Bill Text: IA HSB180 | 2017-2018 | 87th General Assembly | Introduced
Bill Title: A bill for an act relating to the powers and duties of the secretary of state, including requirements for persons filing certain documents or records with the office of secretary of state, the use of certain fees associated with business filings, and the unauthorized filing of commercial records, and providing penalties.
Spectrum: Committee Bill
Status: (N/A - Dead) 2017-04-11 - Committee report, recommending amendment and passage. H.J. 983. [HSB180 Detail]
Download: Iowa-2017-HSB180-Introduced.html
House
Study
Bill
180
-
Introduced
SENATE/HOUSE
FILE
_____
BY
(PROPOSED
SECRETARY
OF
STATE
BILL)
A
BILL
FOR
An
Act
relating
to
the
powers
and
duties
of
the
secretary
of
1
state,
including
requirements
for
persons
filing
certain
2
documents
or
records
with
the
office
of
secretary
of
state,
3
the
use
of
certain
fees
associated
with
business
filings,
4
and
the
unauthorized
filing
of
commercial
records,
and
5
providing
penalties.
6
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
7
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DIVISION
I
1
PARTNERSHIPS
2
Section
1.
Section
486A.1201,
subsection
9,
Code
2017,
is
3
amended
to
read
as
follows:
4
9.
The
document
shall
be
delivered
to
the
office
of
the
5
secretary
of
state
for
filing
and
shall
be
accompanied
by
the
6
correct
filing
fee
as
provided
in
section
486A.1202
.
7
Sec.
2.
NEW
SECTION
.
486A.1201A
Forms.
8
The
secretary
of
state
may
produce
and
publish
a
form
for
9
any
document
required
to
be
filed
under
this
chapter,
including
10
as
described
in
section
486A.1201.
The
secretary
of
state
may
11
adopt
rules
requiring
the
mandatory
use
of
the
form.
12
Sec.
3.
Section
486A.1202,
Code
2017,
is
amended
by
adding
13
the
following
new
subsection:
14
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
15
filing
fee
shall
be
returned
to
the
filing
party
except
the
16
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
17
be
considered
repayment
receipts
under
section
8.2.
18
Sec.
4.
Section
486A.1205,
Code
2017,
is
amended
by
adding
19
the
following
new
subsection:
20
NEW
SUBSECTION
.
1A.
The
secretary
of
state
shall
refuse
to
21
file
a
document
that
is
not
prepared
using
a
mandatory
form
as
22
required
pursuant
to
section
486A.1201A.
23
DIVISION
II
24
LIMITED
PARTNERSHIPS
25
Sec.
5.
Section
488.102,
subsection
19,
Code
2017,
is
26
amended
to
read
as
follows:
27
19.
“Registered
office”
means:
28
a.
With
respect
to
a
limited
partnership,
means
the
office
29
that
the
a
limited
partnership
or
foreign
limited
partnership
30
is
required
to
designate
and
maintain
under
section
488.114
.
31
b.
With
respect
to
a
foreign
limited
partnership,
its
32
principal
office.
33
Sec.
6.
Section
488.114,
Code
2017,
is
amended
to
read
as
34
follows:
35
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488.114
Registered
office
and
registered
agent
for
service
1
of
process.
2
1.
A
limited
partnership
or
foreign
limited
partnership
3
shall
designate
and
continuously
maintain
in
this
state
both
4
all
of
the
following:
5
a.
A
registered
office,
which
need
not
be
a
place
of
its
6
activity
in
this
state.
7
b.
A
registered
agent
for
service
of
process.
8
2.
A
foreign
limited
partnership
shall
designate
and
9
continuously
maintain
in
this
state
a
registered
agent
for
10
service
of
process.
11
3.
2.
A
registered
agent
for
service
of
process
of
a
12
limited
partnership
or
foreign
limited
partnership
must
be
an
13
individual
who
is
a
resident
of
Iowa
or
other
person
authorized
14
to
do
business
in
this
state.
15
Sec.
7.
Section
488.116,
subsection
3,
Code
2017,
is
amended
16
to
read
as
follows:
17
3.
A
registered
agency
agent
for
service
of
process
is
18
terminated
on
the
date
on
which
the
statement
of
resignation
19
was
filed
with
the
secretary
of
state.
20
Sec.
8.
Section
488.206,
subsection
1,
unnumbered
paragraph
21
1,
Code
2017,
is
amended
to
read
as
follows:
22
A
record
authorized
or
required
to
be
delivered
to
the
23
secretary
of
state
for
filing
under
this
chapter
must
be
24
captioned
to
describe
the
record’s
purpose,
contain
the
25
information
required
by
this
chapter
but
may
include
other
26
information
as
well,
and
be
in
a
medium
permitted
by
the
27
secretary
of
state.
The
document
record
must
be
in
English,
28
and
typewritten
or
printed.
If
the
document
record
is
29
electronically
transmitted,
it
must
be
in
a
format
that
can
30
be
retrieved
or
reproduced
in
typewritten
or
printed
form.
31
The
document
record
must
be
delivered
to
the
office
of
the
32
secretary
of
state
for
filing.
Delivery
may
be
made
by
33
electronic
transmission
if
and
to
the
extent
permitted
by
34
the
secretary
of
state.
The
secretary
of
state
may
adopt
35
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rules
for
the
electronic
filing
of
documents
a
record
and
the
1
certification
of
an
electronically
filed
documents
record
.
If
2
it
a
record
is
filed
in
typewritten
or
printed
form
and
not
3
transmitted
electronically,
the
secretary
of
state
may
require
4
an
exact
or
conformed
copy
to
be
delivered
with
the
document
5
record
.
Unless
the
secretary
of
state
determines
that
a
record
6
does
not
comply
with
the
filing
requirements
of
this
chapter
,
7
and
if
all
filing
fees
have
been
paid,
the
secretary
of
state
8
shall
file
the
record
and
perform
all
of
the
following:
9
Sec.
9.
Section
488.206,
Code
2017,
is
amended
by
adding
the
10
following
new
subsection:
11
NEW
SUBSECTION
.
1A.
The
secretary
of
state
shall
refuse
to
12
file
a
record
that
is
not
prepared
using
a
mandatory
form
as
13
required
pursuant
to
section
488.206A.
14
Sec.
10.
Section
488.206,
subsections
4
and
5,
Code
2017,
15
are
amended
to
read
as
follows:
16
4.
If
the
secretary
of
state
refuses
to
file
a
document
17
record
,
the
secretary
of
state
shall
return
it
to
the
18
limited
partnership
or
foreign
limited
partnership
or
its
19
representative,
together
with
a
brief,
written
explanation
of
20
the
reason
for
the
refusal.
21
5.
The
secretary
of
state’s
duty
to
file
documents
a
record
22
under
this
section
is
ministerial.
Filing
or
refusing
to
file
23
a
document
record
does
not
do
any
of
the
following:
24
a.
Affect
the
validity
or
invalidity
of
the
document
record
25
in
whole
or
part.
26
b.
Relate
to
the
correctness
or
incorrectness
of
information
27
contained
in
the
document
record
.
28
c.
Create
a
presumption
that
the
document
record
is
valid
or
29
invalid
or
that
information
contained
in
the
document
record
30
is
correct
or
incorrect.
31
Sec.
11.
NEW
SECTION
.
488.206A
Forms.
32
The
secretary
of
state
may
produce
and
publish
a
form
for
any
33
record
required
to
be
filed
under
this
chapter,
including
as
34
described
in
section
488.206.
The
secretary
of
state
may
adopt
35
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H.F.
_____
rules
requiring
the
mandatory
use
of
the
form.
1
Sec.
12.
Section
488.906,
subsection
2,
unnumbered
2
paragraph
1,
Code
2017,
is
amended
to
read
as
follows:
3
In
order
to
revoke
a
certificate
of
authority,
the
secretary
4
of
state
must
prepare,
sign,
and
file
a
notice
of
revocation
5
and
send
a
copy
to
the
foreign
limited
partnership’s
registered
6
agent
for
service
of
process
in
this
state,
or
if
the
foreign
7
limited
partnership
does
not
appoint
and
maintain
a
proper
8
registered
agent
in
this
state,
to
the
foreign
limited
9
partnership’s
registered
principal
office.
The
notice
must
10
state
all
of
the
following:
11
Sec.
13.
Section
488.1206,
subsection
1,
unnumbered
12
paragraph
1,
Code
2017,
is
amended
to
read
as
follows:
13
The
secretary
of
state
shall
collect
the
following
fees
14
when
the
documents
records
described
in
this
subsection
are
15
delivered
to
the
secretary’s
office
of
the
secretary
of
state
16
for
filing:
17
Sec.
14.
Section
488.1206,
subsection
1,
paragraph
p,
Code
18
2017,
is
amended
to
read
as
follows:
19
p.
Any
other
document
record
required
or
20
permitted
to
be
filed
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
21
Sec.
15.
Section
488.1206,
Code
2017,
is
amended
by
adding
22
the
following
new
subsection:
23
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
24
filing
fee
shall
be
returned
to
the
filing
party
except
the
25
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
26
be
considered
repayment
receipts
under
section
8.2.
27
Sec.
16.
Section
488.1206,
subsection
3,
unnumbered
28
paragraph
1,
Code
2017,
is
amended
to
read
as
follows:
29
The
secretary
of
state
shall
collect
the
following
fees
30
for
copying
and
certifying
the
copy
of
any
filed
document
31
record
relating
to
a
limited
partnership
or
foreign
limited
32
partnership:
33
DIVISION
III
34
LIMITED
LIABILITY
COMPANIES
35
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Sec.
17.
Section
489.117,
subsection
1,
unnumbered
1
paragraph
1,
Code
2017,
is
amended
to
read
as
follows:
2
The
secretary
of
state
shall
collect
the
following
fees
when
3
documents
records
described
in
this
subsection
are
delivered
to
4
the
secretary’s
office
of
the
secretary
of
state
for
filing:
5
Sec.
18.
Section
489.117,
Code
2017,
is
amended
by
adding
6
the
following
new
subsection:
7
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
8
filing
fee
shall
be
returned
to
the
filing
party
except
the
9
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
10
be
considered
repayment
receipts
under
section
8.2.
11
Sec.
19.
Section
489.117,
subsection
3,
unnumbered
12
paragraph
1,
Code
2017,
is
amended
to
read
as
follows:
13
The
secretary
of
state
shall
collect
the
following
fees
for
14
copying
and
certifying
the
copy
of
any
filed
document
record
15
relating
to
a
domestic
or
foreign
limited
liability
company:
16
Sec.
20.
Section
489.205,
Code
2017,
is
amended
by
adding
17
the
following
new
subsections:
18
NEW
SUBSECTION
.
1A.
The
secretary
of
state
shall
refuse
to
19
file
a
record
that
is
not
prepared
using
a
mandatory
form
as
20
required
pursuant
to
section
489.205A.
21
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
adopt
rules
22
for
the
electronic
filing
of
records
and
the
certification
of
23
electronically
filed
records.
24
Sec.
21.
NEW
SECTION
.
489.205A
Forms.
25
The
secretary
of
state
may
produce
and
publish
a
form
for
a
26
record
required
to
be
filed
under
this
chapter,
including
as
27
described
in
section
489.205.
The
secretary
of
state
may
adopt
28
rules
requiring
the
mandatory
use
of
the
form.
29
Sec.
22.
Section
489.208,
subsection
2,
paragraph
e,
Code
30
2017,
is
amended
to
read
as
follows:
31
e.
One
of
the
following:
32
(1)
If
it
is
a
domestic
limited
liability
company,
that
a
33
statement
of
dissolution
or
statement
of
termination
has
not
34
been
filed.
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(2)
If
it
is
a
foreign
limited
liability
company,
that
its
1
certificate
of
authority
has
not
been
revoked
or
a
notice
of
2
cancellation
has
not
been
filed.
3
Sec.
23.
Section
489.1103,
Code
2017,
is
amended
to
read
as
4
follows:
5
489.1103
Name.
6
The
name
of
a
professional
limited
liability
company,
the
7
name
of
a
foreign
professional
limited
liability
company
or
8
its
name
as
modified
for
use
in
this
state,
and
any
fictitious
9
name
or
trade
name
adopted
by
a
professional
limited
liability
10
company
or
foreign
professional
limited
liability
company
shall
11
contain
the
words
“Professional
Limited
Company”,
“professional
12
limited
company”,
“Professional
Limited
Liability
Company”,
13
“professional
limited
liability
company”,
or
the
abbreviation
14
“P.L.C.”,
“PLC”,
“P.L.L.C.”,
or
“PLLC”,
and
except
for
the
15
addition
of
such
words
or
abbreviation,
shall
be
a
name
16
which
could
lawfully
be
used
by
a
licensed
individual
or
by
a
17
partnership
of
licensed
individuals
in
the
practice
in
this
18
state
of
a
profession
which
the
professional
limited
liability
19
company
is
authorized
to
practice.
Each
regulating
board
may
20
by
rule
adopt
additional
requirements
as
to
the
corporate
names
21
and
fictitious
or
trade
names
of
professional
limited
liability
22
companies
and
foreign
professional
limited
liability
companies
23
which
are
authorized
to
practice
a
profession
which
is
within
24
the
jurisdiction
of
the
regulating
board.
25
DIVISION
IV
26
BUSINESS
CORPORATIONS
27
Sec.
24.
NEW
SECTION
.
490.120A
Forms.
28
1.
The
secretary
of
state
may
produce
and
publish
a
form
for
29
any
document
required
to
be
filed
under
this
chapter,
including
30
as
described
in
section
490.120.
The
secretary
of
state
may
31
adopt
rules
requiring
the
mandatory
use
of
the
form.
32
2.
This
section
does
not
authorize
the
secretary
of
state
to
33
produce
and
publish
a
form
for
articles
of
incorporation.
34
Sec.
25.
Section
490.122,
Code
2017,
is
amended
by
adding
35
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H.F.
_____
the
following
new
subsection:
1
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
2
filing
fee
shall
be
returned
to
the
filing
party
except
the
3
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
4
be
considered
repayment
receipts
under
section
8.2.
5
Sec.
26.
Section
490.125,
Code
2017,
is
amended
by
adding
6
the
following
new
subsection:
7
NEW
SUBSECTION
.
1A.
The
secretary
of
state
shall
refuse
to
8
file
a
document
that
is
not
prepared
using
a
mandatory
form
as
9
required
pursuant
to
section
490.120A.
10
Sec.
27.
REPEAL.
Section
490.121,
Code
2017,
is
repealed.
11
DIVISION
V
12
CORPORATIONS
FOR
PECUNIARY
PROFIT
13
Sec.
28.
Section
491.20,
subsection
1,
Code
2017,
is
amended
14
to
read
as
follows:
15
1.
a.
Amendments
to
articles
of
incorporation
making
16
changes
in
any
of
the
provisions
of
the
articles
may
be
made
17
at
any
annual
meeting
of
the
stockholders
or
special
meeting
18
called
for
that
purpose,
and
they
shall
be
valid
only
when
19
approved
by
the
shareholders
and
filed
with
the
secretary
of
20
state.
If
no
increase
is
made
in
the
amount
of
capital
stock,
21
a
certificate
fee
of
one
dollar
and
a
recording
fee
of
fifty
22
cents
per
page
must
be
paid.
Where
capital
stock
is
increased
23
the
certificate
fee
shall
be
omitted
but
there
shall
be
paid
a
24
recording
fee
of
fifty
cents
per
page
and
in
addition
a
filing
25
fee
which
in
case
of
corporations
existing
for
a
period
of
26
years
shall
be
one
dollar
per
thousand
of
such
increase
and
27
in
case
of
corporations
empowered
to
exist
perpetually
shall
28
be
one
dollar
and
ten
cents
per
thousand
of
such
increase.
29
Corporations
providing
for
perpetual
existence
by
amendment
to
30
its
articles
shall,
at
the
time
of
filing
such
amendment,
pay
31
to
the
secretary
of
state
a
fee
of
one
hundred
dollars
together
32
with
a
recording
fee
of
fifty
cents
per
page,
and,
for
all
33
authorized
capital
stock
in
excess
of
ten
thousand
dollars,
an
34
additional
fee
of
one
dollar
ten
cents
per
thousand.
35
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H.F.
_____
b.
Any
amount
in
excess
of
the
correct
filing
fee
shall
be
1
returned
to
the
filing
party
except
the
secretary
of
state
may
2
retain
up
to
twenty
dollars
which
shall
be
considered
repayment
3
receipts
under
section
8.2.
4
Sec.
29.
Section
491.23,
Code
2017,
is
amended
to
read
as
5
follows:
6
491.23
Dissolution
——
filing
a
statement
with
secretary
of
7
state.
8
A
corporation
may
be
dissolved
prior
to
the
period
fixed
9
in
the
articles
of
incorporation,
by
unanimous
consent,
or
in
10
accordance
with
the
provisions
of
its
articles,
if
a
statement
11
swearing
to
the
dissolution,
signed
by
the
officers
of
such
12
corporation,
is
filed
with
the
secretary
of
state.
A
fee
of
13
one
dollar
shall
apply
to
the
filing
of
the
statement.
Any
14
amount
in
excess
of
the
correct
filing
fee
shall
be
returned
to
15
the
filing
party
except
the
secretary
of
state
shall
retain
up
16
to
twenty
dollars
which
shall
be
considered
repayment
receipts
17
under
section
8.2.
18
Sec.
30.
Section
491.28,
Code
2017,
is
amended
to
read
as
19
follows:
20
491.28
Filing
with
secretary
of
state
——
fees
——
certificate
21
of
renewal.
22
1.
Upon
filing
with
the
secretary
of
state
the
said
23
certificate
and
articles
of
incorporation,
and
upon
the
payment
24
to
the
secretary
of
state
of
the
fees
prescribed
by
section
25
491.11
for
newly
organized
corporations,
the
secretary
of
26
state
shall
issue
a
proper
certificate
for
the
renewal
of
the
27
corporation.
28
2.
Whenever,
after
timely
notice
has
been
received
that
29
its
articles
of
incorporation
will
expire
and
the
corporate
30
existence
of
any
corporation
has
expired
and
not
been
renewed
31
within
the
period
prescribed
by
statute,
said
corporation
32
thereafter
files
with
the
secretary
of
state
amended
and
33
substituted
articles
of
incorporation
for
the
purpose
of
34
renewing
and
extending
its
corporate
existence,
the
secretary
35
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_____
H.F.
_____
of
state
shall
cause
said
corporation
to
file
satisfactory
1
proof
that
no
judgments
against
said
corporation
or
the
2
stockholders
thereof
are
outstanding
which
may
be
liens
against
3
said
corporation
and
that
there
is
no
pending
litigation
4
involving
said
corporation
or
the
corporate
existence
of
said
5
corporation.
Upon
the
filing
of
said
proof
the
secretary
6
of
state
may
acknowledge
and
file
for
record
the
amended
7
and
substituted
articles
of
said
corporation
and
issue
a
8
certificate
of
renewal
upon
the
payment
of
the
renewal
fees
9
required
by
statute,
however,
the
secretary
of
state
shall
10
charge
and
collect
an
additional
ten
percent
of
said
renewal
11
fees
for
each
month
or
major
fraction
thereof
said
corporation
12
was
delinquent
in
renewal
of
its
corporate
existence
as
a
13
penalty,
but
in
no
instance
shall
such
additional
delinquency
14
fee
be
less
than
one
hundred
dollars
and
not
more
than
one
15
thousand
dollars.
Said
certificate
of
renewal
when
issued
16
shall
have
the
same
force
and
effect
as
though
issued
upon
17
proper
and
timely
application
by
said
corporation
and
it
18
shall
date
from
the
expiration
of
the
corporate
period
which
19
it
succeeds.
Any
amount
in
excess
of
the
correct
filing
fee
20
shall
be
returned
to
the
filing
party
except
the
secretary
of
21
state
may
retain
up
to
twenty
dollars
which
shall
be
considered
22
repayment
receipts
under
section
8.2.
23
Sec.
31.
NEW
SECTION
.
491.28A
Forms.
24
The
secretary
of
state
may
produce
and
publish
a
form
for
any
25
document
required
to
be
filed
under
this
chapter,
including
as
26
described
in
section
491.20,
491.23,
or
491.28.
The
secretary
27
of
state
may
adopt
rules
requiring
the
mandatory
use
of
the
28
form.
The
secretary
of
state
shall
refuse
to
file
a
document
29
that
is
not
prepared
using
a
mandatory
form.
30
DIVISION
VI
31
PROFESSIONAL
CORPORATIONS
32
Sec.
32.
Section
496C.3,
Code
2017,
is
amended
to
read
as
33
follows:
34
496C.3
Applicability
of
Iowa
business
corporation
Act.
35
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H.F.
_____
The
Iowa
business
corporation
Act,
chapter
490
,
shall
1
be
construed
as
part
of
this
chapter
and
shall
apply
to
2
professional
corporations,
including
,
but
not
limited
to
,
3
their
organization,
documents
and
reports,
forms,
fees
and
4
disposition
of
overpayments
,
authority,
powers,
rights,
and
5
the
regulation
and
conduct
of
their
affairs.
The
provisions
6
of
the
Iowa
business
corporation
Act,
chapter
490
,
on
foreign
7
corporations
shall
apply
to
foreign
professional
corporations.
8
The
provisions
of
this
chapter
shall
prevail
over
any
9
inconsistent
provisions
of
the
Iowa
business
corporation
Act,
10
chapter
490
,
or
any
other
law.
11
DIVISION
VII
12
TRADITIONAL
COOPERATIVES
13
Sec.
33.
Section
499.2,
Code
2017,
is
amended
by
adding
the
14
following
new
subsection:
15
NEW
SUBSECTION
.
5A.
“Document”
means
information
that
16
is
inscribed
on
a
tangible
medium
or
that
is
stored
in
an
17
electronic
or
other
medium
and
is
retrievable
in
perceivable
18
form.
19
Sec.
34.
Section
499.44,
Code
2017,
is
amended
by
adding
the
20
following
new
subsections:
21
NEW
SUBSECTION
.
1A.
The
secretary
of
state
shall
refuse
to
22
file
a
document
that
is
not
prepared
using
a
mandatory
form
as
23
required
pursuant
to
section
499.44A.
24
NEW
SUBSECTION
.
6.
The
secretary
of
state
may
adopt
rules
25
for
the
electronic
filing
of
documents
and
the
certification
of
26
electronically
filed
documents.
27
Sec.
35.
NEW
SECTION
.
499.44A
Forms.
28
The
secretary
of
state
may
produce
and
publish
a
form
for
any
29
document
required
to
be
filed
under
this
chapter,
including
as
30
described
in
section
499.44.
The
secretary
of
state
may
adopt
31
rules
requiring
the
mandatory
use
of
the
form.
32
Sec.
36.
Section
499.45,
Code
2017,
is
amended
to
read
as
33
follows:
34
499.45
Fees.
35
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_____
H.F.
_____
1.
A
fee
of
twenty
dollars
shall
be
paid
to
the
secretary
1
of
state
upon
filing
articles
of
incorporation,
amendments,
or
2
renewals.
3
2.
Except
as
provided
in
this
section
,
the
association
4
shall
pay
the
fees
and
the
secretary
of
state
shall
provide
for
5
the
disposition
of
an
overpayment
of
fees
as
prescribed
by
in
6
section
490.122
when
the
documents
described
in
that
section
7
are
delivered
to
the
office
of
the
secretary
of
state
for
8
filing.
9
Sec.
37.
Section
499.54,
Code
2017,
is
amended
to
read
as
10
follows:
11
499.54
Foreign
associations
corporations
admitted
to
do
12
business
in
this
state
.
13
1.
Any
foreign
corporation
organized
under
generally
14
similar
laws
of
any
other
state
shall
be
admitted
to
do
15
business
in
Iowa
this
state
upon
compliance
with
the
general
16
laws
relating
to
foreign
corporations
and
payment
of
the
same
17
fees
as
would
be
required
under
section
490.122
if
the
foreign
18
cooperative
corporation
is
a
foreign
corporation
for
profit
19
seeking
authority
to
transact
business
in
Iowa
under
chapter
20
490
.
Upon
the
secretary
of
state
being
satisfied
that
the
21
foreign
corporation
is
so
organized
and
has
so
complied,
the
22
secretary
shall
issue
a
certificate
authorizing
the
foreign
23
corporation
to
do
business
in
Iowa.
24
2.
Such
a
A
foreign
corporation
thus
admitted
shall
be
25
entitled
to
all
remedies
provided
in
this
chapter
,
and
to
26
enforce
all
contracts
theretofore
or
thereafter
made
by
the
27
foreign
corporation
which
any
association
might
make
under
this
28
chapter
.
29
3.
If
such
a
foreign
corporation
amends
its
articles
of
30
incorporation
it
shall
forthwith
file
a
copy
of
the
amendment
31
with
the
secretary
of
state,
certified
by
the
secretary
or
32
other
proper
official
of
the
state
under
whose
laws
it
is
33
formed,
and
shall
pay
the
fees
prescribed
for
amendments
by
34
section
490.122
.
35
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_____
H.F.
_____
4.
Foreign
corporations
A
foreign
corporation
shall
also
1
file
statements
and
pay
fees
otherwise
prescribed
by
section
2
490.122
.
3
5.
The
secretary
of
state
shall
provide
for
the
disposition
4
of
an
overpayment
of
fees
in
the
same
manner
provided
in
5
section
490.122.
6
DIVISION
VIII
7
CLOSED
COOPERATIVES
8
Sec.
38.
Section
501.101,
Code
2017,
is
amended
by
adding
9
the
following
new
subsection:
10
NEW
SUBSECTION
.
5A.
“Document”
means
information
that
11
is
inscribed
on
a
tangible
medium
or
that
is
stored
in
an
12
electronic
or
other
medium
and
is
retrievable
in
perceivable
13
form.
14
Sec.
39.
Section
501.105,
subsection
1,
Code
2017,
is
15
amended
by
striking
the
subsection.
16
Sec.
40.
Section
501.105,
subsection
3,
Code
2017,
is
17
amended
to
read
as
follows:
18
3.
The
secretary
of
state
shall
collect
the
following
fees
19
for
filing
documents
as
follows
:
20
a.
Twenty
dollars
upon
the
filing
of
original
or
amended
21
articles
or
articles
of
merger.
22
b.
Five
dollars
upon
the
filing
of
all
other
required
23
documents.
24
c.
Five
dollars
per
document
and
fifty
cents
per
page
for
25
copying
and
certifying
a
document.
26
Sec.
41.
Section
501.105,
Code
2017,
is
amended
by
adding
27
the
following
new
subsections:
28
NEW
SUBSECTION
.
3A.
Any
amount
in
excess
of
the
correct
29
filing
fee
shall
be
returned
to
the
filing
party
except
the
30
secretary
of
state
shall
retain
up
to
twenty
dollars
which
31
shall
be
considered
repayment
receipts
under
section
8.2.
32
NEW
SUBSECTION
.
3B.
The
secretary
of
state
shall
collect
33
five
dollars
per
document
and
one
dollar
per
page
for
copying
34
and
certifying
a
document.
35
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_____
H.F.
_____
NEW
SUBSECTION
.
7.
The
secretary
of
state
may
adopt
rules
1
for
the
electronic
filing
of
documents
and
the
certification
of
2
electronically
filed
documents.
3
Sec.
42.
NEW
SECTION
.
501.105A
Forms.
4
The
secretary
of
state
may
produce
and
publish
a
form
for
any
5
document
required
to
be
filed
under
this
chapter,
including
as
6
described
in
section
501.105.
The
secretary
of
state
may
adopt
7
rules
requiring
the
mandatory
use
of
the
form.
8
DIVISION
IX
9
IOWA
COOPERATIVE
ASSOCIATIONS
10
Sec.
43.
Section
501A.102,
Code
2017,
is
amended
by
adding
11
the
following
new
subsection:
12
NEW
SUBSECTION
.
8A.
“Document”
means
information
that
13
is
inscribed
on
a
tangible
medium
or
that
is
stored
in
an
14
electronic
or
other
medium
and
is
retrievable
in
perceivable
15
form.
16
Sec.
44.
Section
501A.201,
subsection
8,
Code
2017,
is
17
amended
by
striking
the
subsection.
18
Sec.
45.
Section
501A.201,
Code
2017,
is
amended
by
adding
19
the
following
new
subsection:
20
NEW
SUBSECTION
.
10.
The
secretary
may
adopt
rules
for
21
the
electronic
filing
of
documents
and
the
certification
of
22
electronically
filed
documents.
23
Sec.
46.
NEW
SECTION
.
501A.201A
Forms.
24
The
secretary
may
produce
and
publish
a
form
for
any
document
25
required
to
be
filed
under
this
chapter,
including
as
described
26
in
section
501A.201.
The
secretary
may
adopt
rules
requiring
27
the
mandatory
use
of
the
form.
28
Sec.
47.
Section
501A.202,
Code
2017,
is
amended
by
adding
29
the
following
new
subsection:
30
NEW
SUBSECTION
.
1A.
The
secretary
shall
refuse
to
file
31
a
document
that
is
not
prepared
using
a
mandatory
form
as
32
required
pursuant
to
section
501A.201A.
33
Sec.
48.
Section
501A.205,
Code
2017,
is
amended
by
adding
34
the
following
new
subsection:
35
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S.F.
_____
H.F.
_____
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
1
filing
fee
shall
be
returned
to
the
filing
party
except
the
2
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
3
be
considered
repayment
receipts
under
section
8.2.
4
Sec.
49.
REPEAL.
Section
501A.206,
Code
2017,
is
repealed.
5
DIVISION
X
6
NONPROFIT
CORPORATIONS
7
Sec.
50.
Section
504.111,
subsection
8,
Code
2017,
is
8
amended
by
striking
the
subsection.
9
Sec.
51.
NEW
SECTION
.
504.111A
Forms.
10
The
secretary
of
state
may
produce
and
publish
a
form
for
any
11
document
required
to
be
filed
under
this
chapter,
including
as
12
described
in
section
504.111.
The
secretary
of
state
may
adopt
13
rules
requiring
the
mandatory
use
of
the
form.
14
Sec.
52.
Section
504.113,
Code
2017,
is
amended
by
adding
15
the
following
new
subsection:
16
NEW
SUBSECTION
.
1A.
Any
amount
in
excess
of
the
correct
17
filing
fee
shall
be
returned
to
the
filing
party
except
the
18
secretary
of
state
may
retain
up
to
twenty
dollars
which
shall
19
be
considered
repayment
receipts
under
section
8.2.
20
Sec.
53.
Section
504.116,
Code
2017,
is
amended
by
adding
21
the
following
new
subsection:
22
NEW
SUBSECTION
.
1A.
The
secretary
shall
refuse
to
file
23
a
document
that
is
not
prepared
using
a
mandatory
form
as
24
required
pursuant
to
section
504.111A.
25
Sec.
54.
Section
504.832,
subsection
1,
paragraph
a,
Code
26
2017,
is
amended
to
read
as
follows:
27
a.
That
section
504.202,
subsection
2
,
paragraph
“d”
,
or
28
section
504.901
or
the
protection
afforded
by
section
504.833
29
or
504.836
,
if
interposed
as
a
bar
to
the
proceeding
by
the
30
director,
does
not
preclude
liability.
31
Sec.
55.
REPEAL.
Section
504.112,
Code
2017,
is
repealed.
32
DIVISION
XI
33
UNAUTHORIZED
RECORD
FILING
34
Sec.
56.
Section
554.9516,
subsection
2,
Code
2017,
is
35
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amended
by
adding
the
following
new
paragraph:
1
NEW
PARAGRAPH
.
0f.
in
the
case
of
an
initial
financing
2
statement
or
an
amendment,
a
secured
party
and
a
debtor
appear
3
to
be
the
same
party.
The
secretary
of
state
may
require
the
4
person
filing
the
financing
statement
to
furnish
reasonable
5
proof
that
the
parties
are
not
the
same.
6
Sec.
57.
NEW
SECTION
.
708.7A
Unauthorized
record
filing.
7
1.
A
person
shall
not
cause
to
be
communicated
to
the
filing
8
office,
as
defined
in
section
554.9102,
for
filing
a
record,
9
also
defined
in
that
section,
if
all
of
the
following
apply:
10
a.
The
person
is
not
authorized
to
file
the
record
under
11
section
554.9509.
12
b.
The
record
is
not
related
to
an
existing
or
anticipated
13
transaction
that
is
or
will
be
governed
by
chapter
554,
article
14
9.
15
c.
The
record
is
filed
with
the
intent
to
harass
or
defraud
16
the
person
identified
as
a
debtor
in
the
record.
17
2.
A
person
who
commits
a
violation
of
this
section
is
18
guilty
of
the
following:
19
a.
A
simple
misdemeanor
for
a
first
offense.
20
b.
A
serious
misdemeanor
for
a
second
or
subsequent
offense.
21
EXPLANATION
22
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
23
the
explanation’s
substance
by
the
members
of
the
general
assembly.
24
GENERAL.
This
bill
amends
a
number
of
provisions
affecting
a
25
person
who
files
a
document
(which
may
also
be
referred
to
as
a
26
record)
with
the
office
of
the
secretary
of
state
(office)
and
27
who
may
pay
an
associated
filing
fee
to
the
office
for
deposit
28
in
the
general
fund.
The
bill
provides
for
documents
filed
by
29
business
entities
and
persons
who
are
obtaining
some
degree
of
30
status
as
a
creditor
in
collateral
possessed
by
a
debtor
as
31
part
of
a
commercial
transaction
under
the
uniform
commercial
32
code.
33
BUSINESS
ENTITIES
FILING
DOCUMENTS
——
BACKGROUND.
The
Code
34
regulates
business
entities
operating
on
a
profit,
cooperative,
35
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_____
or
nonprofit
basis.
Each
type
of
entity
is
governed
by
its
own
1
Code
chapter
but
generally
shares
a
number
of
the
same
document
2
filing
requirements
and
the
payment
of
associated
fees.
The
3
types
of
documents
that
entities
file
with
the
office
include
4
documents
providing
for
the
formation
of
the
entity,
including
5
its
business
affairs,
the
rights
and
obligations
of
its
equity
6
holders,
and
its
management;
authorization
for
a
foreign
entity
7
to
transact
affairs
in
this
state;
recording
of
facts
regarding
8
some
extraordinary
event
in
the
entity’s
life
such
as
a
merger,
9
consolidation,
dissolution,
or
reinstatement;
or
amending
a
10
document
which
has
been
filed.
The
secretary
of
state
is
11
sometimes
authorized
to
prescribe
forms
for
certain
documents,
12
which
may
be
mandatory
(for
example,
see
Code
section
490.121).
13
BUSINESS
ENTITIES
FILING
DOCUMENTS
——
FORMS.
The
bill
14
authorizes
the
secretary
of
state
to
produce
and
publish
a
form
15
for
any
document
required
to
be
filed.
The
secretary
of
state
16
may
adopt
rules
requiring
the
mandatory
use
of
the
form.
The
17
bill
does
not
authorize
the
secretary
of
state
to
produce
or
18
publish
a
form
for
articles
of
incorporation
filed
under
the
19
Iowa
business
corporation
Act.
The
secretary
of
state
must
20
refuse
to
file
a
document
that
is
not
submitted
on
the
required
21
form.
The
bill
also
allows
for
the
electronic
delivery
and
22
certification
of
documents.
23
BUSINESS
ENTITIES
FILING
DOCUMENTS
——
OVERPAYMENT
OF
24
ASSOCIATED
FEES.
The
bill
provides
that
any
amount
in
excess
25
of
the
correct
fee
required
when
filing
a
document
must
be
26
returned
to
the
filing
party
except
that
the
secretary
of
27
state
may
retain
up
to
$20
which
shall
be
treated
as
repayment
28
receipts
under
Code
section
8.2.
29
BUSINESS
ENTITIES
——
REGISTERED
OFFICE
MAINTAINED
BY
A
30
LIMITED
PARTNERSHIP.
The
bill
provides
that
a
registered
31
office
must
be
maintained
by
a
foreign
as
well
as
a
domestic
32
limited
partnership
(Code
section
488.102).
It
also
makes
a
33
terminology
change
from
registered
agency
to
registered
agent
34
designated
to
accept
service
of
process
(Code
section
488.116)
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on
behalf
of
the
limited
partnership.
1
BUSINESS
ENTITIES
FILING
DOCUMENTS
IN
ENGLISH
BY
LIMITED
2
PARTNERSHIPS.
The
bill
provides
that
a
document
filed
with
the
3
secretary
of
state
by
a
limited
partnership
must
be
in
English
4
(Code
section
488.206).
5
BUSINESS
ENTITIES
——
CERTIFICATE
OF
AUTHORIZATION
ISSUED
6
TO
A
LIMITED
LIABILITY
COMPANY.
The
bill
provides
that
a
7
certificate
of
authorization
for
a
foreign
limited
liability
8
company
must
set
forth
that
such
certification
has
not
been
9
revoked
or
a
notice
of
cancellation
has
not
been
filed
(Code
10
section
489.208).
It
also
allows
the
entity’s
name
to
contain
11
the
words
“professional
limited
company”
or
“professional
12
limited
liability
company”
(Code
section
489.1103).
13
BUSINESS
ENTITIES
PAYING
FEES
FOR
COPYING
DOCUMENTS
FILED
14
BY
CLOSED
COOPERATIVES.
The
bill
increases
the
amount
charged
15
to
obtain
a
certified
copy
of
a
document
filed
by
closed
16
cooperatives
from
50
cents
to
$1
(Code
section
501.105).
17
BUSINESS
ENTITIES
——
STANDARD
OF
LIABILITY
FOR
DIRECTORS
18
OF
A
NONPROFIT
CORPORATION.
The
bill
amends
a
provision
that
19
generally
shields
a
director
of
a
nonprofit
corporation
from
20
liability
in
a
civil
action
brought
by
the
corporation
or
a
21
member,
including
a
derivative
suit
(Code
section
504.832).
22
One
criteria
which
bars
liability
is
another
statute
which
23
protects
the
director.
The
bill
references
a
protection
24
statute
which
allows
a
director
to
take
advantage
of
a
business
25
opportunity
even
though
it
could
infringe
on
the
interests
of
26
the
corporation
so
long
as
such
opportunity
was
first
offered
27
to
the
corporation
(Code
section
504.836).
28
UNAUTHORIZED
RECORD
FILINGS
UNDER
THE
UNIFORM
COMMERCIAL
29
CODE
——
PARTIES
TO
A
FINANCING
STATEMENT
MUST
BE
DIFFERENT.
30
The
Code
provides
for
the
filing
of
a
number
of
records
with
31
the
secretary
of
state
in
order
to
create
or
maintain
a
lien
32
(security
interest)
in
favor
of
a
creditor
(secured
party)
33
in
the
debtor’s
collateral
which
is
generally
restricted
to
34
personal
property
(Code
chapter
554,
article
9).
A
record
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includes
a
financing
statement
that
is
used
to
establish
the
1
creditor’s
place
of
priority
among
competing
creditors
to
the
2
collateral.
The
bill
provides
that
the
secretary
of
state
is
3
not
to
file
a
financing
statement
if
it
appears
the
secured
4
party
and
debtor
are
the
same
person.
The
secretary
may
5
require
proof
that
the
parties
are
different.
6
UNAUTHORIZED
RECORD
FILINGS
UNDER
THE
UNIFORM
COMMERCIAL
7
CODE
——
CRIMINAL
OFFENSE
FOR
THE
WRONGFUL
FILING
OF
A
RECORD.
8
The
bill
prohibits
a
person
from
filing
a
wrongful
record
to
9
create
a
security
interest.
A
wrongful
filing
occurs
if
a
10
person
is
not
authorized
to
file
the
record,
the
record
is
not
11
related
to
an
existing
or
anticipated
transaction,
and
the
12
record
is
filed
with
an
intent
to
harass
or
defraud
the
person
13
identified
in
the
record.
14
A
person
who
commits
a
first
offense
of
wrongful
filing
is
15
guilty
of
a
simple
misdemeanor
and
a
person
who
commits
the
16
same
offense
for
a
second
or
subsequent
time
is
guilty
of
a
17
serious
misdemeanor.
A
simple
misdemeanor
is
punishable
by
18
confinement
for
no
more
than
30
days
or
a
fine
of
at
least
$65
19
but
not
more
than
$625
or
by
both.
A
serious
misdemeanor
is
20
punishable
by
confinement
for
no
more
than
one
year
and
a
fine
21
of
at
least
$315
but
not
more
than
$1,875.
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