§ 488.406 — Management rights of general partner

Iowa § 488.406

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

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1. Each general partner has equal rights in the management and conduct of the limited
partnership’s activities. Except as expressly provided in this chapter, any matter relating to
the activities of the limited partnership may be exclusively decided by the general partner or,
if there is more than one general partner, by a majority of the general partners.
2. The consent of each partner is necessary to do any or all of the following:
a. Amend the partnership agreement.
b. Amend the certificate of limited partnership to add or, subject to section 488.1110,
delete a statement that the limited partnership is a limited liability limited partnership.
c. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited

partnership’s property, with or without the goodwill, other than in the usual and regular
course of the limited partnership’s activities.
3. A limited partnership shall reimburse a general partner for payments made and
indemnify a general partner for liabilities incurred by the general partner in the ordinary
course of the activities of the partnership or for the preservation of its activities or property.
4. A limited partnership shall reimburse a general partner for an advance to the limited
partnership beyond the amount of capital the general partner agreed to contribute.
5. A payment or advance made by a general partner which gives rise to an obligation of
the limited partnership under subsection 3 or 4 constitutes a loan to the limited partnership
which accrues interest from the date of the payment or advance.
6. A general partner is not entitled to remuneration for services performed for the
partnership.