This text of Iowa § 488.1112 (Power of general partners and persons dissociated as general partners to bind organization after conversion or merger) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
organization after conversion or merger.
1. Anactofapersonthatimmediatelybeforeaconversionormergerbecameeffectivewas
a general partner in a converting or constituent limited partnership binds the converted or
survivingorganizationaftertheconversionormergerbecomeseffective,ifallofthefollowing
apply:
a. Before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 488.402.
b. At the time the third party enters into the transaction, all of the following apply to the
third party:
(1)The third party does not have notice of the conversion or merger.
(2)The third party reasonably believes that the converted or surviving business is the
converting or constituent limited partnership and that the person is a general partn
Free access — add to your briefcase to read the full text and ask questions with AI
organization after conversion or merger.
1. Anactofapersonthatimmediatelybeforeaconversionormergerbecameeffectivewas
a general partner in a converting or constituent limited partnership binds the converted or
survivingorganizationaftertheconversionormergerbecomeseffective,ifallofthefollowing
apply:
a. Before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 488.402.
b. At the time the third party enters into the transaction, all of the following apply to the
third party:
(1) The third party does not have notice of the conversion or merger.
(2) The third party reasonably believes that the converted or surviving business is the
converting or constituent limited partnership and that the person is a general partner in the
converting or constituent limited partnership.
2. An act of a person that before a conversion or merger became effective was dissociated
as a general partner from a converting or constituent limited partnership binds the converted
or surviving organization after the conversion or merger becomes effective, if all of the
following apply:
a. Before the conversion or merger became effective, the act would have bound the
converting or constituent limited partnership under section 488.402 if the person had been a
general partner.
b. At the time the third party enters into the transaction, less than two years have passed
since the person dissociated as a general partner and all of the following apply to the third
party:
(1) The third party does not have notice of the dissociation.
(2) The third party does not have notice of the conversion or merger.
(3) The third party reasonably believes that the converted or surviving organization is the
converting or constituent limited partnership and that the person is a general partner in the
converting or constituent limited partnership.
3. If a person having knowledge of the conversion or merger causes a converted or
surviving organization to incur an obligation under subsection 1 or 2, the person is liable to
either or both of the following:
a. To the converted or surviving organization for any damage caused to the organization
arising from the obligation.
b. Ifanotherpersonisliablefortheobligation, tothatotherpersonforanydamagecaused
to that other person arising from the liability.