Bill Text: IA HF2647 | 2023-2024 | 90th General Assembly | Enrolled
Bill Title: A bill for an act providing for limited liability companies, providing for fees, and including effective date provisions. (Formerly HF 2582, HSB 659.) Effective date: 05/01/2024.
Spectrum: Committee Bill
Status: (Passed) 2024-05-01 - Signed by Governor. H.J. 939. [HF2647 Detail]
Download: Iowa-2023-HF2647-Enrolled.html
House
File
2647
-
Enrolled
House
File
2647
AN
ACT
PROVIDING
FOR
LIMITED
LIABILITY
COMPANIES,
PROVIDING
FOR
FEES,
AND
INCLUDING
EFFECTIVE
DATE
PROVISIONS.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
Section
1.
Section
489.102,
subsection
13,
Code
2024,
is
amended
to
read
as
follows:
13.
“Limited
liability
company”
,
except
in
the
phrase
“foreign
limited
liability
company”
,
and
in
subchapter
X
means
an
entity
formed
under
this
chapter
or
which
becomes
subject
to
this
chapter
under
subchapter
X
or
section
489.110
489.1207
.
Sec.
2.
Section
489.103,
subsection
4,
paragraph
b,
subparagraph
(3),
Code
2024,
is
amended
to
read
as
follows:
(3)
The
limited
liability
company’s
participation
in
a
merger,
interest
exchange,
conversion,
or
domestication,
ninety
days
after
articles
the
statement
of
merger,
interest
exchange,
conversion,
or
domestication
under
subchapter
X
become
effective.
Sec.
3.
Section
489.109,
subsection
2,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
Delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.116
,
an
amendment
to
the
certificate
under
section
489.202
,
a
statement
of
correction
under
section
489.209
,
a
biennial
report
under
section
489.211A
489.212
,
a
statement
of
withdrawal
or
a
statement
of
rescission
under
section
489.703
,
or
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6).
House
File
2647,
p.
2
Sec.
4.
Section
489.116,
subsection
2,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
A
similar
filing
changing
the
registered
agent
or
registered
office
address
of
the
registered
agent
,
if
any,
of
the
limited
liability
company
in
any
other
jurisdiction.
Sec.
5.
Section
489.119,
subsection
2,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
If
a
limited
liability
company
or
registered
foreign
limited
liability
company
ceases
to
have
a
registered
agent,
or
if
its
registered
agent
cannot
with
reasonable
diligence
be
served,
the
limited
liability
company
or
registered
foreign
limited
liability
company
may
be
served
by
registered
or
certified
mail,
return
receipt
requested,
or
by
similar
commercial
delivery
service,
addressed
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
its
principal
office.
The
address
of
the
principal
office
must
be
as
shown
on
the
limited
liability
company’s
or
registered
foreign
limited
liability
company’s
most
recent
biennial
report
filed
with
the
secretary
of
state
pursuant
to
section
489.211A
489.212
.
Service
is
effected
under
this
subsection
on
the
earliest
of
any
of
the
following:
Sec.
6.
Section
489.122,
subsection
1,
paragraphs
b,
g,
l,
and
s,
Code
2024,
are
amended
to
read
as
follows:
b.
Statement
of
withdrawal
under
section
489.208,
subsection
1
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
g.
Statement
of
change
of
registered
agent
or
address
of
the
registered
office
agent
or
both
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
l.
Articles
Statement
of
merger
or
interest
exchange
.
$
50
s.
Statement
of
cancellation
withdrawal
under
section
489.907
or
section
489.909,
subsection
1
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
Sec.
7.
Section
489.122,
subsection
1,
Code
2024,
is
amended
by
adding
the
following
new
paragraphs:
NEW
PARAGRAPH
.
0m.
Statement
of
domestication
.
.
.
$
50
NEW
PARAGRAPH
.
00m.
Statement
of
conversion
.
.
.
.
.
$
50
Sec.
8.
Section
489.122,
subsection
4,
Code
2024,
is
amended
to
read
as
follows:
4.
The
secretary
of
state
may
impose,
assess,
and
collect
a
filing
fee
as
a
condition
to
accepting
a
biennial
report
as
provided
in
section
489.211A
489.212
.
House
File
2647,
p.
3
Sec.
9.
Section
489.206,
subsection
6,
paragraph
f,
Code
2024,
is
amended
to
read
as
follows:
f.
The
biennial
report
required
by
section
489.211A
489.212
.
Sec.
10.
Section
489.211,
subsection
2,
paragraph
e,
Code
2024,
is
amended
to
read
as
follows:
e.
That
the
most
recent
biennial
report
required
by
section
489.211A
489.212
has
been
delivered
to
the
secretary
of
state
for
filing.
Sec.
11.
Section
489.211A,
subsection
1,
paragraphs
b
and
d,
Code
2024,
are
amended
to
read
as
follows:
b.
The
name
of
the
registered
agent
and
street
address
of
the
company’s
registered
office,
the
name
of
its
registered
agent
at
that
office
,
and
the
consent
of
any
new
registered
agent.
d.
In
the
case
of
a
foreign
limited
liability
company,
the
state
or
other
jurisdiction
under
whose
law
the
foreign
company
is
formed
and
any
alternate
name
adopted
under
section
489.805
489.906
,
subsection
1.
Sec.
12.
Section
489.211A,
subsection
5,
Code
2024,
is
amended
to
read
as
follows:
5.
The
secretary
of
state
may
provide
for
the
change
of
registered
office
agent
or
address
of
the
registered
agent
on
the
form
prescribed
by
the
secretary
of
state
for
the
biennial
report,
provided
that
the
form
contains
the
information
required
in
section
489.116
.
If
the
secretary
of
state
determines
that
a
biennial
report
does
not
contain
the
information
required
in
this
section
but
otherwise
meets
the
requirements
of
section
489.116
for
the
purpose
of
changing
the
registered
office
or
registered
agent,
the
secretary
of
state
shall
file
the
statement
of
change
for
the
registered
office
agent
or
address
of
the
registered
agent,
effective
as
provided
in
section
489.207,
subsection
3
,
before
returning
the
biennial
report
to
the
limited
liability
company
as
provided
in
this
section
.
A
statement
of
change
of
registered
office
agent
or
address
of
the
registered
agent
accomplished
pursuant
to
this
subsection
shall
be
executed
by
a
person
authorized
to
execute
the
biennial
report.
Sec.
13.
Section
489.302,
subsection
10,
Code
2024,
is
amended
to
read
as
follows:
House
File
2647,
p.
4
10.
A
statement
of
authority
filed
by
the
secretary
of
state
under
section
489.207
489.206
,
subsection
1,
is
effective
until
amended
or
canceled
as
provided
in
subsection
2
,
unless
an
earlier
cancellation
date
is
specified
in
the
statement.
Sec.
14.
Section
489.708,
subsections
2
and
4,
Code
2024,
are
amended
to
read
as
follows:
2.
The
limited
liability
company
does
not
deliver
its
biennial
report
required
by
section
489.211A
489.212
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
4.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
limited
liability
company’s
registered
agent
or
place
of
business
of
the
registered
agent
has
been
changed,
or
that
its
registered
agent
has
resigned,
or
that
its
the
address
of
the
registered
office
agent
has
been
discontinued.
Sec.
15.
Section
489.710,
subsection
1,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
A
limited
liability
company
administratively
dissolved
under
section
489.708
489.709
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
application
must
meet
all
of
the
following
requirements:
Sec.
16.
Section
489.711,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
The
limited
liability
company
may
appeal
the
denial
of
reinstatement
to
the
district
court
of
the
county
where
the
company’s
principal
office
or,
if
none
in
this
state,
where
its
registered
office
agent
is
located
within
thirty
days
after
service
of
the
notice
of
denial
is
effected.
The
company
appeals
by
petitioning
the
court
to
set
aside
the
dissolution
and
attaching
to
the
petition
copies
of
the
secretary
of
state’s
certificate
of
dissolution,
the
company’s
application
for
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
Sec.
17.
Section
489.804,
Code
2024,
is
amended
to
read
as
follows:
489.804
Pleading.
In
a
derivative
action
under
section
489.802
,
the
complaint
must
state
with
particularity
any
of
the
following:
1.
The
the
date
and
content
of
the
plaintiff’s
demand
and
House
File
2647,
p.
5
the
response
to
the
demand
by
the
managers
or
other
members.
2.
Why
demand
should
be
excused
as
futile.
Sec.
18.
Section
489.911,
subsection
1,
paragraph
d,
Code
2024,
is
amended
to
read
as
follows:
d.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
foreign
limited
liability
company’s
registered
agent
or
the
registered
agent’s
place
of
business
has
been
changed,
that
its
registered
agent
has
resigned,
or
that
its
the
address
of
the
registered
office
agent
has
been
discontinued.
Sec.
19.
Section
489.1005,
subsection
2,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
The
address
of
the
registered
office
agent
of
any
entity.
Sec.
20.
Section
489.1207,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
A
limited
liability
company
that
has
published
notice
of
its
dissolution
and
requested
persons
having
claims
against
the
limited
liability
company
to
present
them
in
accordance
with
the
notice
pursuant
to
section
489.704
489.705
as
that
section
existed
immediately
prior
to
January
1,
2024,
shall
be
subject
to
the
requirements
set
forth
in
that
section
as
it
existed
immediately
prior
to
January
1,
2024,
including
the
right
of
a
claim
by
a
person
that
is
commenced
within
five
years
after
publication
of
the
notice.
Sec.
21.
Section
489.1036,
subsection
1,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
The
interests
in
the
acquired
limited
liability
company
which
are
the
subject
of
the
interest
exchange
are
converted,
and
the
members
holding
those
interests
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
interest
exchange
and
to
any
appraisal
rights
they
have
under
section
486.1006
489.1006
.
Sec.
22.
Section
489.14201,
subsections
3
and
4,
Code
2024,
are
amended
to
read
as
follows:
3.
A
protected
series
is
established
when
the
protected
series
designation
takes
effect
under
section
489.205
489.207
.
4.
To
amend
a
protected
series
designation,
a
series
limited
liability
company
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
change,
signed
by
the
House
File
2647,
p.
6
company,
that
changes
the
name
of
the
company,
the
name
of
the
protected
series
to
which
the
designation
applies,
or
both.
The
change
takes
effect
when
the
statement
of
designation
change
takes
effect
under
section
489.205
489.207
.
Sec.
23.
Section
489.14205,
subsection
1,
paragraph
a,
subparagraph
(2),
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
The
company
has
delivered
to
the
secretary
of
state
for
filing
the
most
recent
biennial
report
required
by
section
489.211A
489.212
and
the
report
includes
the
name
of
the
protected
series,
unless
any
of
the
following
applies:
Sec.
24.
Section
489.14206,
subsection
1,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
In
the
biennial
report
required
by
section
489.211A
489.212
,
a
series
limited
liability
company
shall
include
the
name
of
each
protected
series
of
the
company
for
which
all
of
the
following
apply:
Sec.
25.
Section
489.14604,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
A
series
limited
liability
company
may
be
party
to
a
merger
in
accordance
with
sections
489.1001
through
489.1005
subchapter
X,
parts
1
and
2
,
this
section
,
and
sections
489.14605
through
489.14608
only
if
all
of
the
following
apply:
Sec.
26.
Section
489.14605,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
Comply
with
section
489.1002
subchapter
X,
parts
1
and
2
.
Sec.
27.
Section
489.14606,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
In
a
merger
under
section
489.14604
,
the
articles
statement
of
merger
must
do
all
of
the
following:
Sec.
28.
Section
489.14606,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
Comply
with
section
489.1004
subchapter
X,
parts
1
and
2
.
Sec.
29.
Section
489.14607,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
When
a
merger
under
section
489.14604
becomes
effective,
in
addition
to
the
effects
stated
in
section
489.1005
489.1026
,
all
of
the
following
apply:
Sec.
30.
CODE
EDITOR
DIRECTIVE.
House
File
2647,
p.
7
1.
The
Code
editor
is
directed
to
make
the
following
transfer:
Section
489.211A
to
section
489.212.
2.
The
Code
editor
shall
correct
internal
references
in
the
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
enactment
of
this
section.
Sec.
31.
EFFECTIVE
DATE.
This
Act,
being
deemed
of
immediate
importance,
takes
effect
upon
enactment.
______________________________
PAT
GRASSLEY
Speaker
of
the
House
______________________________
AMY
SINCLAIR
President
of
the
Senate
I
hereby
certify
that
this
bill
originated
in
the
House
and
is
known
as
House
File
2647,
Ninetieth
General
Assembly.
______________________________
MEGHAN
NELSON
Chief
Clerk
of
the
House
Approved
_______________,
2024
______________________________
KIM
REYNOLDS
Governor