486A.1001 Statement of qualification. 1. A partnership may become a limited liability partnership pursuant to this section. 2. The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations […]
486A.1002 Name. The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. 98 Acts, ch 1201, §54, 79, 82 Referred to in §488.108, 490.401, 504.401, 504.403
486A.101 Definitions. As used in this chapter, unless the context otherwise requires: 1. “Business” includes every trade, occupation, and profession. 2. “Debtor in bankruptcy” means a person who is the subject of any of the following: a. An order for relief under Tit. 11 of the United States Code or a comparable order under a […]
486A.102 Knowledge and notice. 1. A person knows a fact if the person has actual knowledge of it. 2. A person has notice of a fact if any of the following apply: a. The person knows of it. b. The person has received a notification of it. c. The person has reason to know it […]
486A.103 Effect of partnership agreement — nonwaivable provisions. 1. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and […]
486A.104 Supplemental principles of law. 1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 2. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 535.3. 98 Acts, ch 1201, §4, 79, 82
486A.105 Execution, filing, and recording of statements. 1. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this […]
486A.105A Secretary of state — extra services — surcharge. Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II. 2021 Acts, ch 165, §254 NEW section
486A.106 Governing law. 1. Except as otherwise provided in subsection 2, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. 2. The law of this state governs relations among the partners and the partnership and the liability of […]
486A.107 Partnership subject to amendment or repeal of chapter. A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. 98 Acts, ch 1201, §7, 79, 82
486A.1101 Law governing foreign limited liability partnership. 1. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. 2. A foreign limited liability partnership may not be denied a statement of foreign […]
486A.1102 Statement of foreign qualification. 1. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain all of the following: a. The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it […]
486A.1103 Effect of failure to qualify. 1. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. 2. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification […]
486A.1104 Activities not constituting transacting business. 1. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include all of the following: a. Maintaining, defending, or settling an action or proceeding. b. Holding meetings of its partners or carrying on any other activity concerning its internal […]
486A.1105 Action by attorney general. The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. 98 Acts, ch 1201, §59, 79, 82
486A.1201 Filing requirements. 1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing. 2. The document shall be filed in the office of the secretary of state. 3. The document shall contain the information required by this chapter. […]
486A.1202 Fees. 1. The secretary of state shall collect fees for documents described in this subsection which are delivered to the secretary’s office for filing as follows: DOCUMENT FEE a. Statement of qualification $ 50 b. Statement of foreign qualification $100 c. Amendment to statement of qualification $ 20 d. Amendment to statement of foreign […]
486A.1203 Effective time and date of documents. 1. Except as provided in subsection 2 and section 486A.1204, subsection 3, a document accepted for filing is effective at the later of the following: a. At the time of filing on the date it is filed, as evidenced by the secretary of state’s date and time endorsement […]
486A.1204 Correcting filed documents. 1. A partnership may correct a document filed by the secretary of state if the document satisfies one or both of the following: a. The document contains an incorrect statement. b. The document was defectively executed, attested, sealed, verified, or acknowledged. 2. A document is corrected by complying with both of […]
486A.1205 Filing duty of secretary of state. 1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 486A.1201, the secretary of state shall file it and issue any necessary certificate. 2. The secretary of state files a document by stamping or otherwise endorsing “filed”, together […]
