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Iowa · Through Iowa Code 2026 edition

Iowa Code § 488.404: General partner’s liability.

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Where this section sits in the code
  1. Title XII - BUSINESS ENTITIES (Ch. 486 - 504C)
  2. Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT
  3. Article 4 - GENERAL PARTNERS

1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.

3. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 488.406, subsection 2, paragraph “b”.

Collected 2026-09-14T19:40:12Z. Source file · JSON

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