§ 488.601 — Dissociation as limited partner

Iowa § 488.601

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

Text

1. A person does not have a right to dissociate as a limited partner before the termination
of the limited partnership.
2. A person is dissociated from a limited partnership as a limited partner upon the
occurrence of any of the following events:
a. The limited partnership’s having notice of the person’s express will to withdraw as a
limited partner or on a later date specified by the person.
b. An event agreed to in the partnership agreement as causing the person’s dissociation
as a limited partner.
c. The person’s expulsion as a limited partner pursuant to the partnership agreement.

d. The person’s expulsion as a limited partner by the unanimous consent of the other
partners if any of the following apply:
(1) Itisunlawfultocarryonthelimitedpartnership’sactivitieswiththepersonasalimited
partner.
(2) There has been a transfer of all of the person’s transferable interest in the limited
partnership,otherthanatransferforsecuritypurposes,oracourtorderchargingtheperson’s
interest, which has not been foreclosed.
(3) The person is a corporation and, within ninety days after the limited partnership
notifies the person that it will be expelled as a limited partner because it has filed a certificate
of dissolution or the equivalent, its charter has been revoked, or its right to conduct business
has been suspended by the jurisdiction of its incorporation, there is no revocation of the
certificate of dissolution or no reinstatement of its charter or its right to conduct business.
(4) The person is a limited liability company or partnership that has been dissolved and
whose business is being wound up.
e. On application by the limited partnership, the person’s expulsion as a limited partner
by judicial order because of any of the following:
(1) The person engaged in wrongful conduct that adversely and materially affected the
limited partnership’s activities.
(2) The person willfully or persistently committed a material breach of the partnership
agreementoroftheobligationofgoodfaithandfairdealingundersection488.305,subsection
2.
(3) The person engaged in conduct relating to the limited partnership’s activities which
makes it not reasonably practicable to carry on the activities with the person as limited
partner.
f. In the case of a person who is an individual, the person’s death.
g. In the case of a person that is a trust or is acting as a limited partner by virtue of
being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited
partnership, but not merely by reason of the substitution of a successor trustee.
h. In the case of a person that is an estate or is acting as a limited partner by virtue of
being a personal representative of an estate, distribution of the estate’s entire transferable
interest in the limited partnership, but not merely by reason of the substitution of a successor
personal representative.
i. Termination of a limited partner that is not an individual, partnership, limited liability
company, corporation, trust, or estate.
j. The limited partnership’s participation in a conversion or merger under article 11, if
either of the following applies:
(1) The limited partnership is not the converted or surviving entity.
(2) The limited partnership is the converted or surviving entity but, as a result of the
conversion or merger, the person ceases to be a limited partner.