Uniform Partnership Act
Iowa · Uniform Partnership Act · §§ 486A.1001 to 486A.908 · 76 sections
Overview
The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- Iowa Code § 486A.1001Statement of qualification
- Iowa Code § 486A.1002Name
- Iowa Code § 486A.101Definitions
- Iowa Code § 486A.102Knowledge and notice
- Iowa Code § 486A.103Effect of partnership agreement — nonwaivable provisions
- Iowa Code § 486A.104Supplemental principles of law
- Iowa Code § 486A.105Execution, filing, and recording of statements
- Iowa Code § 486A.105ASecretary of state — extra services — surcharge
- Iowa Code § 486A.106Governing law
- Iowa Code § 486A.107Partnership subject to amendment or repeal of chapter
- Iowa Code § 486A.1101Law governing foreign limited liability partnership
- Iowa Code § 486A.1102Statement of foreign qualification
- Iowa Code § 486A.1103Effect of failure to qualify
- Iowa Code § 486A.1104Activities not constituting transacting business
- Iowa Code § 486A.1105Action by attorney general
- Iowa Code § 486A.1201Filing requirements
- Iowa Code § 486A.1202Fees
- Iowa Code § 486A.1203Effective time and date of documents
- Iowa Code § 486A.1204Correcting filed documents
- Iowa Code § 486A.1205Filing duty of secretary of state
- Iowa Code § 486A.1206Appeal from secretary of state’s refusal to file document
- Iowa Code § 486A.1207Evidentiary effect of copy of filed document
- Iowa Code § 486A.1208Certificates issued by secretary of state
- Iowa Code § 486A.1209Penalty for signing false document
- Iowa Code § 486A.1210Secretary of state powers
- Iowa Code § 486A.1211Registered office and registered agent
- Iowa Code § 486A.1212Change of registered office or registered agent
- Iowa Code § 486A.1213Resignation of registered agent
- Iowa Code § 486A.1214Service on partnership
- Iowa Code § 486A.1301Uniformity of application and construction
- Iowa Code § 486A.1302Short title
- Iowa Code § 486A.201Partnership as entity
- Iowa Code § 486A.202Formation of partnership
- Iowa Code § 486A.203Partnership property
- Iowa Code § 486A.204When property is partnership property
- Iowa Code § 486A.301Partner agent of partnership
- Iowa Code § 486A.302Transfer of partnership property
- Iowa Code § 486A.303Statement of partnership authority
- Iowa Code § 486A.304Statement of denial
- Iowa Code § 486A.305Partnership liable for partner’s actionable conduct
- Iowa Code § 486A.306Partner’s liability
- Iowa Code § 486A.307Actions by and against partnership and partners
- Iowa Code § 486A.308Liability of purported partner
- Iowa Code § 486A.401Partner’s rights and duties
- Iowa Code § 486A.402Distributions in kind
- Iowa Code § 486A.403Partner’s rights and duties with respect to information
- Iowa Code § 486A.404General standards of partner’s conduct
- Iowa Code § 486A.405Actions by partnership and partners
- Iowa Code § 486A.406Continuation of partnership beyond definite term or particular undertaking
- Iowa Code § 486A.501Partner not co-owner of partnership property
- Iowa Code § 486A.502Partner’s transferable interest in partnership
- Iowa Code § 486A.503Transfer of partner’s transferable interest
- Iowa Code § 486A.504Partner’s transferable interest subject to charging order
- Iowa Code § 486A.601Events causing partner’s dissociation
- Iowa Code § 486A.602Partner’s power to dissociate — wrongful dissociation
- Iowa Code § 486A.603Effect of partner’s dissociation
- Iowa Code § 486A.701Purchase of dissociated partner’s interest
- Iowa Code § 486A.702Dissociated partner’s power to bind and liability to partnership
- Iowa Code § 486A.703Dissociated partner’s liability to other persons
- Iowa Code § 486A.704Statement of dissociation
- Iowa Code § 486A.705Continued use of partnership name
- Iowa Code § 486A.801Events causing dissolution and winding up of partnership business
- Iowa Code § 486A.802Partnership continues after dissolution
- Iowa Code § 486A.803Right to wind up partnership business
- Iowa Code § 486A.804Partner’s power to bind partnership after dissolution
- Iowa Code § 486A.805Statement of dissolution
- Iowa Code § 486A.806Partner’s liability to other partners after dissolution
- Iowa Code § 486A.807Settlement of accounts and contributions among partners
- Iowa Code § 486A.901Definitions
- Iowa Code § 486A.902Conversion of partnership to limited partnership
- Iowa Code § 486A.903Conversion of limited partnership to partnership
- Iowa Code § 486A.904Effect of conversion — entity unchanged
- Iowa Code § 486A.905Merger of partnerships
- Iowa Code § 486A.906Effect of merger
- Iowa Code § 486A.907Statement of merger
- Iowa Code § 486A.908Nonexclusive
Enacted in other states
Alaska, Arkansas, California, Colorado, Connecticut, District of Columbia, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming
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