Iowa Code 488.605 – Effect of dissociation as general partner
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1. Upon a person‘s dissociation as a general partner, all of the following apply:
a. The person’s right to participate as a general partner in the management and conduct of the partnership‘s activities terminates.
b. The person’s duty of loyalty as a general partner under section 488.408, subsection 2, paragraph “c”, terminates.
c. The person’s duty of loyalty as a general partner under section 488.408, subsection 2, paragraphs “a” and “b”, and duty of care under section 488.408, subsection 3, continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner.
d. The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.
e. Subject to section 488.704 and article 11, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.
Terms Used In Iowa Code 488.605
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of limited partnership: means the certificate required by section 488. See Iowa Code 488.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- General partner: means :a. See Iowa Code 488.102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited partner or general partner. See Iowa Code 488.102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Iowa Code 488.102
- Sign: means either of the following:
a. See Iowa Code 488.102- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
- Transferable interest: means a partner's right to receive distributions. See Iowa Code 488.102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Iowa Code 488.102
2. A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.