This 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 a new framework for defining key terms related to partnerships and conversions, such as "converted organization," "converting organization," and "organizational document." The bill outlines the requirements for a domestic partnership to convert into another type of organization, including the necessity for a plan of conversion that must be approved by the partners. The plan must detail the terms of the conversion and include the organizational documents of the new entity. Additionally, the bill mandates that articles of conversion be filed with the Secretary of State to formalize the process.

The bill also clarifies the effects of conversion, stating that upon conversion, 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 retains the provision that general partners remain liable for obligations incurred before the conversion. Furthermore, the bill adds a new fee for filing articles of conversion and updates the terminology related to the organizational documents of limited liability companies. Overall, this legislation aims to streamline the conversion process for partnerships, enhancing flexibility in organizational structure while ensuring compliance with governing statutes.

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