§ 488.1110 — Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

Iowa § 488.1110

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

Text

limited liability limited partnership status.
1. Ifapartnerofaconvertingorconstituentlimitedpartnershipwillhavepersonalliability
with respect to a converted or surviving organization, approval and amendment of a plan

of conversion or merger are ineffective without the consent of the partner, unless all of the
following apply:
a. The limited partnership’s partnership agreement provides for the approval of the
conversion or merger with the consent of fewer than all the partners.
b. The partner has consented to the provision of the partnership agreement.
2. An amendment to a certificate of limited partnership which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without the consent
of each general partner, unless all of the following apply:
a. The limited partnership’s partnership agreement provides for the amendment with the
consent of less than all the general partners.
b. Each general partner that does not consent to the amendment has consented to the
provision of the partnership agreement.
3. A partner does not give the consent required by subsection 1 or 2 merely by consenting
to a provision of the partnership agreement which permits the partnership agreement to be
amended with the consent of fewer than all the partners.