§ 488.408 — General standards of general partner’s conduct

Iowa § 488.408

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

Text

1. The only fiduciary duties that a general partner has to the limited partnership and the
other partners are the duties of loyalty and care under subsections 2 and 3.
2. A general partner’s duty of loyalty to the limited partnership and the other partners is
limited to all of the following:
a. To account to the limited partnership and hold as trustee for it any property, profit,
or benefit derived by the general partner in the conduct and winding up of the limited
partnership’s activities or derived from a use by the general partner of limited partnership
property, including the appropriation of a limited partnership opportunity.
b. To refrain from dealing with the limited partnership in the conduct or winding up of
the limited partnership’s activities as or on behalf of a party having an interest adverse to the
limited partnership.
c. To refrain from competing with the limited partnership in the conduct or winding up of
the limited partnership’s activities.
3. A general partner’s duty of care to the limited partnership and the other partners in
the conduct and winding up of the limited partnership’s activities is limited to refraining
fromengagingingrosslynegligentorrecklessconduct, intentionalmisconduct, oraknowing
violation of law.
4. A general partner shall discharge the duties to the partnership and the other partners
under this chapter or under the partnership agreement and exercise any rights consistently
with the obligation of good faith and fair dealing.
5. A general partner does not violate a duty or obligation under this chapter or under the
partnership agreement merely because the general partner’s conduct furthers the general
partner’s own interest.