IowaIowa law allows partnerships to convert into other organization types
Iowa law allows domestic partnerships to convert into another kind of organization when its law permits the move and the partners approve a written plan.
What it does
A domestic partnership may convert into another kind of organization if the other organization’s law allows it and the partners approve a written plan.
After conversion, the organization keeps the partnership’s property and obligations, and cases involving it may continue.
Filing articles of conversion with the secretary of state costs $50.
Argument forPartnerships could change business form while keeping their property, rights, and ongoing obligations together, which may help them continue operating through the change.
Argument againstGeneral partners may still be personally liable for partnership debts from before conversion, which could limit the protection they expect from changing business forms.
More detail
A domestic partnership may convert into another type of organization. The converting organization must be a domestic partnership. The new organization may be domestic or formed under another jurisdiction’s laws. The other organization’s law must allow the conversion, and the law of the jurisdiction that governs it must not prohibit the conversion. All partners must approve the written plan unless the partnership agreement sets a different approval threshold. After approval, the partnership must file conversion papers with the secretary of state. The conversion takes effect when the required papers are filed, or on a later date stated in the filed papers.
The converted organization continues the partnership’s property, obligations, and pending cases. These effects apply when a partnership converts under this article. General partners remain liable as general partners for partnership obligations incurred before the conversion takes effect. A converted foreign organization consents to Iowa court authority over an obligation if the partnership could already be sued in Iowa over it. If the converted organization is not authorized to do business in Iowa, it must appoint the secretary of state to receive legal papers for that case. These effects apply when the conversion takes effect. People outside the partnership are treated as having notice of its participation in the conversion 90 days after the conversion papers take effect.
The secretary of state charges a $50 fee for articles of conversion. The fee applies to filing articles of conversion.
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Where it stands
- Introduced
- Passed 1st Chamber
- Passed 2nd Chamber
- To Governor
- Became Law
Looking ahead
No hearings or votes scheduled.
History
- 2026
- May 15Signed by Governor Kim Reynolds.Became Law
- May 5Reported correctly enrolled, signed by President and Speaker, and sent to Governor.To Governor
- May 1Explanation of vote.
- Apr 27Message from House.
- Vote recorded Shall the bill pass? Result: pass.Lower
- Apr 27Immediate message.
- Apr 27Passed House, yeas 89, nays 0.Passed 2nd Chamber
- Apr 27Substituted for HF 2776.
- Apr 20Read first time, passed on file.Minor
- Apr 14Message from Senate.
- Vote recorded Shall the bill pass? Result: pass.Upper
- Apr 14Immediate message.
- Apr 14Passed Senate, yeas 47, nays 0.Passed 1st Chamber
- Mar 12Committee report, approving bill.Minor
- Mar 12Introduced, placed on Ways and Means calendar.Introduced
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