Iowa Partnership Agreement

The Iowa partnership agreement enables partners to govern their for-profit partnership while defining its status (e.g., G.P., L.P., L.L.P.). Here, the partnership’s business activities, procedures, and each partner’s identity and role are agreed upon, established then executed by the partners.

Last updated February 5th, 2025

The Iowa partnership agreement enables partners to govern their for-profit partnership while defining its status (e.g., G.P., L.P., L.L.P.). Here, the partnership’s business activities, procedures, and each partner’s identity and role are agreed upon, established then executed by the partners.

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Iowa Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) There is no formal paperwork, but if the partnership operates under a name different from the partners, then it should be compliant and unique. Iowa Business Entity Search
Limited Partnership (LP) Certificate of Authority Limited Partnership – Iowa Code 488 ($100.00)
Limited Liability Partnership (LLP) Statement of Qualification of Limited Liability Partnership ($50.00)
Limited Liability Limited Partnership (LLLP) Certificate of Authority Limited Partnership – Iowa Code 488 ($100.00)

Fiduciary Duty

Duty of Loyalty:

  • Partners submit a full record of all benefits received in conducting a partnership business since they can “derive” profits and property as trustees for the partnership.[1]
  • Partners must pursue their duties with the LP’s interest in mind and thus cannot act with or on “behalf of a party” that works against the partnership. [2]
  • Partnerships, as well as the state, require that partners do not compete with business affairs and interests of their partnership. [3]

Duty of Care:

  • A general partner’s conduct can not be reckless or negligent, nor may it cause a “knowing violation of the law.”[4]

The general partners must pursue their duties with fair dealings and under an “obligation of good faith.”[5]

Partners are obligated to put the health of the partnership above their “own interest” whenever the two interests clash. [6]

Liability

A partnership’s obligations, debts, and other liabilities are generally the responsibility of “all general partners.” [7]
A partner that is newly admitted to “an exiting limited partnership” does not hold an obligation for any liabilities the partnership incurred before their admittance. [8]
Limited partnership debts and responsibilities, while operating as a limited liability partnership, remain solely the responsibility of the LLP even when “arising in contract, tort, or otherwise.”[9]

State Definitions (5)

General partner means a person that is “in a partnership” and this status is “as provided” in the partnership agreement with all partners’ consent. [10]
Limited partner means the person in the partnership agreement with this status who also has “the consent of all partners.” [11]
Limited partnership means a domestic partnership with “one or more general partners” as well as one limited partner (or more). [12]
Limited liability limited partnership means a limited partnership operating with liability protections for its partners since its certificate of limited partnership “states” that it is an LLLP or limited liability partnership. [13]
Foreign limited partnership means an out-of-state limited partnership that formed by the laws of a “jurisdiction other than Iowa” but whose status results from similar laws in the home jurisdiction for partnerships with both general and limited partners. [14]