The bill amends the Uniform Partnership Act in Iowa to facilitate the conversion of domestic partnerships into various forms of domestic or foreign organizations. It introduces new definitions, such as "converted organization" and "converting organization," and outlines the requirements for a partnership to convert into another type of organization. The conversion process requires a plan that must be approved by all partners or a specified percentage in the partnership agreement. The plan must include details such as the name and type of the converted organization, the terms of conversion, and the organizational documents of the new entity. Once approved, the partnership must file articles of conversion with the Secretary of State, which will take effect upon filing or at a later specified date.

Additionally, the bill clarifies the effects of conversion, stating that all property and obligations of the converting organization will transfer to the converted organization, and any pending legal actions will continue as if the conversion had not occurred. It also establishes that a converted foreign organization consents to the jurisdiction of Iowa courts for obligations incurred prior to conversion and must appoint the Secretary of State as its agent for service of process if it is not authorized to do business in Iowa. The bill also introduces a new fee for articles of conversion and updates the terminology regarding the organizational documents of limited liability companies.

Statutes affected:
Introduced: 486A.901, 486A.902, 486A.904, 486A.1202, 488.1101