Iowa partnerships would be allowed to change their legal form

Iowa general partnerships would be allowed to change into another legal type of organization. This covers Iowa general partnerships becoming organizations such as limited liability companies, corporations, and business trusts, under Iowa law or another jurisdiction’s law. The laws governing the resulting organization must allow the change, and the organization must follow those laws. All partners must approve a written plan unless their partnership agreement sets another approval threshold.

A partnership would file conversion papers with the Iowa secretary of state and pay a $50 filing fee. The filing papers would identify the organizations, confirm required approvals, and state the conversion date. The partnership would file after partners approve the plan. Any formation document required for the resulting organization must also be filed. The conversion would take effect when conversion papers and required formation documents are filed, or on a later date listed in the conversion papers.

The resulting organization would keep the partnership’s property and debts, and pending lawsuits could continue. If the resulting organization is formed under another jurisdiction’s law and lacks permission to do business in Iowa, it must appoint Iowa’s secretary of state to receive lawsuit papers for those obligations. General partners would remain personally responsible for partnership obligations incurred before the conversion takes effect. An organization formed under another jurisdiction’s law would accept Iowa court authority over earlier obligations that could already be sued over in Iowa. These continuity rules would apply when the conversion takes effect.