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STATE OF IOWA
KIM REYNOLDS
GOVERNOR
May 15, 2026
The Honorable Paul Pate
Secretary of State of Iowa
State Capitol
Des Moines, Iowa 503 1 9
Dear Mr. Secretary,
I hereby transmit:
Senate File 2468, an Act providing for the conversion of partnerships into other forms of
domestic or foreign organizations, and providing for fees.
The above Senate File is hereby approved on this date.
Sincerely,
Kimfceynoky 1
Governor of Kwer
cc: Secretaiy of the Senate
Clerk of the House
STATE CAPITOL DES MOINES, IOWA 50319 515.281.5211 WWW.GOVERNOR.IOWA.GOV
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Senate File 2468
AN ACT
PROVIDING FOR THE CONVERSION OF PARTNERSHIPS INTO OTHER FORMS OF
DOMESTIC OR FOREIGN ORGANIZATIONS, AND PROVIDING FOR FEES.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
Section 1. Section 486A.901, Code 2026, is amended by
striking the section and inserting in lieu thereof the
following :
486A.901 Definitions.
In this article:
1. "Converted organization" means the organization into
which a converting domestic partnership converts pursuant to
this article, and continues in existence after the conversion
takes effect.
2. "Converting organization" means a domestic partnership
that converts into another organization pursuant to this
article and does not continue in existence after the conversion
takes effect.
3. "Domestic" , with respect to an organization, means formed
and governed as to its internal affairs by a domestic governing
statute .
4. "Domestic governing statute" means a statute of this
state governing the formation and internal affairs of a
domestic organization, including this chapter governing a
partnership; chapter 488 governing a limited partnership,
including a limited liability limited partnership; chapter 489
governing a limited liability company; chapter 490 governing a
Senate File 2468, p. 2
business corporation; chapter 504 governing a not-for-profit
corporation; or chapter 633A governing a business trust.
5. "Foreign" , with respect to an organization, means formed
and governed as to its internal affairs by the laws of another
jurisdiction .
6. "Foreign governing statute" means a statute of another
jurisdiction governing the formation and internal affairs of
a foreign organization.
7. "General partner" means a partner in a partnership and a
general partner in a limited partnership.
8. "Governing statute" means a domestic governing statute or
foreign governing statute, including any predecessor statute.
9. "Limited partner" means a limited partner in a limited
partnership.
10. "Limited partnership" means a limited partnership formed
under chapter 488.
11. "Organization " means a partnership; limited partnership,
including a limited liability limited partnership; limited
liability company; business corporation; nonprofit corporation;
or business trust formed if the organization is formed under a
domestic governing statute or foreign governing statute; or any
other foreign organization formed under a comparable foreign
governing statute.
12. a. "Organizational document" means a public organic
document and other document or record that determines an
organization's internal governance and the relations among the
persons that own the organization, have an interest in the
organization, or are members of the organization, as provided
in its governing statute, and includes any amendment to or
restatement of that document or record.
b. "Organizational document" includes but is not limited to
the following:
(1) For a domestic general partnership, its partnership
agreement as provided in its domestic governing statute; or
for a foreign general partnership, its partnership agreement
or a comparable document as provided in its foreign governing
statute .
(2) For a domestic limited partnership, its certificate
of limited partnership as provided in its domestic governing
Senate File 2468, p. 3
statute; or for a foreign limited partnership, its certificate
of limited partnership or a comparable document as provided in
its foreign governing statute.
(3) For a domestic limited liability company, its
certificate of organization and operating agreement as provided
in its domestic governing statute; or for a foreign limited
liability company, its certificate of organization or articles
of organization, and operating agreement, or comparable records
as provided in its foreign governing statute.
(4) For a domestic business corporation, its articles
of incorporation, bylaws, and other agreements among its
shareholders authorized by its domestic governing statute, as
provided in its domestic governing statute; or for a foreign
business corporation, its articles of incorporation, bylaws,
other agreements among its shareholders authorized by its
foreign governing statute, or comparable documents as provided
in its foreign governing statute.
(5) For a domestic nonprofit corporation, its articles of
incorporation, bylaws, and other agreements among its members
authorized by its domestic governing statute, as provided in
its domestic governing statute; and for a foreign nonprofit
corporation, its articles of incorporation, bylaws, and
other agreements among its members authorized by its foreign
governing statute, or comparable records as provided in its
foreign governing statute.
(6) For a domestic business trust, its certificate of trust,
agreement of trust, or declaration of trust; and for a foreign
business trust, its certificate of trust, agreement of trust,
declaration of trust, or comparable records as provided in its
foreign governing statute.
13. "Partner" includes either a partner in a general
partnership or a general or limited partner in a limited
partnership.
14. a. "Public organic document" means a document or record
the filing of which by the secretary of state is required
to form an organization and includes any amendment to or
restatement of that document or record.
b. "Public organic document" includes but is not limited to
any of the following:
Senate File 2468, p. 4
(1) For a domestic limited partnership, a certificate
of limited partnership as provided in its domestic governing
statute; or for a foreign limited partnership, its certificate
of limited partnership or a comparable document as provided in
its foreign governing statute.
(2) For a domestic limited partnership, its certificate
of limited partnership as provided in its domestic governing
statute; or for a foreign limited partnership, its certificate
of limited partnership or a comparable document as provided in
its foreign governing statute.
(3) For a domestic limited liability company, its
certificate of organization as provided in its domestic
governing statute; or for a foreign limited liability company,
its certificate of organization or articles of organization
or comparable records as provided in its foreign governing
statute .
(4) For a domestic business corporation, its articles
of incorporation as provided in its domestic governing
statute; or for a foreign business corporation, its articles
of incorporation or comparable documents as provided in its
foreign governing statute.
(5) For a domestic nonprofit corporation, its articles of
incorporation as provided in its domestic governing statute;
and for a foreign nonprofit corporation, its articles of
incorporation or comparable records as provided in its foreign
governing statute.
(6) For a domestic business trust, its certificate of trust,
agreement of trust, or declaration of trust; and for a foreign
business trust, its certificate of trust, agreement of trust,
declaration of trust, or comparable documents as provided in
its foreign governing statute.
Sec. 2. Section 486A.902, Code 2026, is amended by striking
the section and inserting in lieu thereof the following:
486A.902 Conversion of partnership to another type of
organization.
1. A domestic partnership may be converted to another type
of domestic or foreign organization pursuant to this section
if all of the following apply:
a. The other organization's governing statute authorizes the
Senate File 2468, p. 5
conversion .
b. The conversion is not prohibited by the law of the
jurisdiction that enacted the other organization's governing
statute .
c. The other organization complies with its governing
statute in effecting the conversion.
2. A plan of conversion setting forth the terms and
conditions of the conversion of a domestic partnership to
another organization must be approved by all of the partners
or by a number or percentage specified for conversion in the
partnership agreement.
3. A plan of conversion must be in a document and must
include all of the following:
a. The name of the converting organization.
b. The name, type of organization, and jurisdiction of the
governing statute of the converted organization.
c. The terms and conditions of the conversion, including
the manner and basis for converting interests in the converting
organization into any combination of money, interests in the
converted organization, and other consideration.
d. The organizational documents of the converted
organization •
e. In addition to the requirements of paragraphs "a" through
^d", a plan of conversion may contain any other provision not
prohibited by law.
4. After the plan of conversion is approved by the partners,
the partnership shall deliver to the secretary of state for
filing articles of conversion which must include all of the
following :
a. A statement that the partnership has been converted into
another type of organization.
b. The name, type of organization of the converting
organization, and the jurisdiction of the governing statute of
the converted organization.
c. The name, type of organization of the converted
organization, and the jurisdiction of the governing statute of
the converted organization.
d. The date the conversion is effective under the governing
statute of the converted organization.
Senate File 2468, p. 6
e. A statement that the conversion was approved as required
by this chapter.
f. A statement that the conversion was approved as required
by the governing statute of the converted organization.
5. The conversion takes effect when the articles of
conversion and any public organic document required by the
converted organization's governing statute are filed or at any
later date specified in the filed articles of conversion.
6. After a conversion pursuant to this chapter, a general
partner of a converting general partnership remains liable as a
general partner for an obligation incurred by the partnership
before the conversion takes effect. A person not a partner is
deemed to have notice of a partnership's participation in a
conversion ninety days after the articles of conversion under
this section become effective.
Sec. 3. Section 486A.904, Code 2026, is amended by striking
the section and inserting in lieu thereof the following:
486A.904 Effect of conversion.
1. An organization that has been converted pursuant to this
article is for all purposes the same organization that existed
before the conversion.
2. When a conversion takes effect, all of the following
procedures apply:
a. All property owned by the converting organization remains
vested in the converted organization.
b. All debts, liabilities, and other obligations of
the converting organization continue as obligations of the
converted organization.
c. An action or proceeding pending by or against the
converting organization may be continued as if the conversion
had not occurred.
d. Except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of the converting
organization remain vested in the converted organization.
e. Except as otherwise provided in the plan of conversion,
the terms and conditions of the plan of conversion take effect.
f. Except as otherwise agreed, the conversion does not
dissolve a partnership for the purposes of article 8.
3. a. A converted foreign organization consents to the
Senate File 2468, p. 7
jurisdiction of the courts of this state to enforce any
obligation owed by the converting organization, if before the
conversion the converting organization was subject to suit in
this state on the obligation.
b. A converted foreign organization that is not authorized
to transact business in this state shall appoint the secretary
of state as its agent for service of process for purposes of
enforcing an obligation under this subsection.
Sec. 4. Section 486A.1202, subsection 1, Code 2026, is
amended by adding the following new paragraph:
NEW PARAGRAPH . Oh. Articles of conversion . $ 50
Sec. 5. Section 488.1101, subsection 9, paragraph c, Code
2026, is amended to read as follows:
c. For a domestic or foreign limited liability company, its
articl es certificate of organization and operating agreement,
or comparable records as provided in its governing statute.
-
AMY SINCLAIR PAT GRASSLEY
President of the Senate Speaker of the House
I hereby certify that this bill originated in the Senate and
is known as Senate File 2468, Ninety-first General Assembly.
Approved 2026
W. CHARLES SMITHSON
Secretary of the Senate
KIM R|^NOLDS
Governor