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Iowa Code Title XII. Business Entities [Chs. 486-504C] § 488.812. Disposition of assets--when contributions required

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1. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.

2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.

3. If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:

a. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 488.607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation.  The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

b. If a person does not contribute the full amount required under paragraph “a” with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph “a” on account of the obligation shall contribute the additional amount necessary to discharge the obligation.  The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.

c. If a person does not make the additional contribution required by paragraph “b”, further additional contributions are determined and due in the same manner as provided in that paragraph.

4. A person that makes an additional contribution under subsection 3, paragraph “b” or “c”, may recover from any person whose failure to contribute under subsection 3, paragraph “b” or “c”, necessitated the additional contribution.  A person shall not recover under this subsection more than the amount additionally contributed.  A person's liability under this subsection shall not exceed the amount the person failed to contribute.

5. The estate of a deceased individual is liable for the person's obligations under this section.

6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection 3.

1. The department shall either approve or deny a permit to a person applying for a permit under this chapter within six months from the date that the department receives a completed application for the permit.  An application which is not approved or denied within the six-month period shall be approved by default.  The department shall issue a permit to the applicant within ten days following the date of default approval.  However, this subsection shall not apply to applications for permits which are issued under division II or division IV, parts 2 through 5.

2. The department shall assist persons applying for assistance to establish and operate renewable fuel production facilities pursuant to section 15.335B.

3. The department may periodically forward recommendations to the commission designed to encourage the reduction of statewide greenhouse gas emissions.

4. By December 31 of each year, the department shall submit a report to the governor and the general assembly regarding the greenhouse gas emissions in the state during the previous calendar year and forecasting trends in such emissions.  The first submission by the department shall be filed by December 31, 2011, for the calendar year beginning January 1, 2010.

Cite this article: FindLaw.com - Iowa Code Title XII. Business Entities [Chs. 486-504C] § 488.812. Disposition of assets--when contributions required - last updated January 01, 2020 | https://codes.findlaw.com/ia/title-xii-business-entities-chs-486-504c/ia-code-sect-488-812.html


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