All Roll Calls
Yes: 136 • No: 0
IowaSF 246891st General Assembly (2025–2026)SenateWALLET
A bill for an act providing for the conversion of partnerships into other forms of domestic or foreign organizations, and providing for fees. (Formerly SF 2363, SSB 3160.) Effective date: 07/01/2026.
Sponsored By: COMMITTEE ON WAYS AND MEANS
Signed by Governor
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Bill Overview
Analyzed Economic Effects
4 provisions identified: 1 benefits, 1 costs, 2 mixed.
Broader options to convert partnerships
Beginning July 1, 2026, Iowa partnerships can convert into other business types, domestic or foreign, if that law allows it and the conversion complies. The law defines key terms and which records control a conversion. For LLCs, the public organic document includes the articles or certificate of organization and the operating agreement.
New $50 conversion filing fee
From July 1, 2026, you pay a $50 fee each time you file articles of conversion with the Iowa Secretary of State. Multiply $50 by the number of filings you submit.
Debts, assets, and lawsuits after conversion
Starting July 1, 2026, the converted organization is the same entity as before. All property and debts stay with it, and lawsuits can continue. Conversion does not dissolve the partnership unless you agree otherwise. General partners remain personally liable for debts from before the conversion. People outside the partnership are treated as notified 90 days after the articles take effect. A foreign converted organization accepts Iowa court power to enforce old obligations and must name the Secretary of State to receive legal papers if it is not authorized in Iowa.
Steps to convert your partnership
From July 1, 2026, you need partner approval to convert: either everyone agrees or the share named in your partnership agreement. Your plan must be written. It must name both organizations, list their types and jurisdictions, explain what partners receive, and include the new entity’s organizing papers. After approval, file articles of conversion with the Iowa Secretary of State. The filing must list both entities, the effective date under the new law, and state that required approvals happened. A conversion takes effect when all required papers are filed, or on a later date you list in the filing.
Sponsors & Cosponsors
Sponsor
COMMITTEE ON WAYS AND MEANS
Affiliation unavailable
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
House vote • 4/27/2026
Passed House
Yes: 89 • No: 0
Senate vote • 4/14/2026
Passed Senate
Yes: 47 • No: 0
Actions Timeline
Signed by Governor.
5/15/2026GovernorReported correctly enrolled, signed by President and Speaker, and sent to Governor.
5/5/2026SenateExplanation of vote.
5/1/2026legislatureMessage from House.
4/27/2026HouseImmediate message.
4/27/2026legislaturePassed House, yeas 89, nays 0.
4/27/2026HouseSubstituted for HF 2776.
4/27/2026legislatureRead first time, passed on file.
4/20/2026legislatureMessage from Senate.
4/14/2026SenateImmediate message.
4/14/2026legislaturePassed Senate, yeas 47, nays 0.
4/14/2026SenateCommittee report, approving bill.
3/12/2026legislatureIntroduced, placed on Ways and Means calendar.
3/12/2026legislature
Bill Text
As Introduced
Enrolled
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