Bill Text: IA HF566 | 2013-2014 | 85th General Assembly | Amended
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: A bill for an act to establish requirements relating to the transfer of an interest in real estate by or on behalf of certain entities formed or organized on a profit, cooperative, or not-for-profit basis, and including warranties and a limitation on actions. (Formerly HSB 208) Effective 7-1-13.
Spectrum: Committee Bill
Status: (Passed) 2013-12-31 - END OF 2013 ACTIONS [HF566 Detail]
Download: Iowa-2013-HF566-Amended.html
Bill Title: A bill for an act to establish requirements relating to the transfer of an interest in real estate by or on behalf of certain entities formed or organized on a profit, cooperative, or not-for-profit basis, and including warranties and a limitation on actions. (Formerly HSB 208) Effective 7-1-13.
Spectrum: Committee Bill
Status: (Passed) 2013-12-31 - END OF 2013 ACTIONS [HF566 Detail]
Download: Iowa-2013-HF566-Amended.html
House
File
566
-
Reprinted
HOUSE
FILE
566
BY
COMMITTEE
ON
JUDICIARY
(SUCCESSOR
TO
HSB
208)
(As
Amended
and
Passed
by
the
House
April
2,
2013
)
A
BILL
FOR
An
Act
to
establish
requirements
relating
to
the
transfer
1
of
an
interest
in
real
estate
by
or
on
behalf
of
certain
2
entities
formed
or
organized
on
a
profit,
cooperative,
3
or
not-for-profit
basis,
and
including
warranties
and
a
4
limitation
on
actions.
5
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
6
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DIVISION
I
1
STATEMENT
OF
AUTHORITY
2
Section
1.
Section
486A.303,
subsection
7,
Code
2013,
is
3
amended
to
read
as
follows:
4
7.
Unless
earlier
canceled,
a
filed
A
statement
of
5
partnership
authority
is
canceled
by
operation
of
law
five
6
years
after
the
date
on
which
the
statement,
or
the
most
7
recent
amendment,
was
filed
with
by
the
secretary
of
state
8
is
effective
until
amended
or
canceled,
unless
an
earlier
9
cancellation
date
is
specified
in
the
statement
.
10
Sec.
2.
Section
489.302,
subsection
10,
Code
2013,
is
11
amended
to
read
as
follows:
12
10.
Unless
earlier
canceled,
an
effective
A
statement
of
13
authority
is
canceled
by
operation
of
law
five
years
after
the
14
date
on
which
the
statement,
or
its
most
recent
amendment,
15
becomes
effective
filed
by
the
secretary
of
state
under
section
16
489.205,
subsection
1,
is
effective
until
amended
or
canceled
17
as
provided
in
subsection
2,
unless
an
earlier
cancellation
18
date
is
specified
in
the
statement
.
This
cancellation
operates
19
without
need
for
any
recording
under
subsection
6
or
7
.
20
Sec.
3.
Section
501B.7,
subsection
7,
Code
2013,
is
amended
21
to
read
as
follows:
22
7.
Unless
canceled
earlier,
a
filed
A
statement
of
authority
23
and
its
most
recent
amendment
expire
five
years
after
the
24
date
of
the
most
recent
filing
filed
by
the
county
recorder
25
as
provided
in
subsection
2
is
effective
until
amended
or
26
canceled,
unless
an
earlier
cancellation
date
is
specified
in
27
the
statement
.
28
DIVISION
II
29
LIMITED
LIABILITY
COMPANIES
30
Sec.
4.
NEW
SECTION
.
489.407A
Real
estate
interest
31
transferred
by
limited
liability
company
or
foreign
limited
32
liability
company.
33
1.
A
transfer
of
an
interest
in
real
estate
situated
in
this
34
state
held
by
a
limited
liability
company
or
a
foreign
limited
35
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liability
company
authorized
to
transact
business
in
this
state
1
is
subject
to
the
provisions
of
this
section.
2
2.
a.
In
a
member-managed
company,
a
transfer
of
an
3
interest
in
real
estate
held
by
the
company
may
be
undertaken
4
by
any
of
the
following:
5
(1)
As
provided
in
the
operating
agreement,
or
if
the
6
operating
agreement
does
not
so
provide,
only
with
the
consent
7
of
all
members.
8
(2)
As
provided
in
a
statement
of
authority
filed
by
the
9
company
with
the
secretary
of
state
and
the
recorder
of
the
10
county
where
the
real
estate
is
situated
pursuant
to
section
11
489.302.
12
b.
A
requirement
of
paragraph
“a”
is
applicable
to
every
13
transfer
of
an
interest
in
real
estate
situated
in
this
state
14
held
by
a
member-managed
company,
whether
or
not
the
transfer
15
is
in
the
ordinary
course
of
the
company’s
business.
16
3.
a.
In
a
manager-managed
company,
a
transfer
of
an
17
interest
in
real
estate
held
by
the
company
may
be
undertaken
18
by
any
of
the
following:
19
(1)
As
provided
in
the
operating
agreement,
or
if
the
20
operating
agreement
does
not
so
provide,
only
with
the
consent
21
of
a
majority
of
all
managers.
22
(2)
As
provided
in
a
statement
of
authority
filed
by
the
23
company
with
the
secretary
of
state
and
the
recorder
of
the
24
county
where
the
real
estate
is
situated
pursuant
to
section
25
489.302.
26
b.
A
requirement
in
paragraph
“a”
is
applicable
to
every
27
transfer
of
an
interest
in
real
estate
situated
in
this
state
28
held
by
a
manager-managed
limited
liability
company,
whether
29
or
not
the
transfer
is
in
the
ordinary
course
of
the
company’s
30
business.
31
DIVISION
III
32
TRANSFERS
BY
ENTITIES
——
WARRANTY
AND
STATUTE
OF
LIMITATIONS
33
Sec.
5.
NEW
SECTION
.
558.72
Real
estate
transfers
by
34
certain
entities.
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1.
As
used
in
this
section,
unless
the
context
otherwise
1
requires:
2
a.
“Entity”
means
any
of
the
following:
3
(1)
A
partnership,
limited
liability
partnership,
or
4
foreign
limited
liability
partnership
as
provided
in
chapter
5
486A.
6
(2)
A
limited
partnership,
foreign
limited
partnership,
7
limited
liability
limited
partnership,
or
foreign
limited
8
liability
limited
partnership
as
provided
in
chapter
488.
9
(3)
A
limited
liability
company
or
foreign
limited
10
liability
company
as
provided
in
chapter
489.
11
(4)
A
corporation
or
foreign
corporation
as
provided
in
12
chapter
490
or
a
nonprofit
corporation
or
foreign
nonprofit
13
corporation
as
provided
in
chapter
504.
14
(5)
A
cooperative
association
as
provided
in
chapter
497
15
or
498;
an
association,
corporation,
or
foreign
corporation
16
as
provided
in
chapter
499;
a
cooperative
as
provided
in
17
chapter
499A;
a
cooperative
as
provided
in
chapter
501;
or
a
18
cooperative
or
foreign
cooperative
as
provided
in
chapter
501A.
19
(6)
An
unincorporated
nonprofit
association
as
provided
in
20
chapter
501B.
21
b.
“Instrument
transferring
an
interest
in
real
estate”
means
22
a
deed,
real
estate
contract,
lease,
easement,
mortgage,
deed
23
of
trust,
or
any
other
instrument
used
to
effect
the
transfer
24
of
an
interest
in
real
estate
situated
in
this
state
by
any
act
25
to
sell,
transfer,
convey,
assign,
lease,
mortgage,
or
encumber
26
the
interest
in
the
real
estate.
27
2.
An
instrument
transferring
an
interest
in
real
estate
28
situated
in
this
state
by
an
entity,
unless
clearly
and
29
conspicuously
provided
to
the
contrary
in
the
instrument,
30
includes
a
warranty
to
the
transferee
by
the
person
executing
31
the
instrument
of
all
of
the
following:
32
a.
That
the
transferor
entity
is
in
existence
at
the
time
of
33
the
transfer.
34
b.
That
the
person
executing
the
instrument
has
been
duly
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authorized
by
the
transferor
entity
to
execute
the
instrument
1
on
behalf
of
the
entity.
2
c.
That
the
person
executing
the
instrument
has
the
legal
3
capacity
to
execute
the
instrument.
4
d.
That
the
person
knows
of
no
facts
or
legal
claims
that
5
might
impair
the
validity
of
the
transfer,
including
whether
6
the
instrument
was
given
in
the
ordinary
course
of
business.
7
3.
An
action
to
invalidate
a
transfer
of
real
estate
by
deed
8
or
real
estate
contract
by
an
entity
shall
be
subject
to
the
9
time
limitations
set
forth
in
section
614.14A.
10
Sec.
6.
NEW
SECTION
.
614.14A
Real
estate
interests
11
transferred
by
entities.
12
1.
As
used
in
this
section,
unless
the
context
otherwise
13
requires:
14
a.
(1)
“Adverse
claim”
means
a
claim
that
the
transfer
15
of
an
interest
in
real
estate
to
a
transferee
is
invalid
and
16
should
be
set
aside
based
on
an
allegation
that
the
execution
17
and
delivery
of
a
deed
or
real
estate
contract
was
not
18
authorized
by
the
entity.
19
(2)
“Adverse
claim”
does
not
include
a
claim
that
a
deed
or
20
real
estate
contract
purports
to
transfer
a
greater
interest
21
than
the
entity
legally
could
transfer.
22
b.
“Entity”
means
the
same
as
defined
in
section
558.72.
23
2.
A
transfer
of
an
interest
in
real
estate
situated
in
this
24
state
by
an
entity
by
a
deed
or
real
estate
contract
is
subject
25
to
the
provisions
of
this
section.
26
3.
a.
With
regard
to
any
deed
or
real
estate
contract
27
executed
by
an
entity
and
filed
of
record
with
the
recorder
28
of
the
county
in
which
the
real
estate
is
situated,
which
is
29
recorded
prior
to
the
effective
date
of
this
Act,
the
holder
of
30
an
adverse
claim
shall
not
file
an
action,
at
law
or
in
equity,
31
to
enforce
the
adverse
claim
or
to
invalidate
such
transfer
32
five
years
after
the
effective
date
of
this
Act.
33
b.
With
regard
to
any
deed
or
real
estate
contract
executed
34
by
an
entity
and
filed
of
record
with
the
recorder
of
the
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county
in
which
the
real
estate
is
situated,
which
is
recorded
1
on
or
after
the
effective
date
of
this
Act,
the
holder
of
an
2
adverse
claim
shall
not
file
an
action,
at
law
or
in
equity,
to
3
enforce
the
adverse
claim
or
to
invalidate
such
transfer
more
4
than
two
years
after
the
date
of
recording
of
the
instrument.
5
4.
This
section
shall
not
be
construed
to
limit
any
personal
6
action
against
a
person
who
executed
an
instrument
purportedly
7
transferring
an
interest
in
real
estate
on
behalf
of
an
entity
8
for
damages
based
on
a
claim
arising
out
of
an
allegation
that
9
the
execution
and
delivery
of
the
instrument
was
not
authorized
10
by
the
entity
or
that
a
warranty
required
in
section
558.72
was
11
false.
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