2011 Iowa Code
TITLE XII BUSINESS ENTITIES
SUBTITLE 1 PARTNERSHIPS
CHAPTER 488 UNIFORM LIMITED PARTNERSHIP ACT
488.408 General standards of general partner’s conduct.

488.408 General standards of general partner s conduct.

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.

2. A general partner s duty of loyalty to the limited partnership and the other partners is limited to all of the following:

a. To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity.

b. To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership s activities as or on behalf of a party having an interest adverse to the limited partnership.

c. To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership s activities.

3. A general partner s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

4. A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

5. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner s conduct furthers the general partner s own interest.

2004 Acts, ch 1021, §42, 118

ARTICLE 5

CONTRIBUTIONS AND
DISTRIBUTIONS