasonable diligence if the person maintains reasonable routines
for communicating significant information to the individual conducting the transaction for
the person and there is reasonable compliance with the routines. Reasonable diligence
does not require an individual acting for the person to communicate information unless the
communication is part of the individual’s regular duties or the individual has reason to know
of the transaction and that the transaction would be materially affected by the information.
8. A general partner’s knowledge, notice, or receipt of a notification of a fact relating to
the limited partnership is effective immediately as knowledge of, notice to, or receipt of a
notificationbythelimitedpartnership, exceptinthecaseofafraudonthelimitedpartnership
committed by or with the consent of the general partner. A limited partner’s knowledge,
notice, or receipt of a notification of a fact relating to the limited partnership is not effective
as knowledge of, notice to, or receipt of a notification by the limited partnership.