A Foreign Limited Partnership Applying for Authority in Iowa

A partnership organized under the law of some other jurisdiction is, in Iowa's vocabulary, a foreign limited partnership. Article 9 of the Iowa Uniform Limited Partnership Act (chapter 488) lets it apply for authority to transact business by delivering an application to the Secretary of State, whose Business Services Division in Des Moines receives the filing. When the application is approved, the notice the state sends back serves as the certificate (488.904).

The home jurisdiction's law keeps governing the partners' mutual rights and each partner's exposure for partnership debts (488.901). A different Iowa rule is no reason for the state to turn down the application, and the grant adds no power that an Iowa limited partnership would not have.

Section 488.903 sets out what is not transacting business, and the verb "include" tells you the catalog is open-ended. Eleven items apply to a limited partnership:

• Litigation: keeping a case going, defending it, or settling it
• Partner meetings and similar internal matters
• Deposit and other accounts at financial institutions
• Running a transfer or registry desk for the partnership's own interests, or using trustees and depositories
• Selling through independent contractors
• Orders by mail, electronic means or agents that only become contracts upon acceptance outside Iowa
• Borrowing, lending, and taking or giving mortgages and security interests
• Collecting debts, enforcing collateral, and keeping what the partnership recovers
• Owning, without more, real or personal property
• A lone deal closed within thirty days, outside any run of look-alike deals
• Interstate commerce

Income-producing property

Subsection 2 adds a rule many partnerships care about. Owning income-producing real estate or other tangible assets located in Iowa, apart from what the list already excludes, "constitutes transacting business in this state." So the statute points two ways for a partnership holding a building. The list shelters plain ownership, while subsection 2 treats property that earns income as business. A leased building, farmland rented to a tenant or equipment that produces income in Iowa should be presumed to count unless an Iowa lawyer advises otherwise.

Subsection 3 stops the list from settling questions of process, taxation or regulation under other Iowa statutes.

A general partner signs the application, and the Secretary of State receives one copy. Iowa's charge is $100 and the check is made out to the Secretary of State. The fee schedule does not mark this filing for online submission, so plan on paper and ask the office if you hope to use Fast Track Filing. Iowa publishes no standard turnaround.

The application sets out:

• The partnership's name, plus its Iowa name if that differs
• Its home jurisdiction, the date it was organized and how long it lasts
• Where the principal office is, with street and mailing details, plus any office home law obliges it to keep
• The Iowa registered agent's name with street and mailing addresses
• The name and addresses of each general partner
• A yes-or-no box for LLLP status
• Confirmation that the home certificate is attached

Public inspection under Iowa Code chapter 22 applies to all of it.

Iowa requires it. Under section 488.902(2), the application is followed by a certificate of existence (or a record carrying equal weight) over the signature of the official keeping the partnership's public filings at home. Neither the statute nor the form says how old the certificate may be, unlike the 90-day limit on corporate certificates.

Still, a recent certificate is the safe choice. Ordering it falls to the partnership, and the home office names the price. Iowa's own certificate page explains that Iowa issues certificates of existence only for domestic entities.

Section 488.108 requires "limited partnership," "L.P." or "LP" in the name. A limited liability limited partnership instead uses the longer phrase or LLLP, and avoids LP. The name has to be distinguishable from other names in the state's records, and one that fails gets an alternate name for Iowa, which the partnership then uses here (488.905). The form's notes offer two fixes: add the missing words, or choose an available compliant name.

Registered agent

A foreign limited partnership must designate and continuously maintain an Iowa registered agent for service of process (488.114). Who qualifies is spelled out as a resident individual of Iowa or any other person authorized to do business in Iowa, which leaves room for a company. The statute says nothing on business hours. The Secretary of State's schedule lists $20 for the limited partnership statement of change that replaces an agent or updates the agent's address, and a resignation by the agent takes effect on the thirty-first day after filing.

The biennial report is due in odd-numbered years, from January 1 through April 1, beginning in the first odd-numbered year after the partnership was authorized (488.210). It carries the name, the registered office and agent, and the home jurisdiction and any alternate name. The statute leaves the report fee to the Secretary of State, and the state's fee schedule does not name one for limited partnerships, so read the amount on the report form.

Revocation is possible if a report is over sixty days late, fees stay unpaid for sixty days, no agent is maintained, or an agent change is not reported within thirty days (488.906). The effective date is set at least sixty days after notice, and the partnership can cure each listed failure before it arrives.

• Amended certificate. A change to the facts in the application requires an amended certificate of authority; the form costs $100.
• Cancellation. A notice of cancellation ends the authority, $20 (488.907).
• Farmland. If the partnership holds an interest in Iowa farmland, chapter 10B may add its own landholding reporting duty.
• Taxes. State tax accounts are a separate subject.

The consequences appear in sections 488.907 and 488.908.

• No suit. While it lacks a certificate, a foreign limited partnership cannot start or continue litigation of its own in Iowa.
• Contracts and defense. Its contracts and acts stay effective, and it may defend itself in court.
• Partners. A partner does not pick up personal liability for partnership obligations merely because the certificate is missing.
• Process. The Secretary of State is appointed to accept service for claims arising out of its Iowa business.
• Restraint. Iowa's attorney general may bring an action to restrain the business.

The chapter names no fine, late fee or back fee.

A limited partnership prepares and submits its own application, since the qualification checkout at Mainstay is built around LLCs and for-profit corporations. What Mainstay offers is its Iowa agent, priced flat at $149 per year with the same rate on renewal. That agent's Iowa address is what you put on the application, and it appears in the public record.

If a lawsuit is served on the partnership, you get a scan in your account on that same business day, free of charge. Mainstay will also scan three official letters a year without charging for it. If another agent is currently registered, Mainstay prepares the statement of change and charges only the state's $20. Service details are on the Iowa registered agent page. Mainstay does not practice law.