Bill Text: IA HSB632 | 2023-2024 | 90th General Assembly | Introduced
Bill Title: A bill for an act providing for certain business entities by establishing a military service filing fee waiver, and including effective date provisions.(See HF 2446.)
Spectrum: Committee Bill
Status: (Introduced - Dead) 2024-02-12 - Committee report approving bill, renumbered as HF 2446. [HSB632 Detail]
Download: Iowa-2023-HSB632-Introduced.html
House
Study
Bill
632
-
Introduced
SENATE/HOUSE
FILE
_____
BY
(PROPOSED
SECRETARY
OF
STATE
BILL)
A
BILL
FOR
An
Act
providing
for
certain
business
entities
by
establishing
1
a
military
service
filing
fee
waiver,
and
including
2
effective
date
provisions.
3
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
4
TLSB
5349XD
(8)
90
da/jh
S.F.
_____
H.F.
_____
Section
1.
Section
9.11,
unnumbered
paragraph
1,
Code
2024,
1
is
amended
to
read
as
follows:
2
As
used
in
this
subchapter
part,
unless
the
context
3
otherwise
requires:
4
Sec.
2.
Section
9.12,
Code
2024,
is
amended
to
read
as
5
follows:
6
9.12
Rules.
7
The
secretary
shall
adopt
rules
pursuant
to
chapter
17A
8
necessary
or
desirable
to
administer
this
subchapter
part
,
9
including
by
offering
and
performing
extra
filing
services
upon
10
request
by
filers.
The
rules
may
increase
the
amount
of
a
11
surcharge
implemented,
assessed,
and
collected,
or
modify
the
12
period
of
service
as
provided
under
this
subchapter
part
.
13
Sec.
3.
NEW
SECTION
.
9.21
Definitions.
14
As
used
in
this
part,
unless
the
context
otherwise
requires:
15
1.
“Secretary”
means
the
secretary
of
state.
16
2.
“Waiver”
means
a
military
service
filing
fee
waiver
as
17
provided
in
sections
9.22
and
9.23.
18
Sec.
4.
NEW
SECTION
.
9.22
Rules.
19
1.
The
secretary
of
state
shall
adopt
rules
pursuant
to
20
chapter
17A
necessary
or
desirable
to
administer
this
part.
21
2.
The
rules
adopted
pursuant
to
subsection
1
shall
at
least
22
provide
procedures
governing
a
request
by
a
qualified
business
23
entity
to
receive
a
military
service
filing
fee
waiver
from
24
the
secretary,
the
secretary’s
approval
or
rejection
of
that
25
request,
and
the
qualified
business
entity’s
receipt
and
use
of
26
that
waiver
by
an
eligible
filer,
all
as
provided
in
sections
27
9.24
and
9.25.
28
Sec.
5.
NEW
SECTION
.
9.23
Fees
not
subject
to
waiver.
29
1.
This
part
does
not
apply
to
waive
a
fee
imposed
on
a
30
filed
select
document
if
the
qualified
business
entity
receives
31
the
waiver
after
the
select
document
is
filed,
unless
the
32
secretary
of
state
allows
for
the
refund
of
such
fee.
33
2.
This
part
does
not
prohibit
the
refund
of
a
filing
fee
34
otherwise
authorized
by
another
provision
of
law.
35
-1-
LSB
5349XD
(8)
90
da/jh
1/
8
S.F.
_____
H.F.
_____
Sec.
6.
NEW
SECTION
.
9.24
Military
service
filing
fee
1
waiver.
2
Notwithstanding
any
other
provision
of
law
to
the
contrary,
3
the
secretary
of
state
shall
establish
a
military
service
4
filing
fee
waiver.
The
waiver
shall
apply
to
select
documents,
5
if
filed
on
behalf
of
a
qualified
business
entity
by
an
6
eligible
filer,
and
approved
by
the
secretary,
as
provided
in
7
section
9.25.
8
Sec.
7.
NEW
SECTION
.
9.25
Qualifications
for
business
9
entities,
eligibility
for
filers,
and
selection
of
documents
——
10
criteria.
11
1.
A
business
entity
qualifies
to
receive
a
military
12
service
filing
fee
waiver
if
the
business
entity
is
any
of
the
13
following:
14
a.
A
domestic
limited
partnership
formed
under
chapter
488
15
or
a
foreign
limited
partnership
transacting
business
in
this
16
state
under
that
chapter.
17
b.
A
domestic
limited
liability
company
formed
under
chapter
18
489
or
a
foreign
limited
liability
company
doing
business
in
19
this
state
under
that
chapter.
20
c.
A
domestic
corporation
formed
under
chapter
490
or
a
21
foreign
corporation
doing
business
in
this
state
under
that
22
chapter.
23
d.
A
domestic
nonprofit
corporation
formed
under
chapter
504
24
or
a
foreign
nonprofit
corporation
transacting
business
in
this
25
state
under
that
chapter.
26
2.
An
individual
is
eligible
to
sign
for
filing
a
select
27
document
receiving
a
waiver
on
behalf
of
the
qualified
business
28
entity,
if
the
individual
is
all
of
the
following:
29
a.
An
interest
holder
in
the
qualified
business
entity.
30
b.
Any
of
the
following:
31
(1)
An
officer
or
enlisted
member
serving
in
the
armed
32
forces
of
the
United
States,
including
any
component,
part,
or
33
corps
of
the
armed
forces
of
the
United
States,
as
described
34
in
chapter
29A.
35
-2-
LSB
5349XD
(8)
90
da/jh
2/
8
S.F.
_____
H.F.
_____
(2)
An
officer
or
enlisted
member
of
the
national
guard
or
1
organized
reserves
of
the
armed
forces
of
the
United
States;
2
any
regular,
reserve,
or
auxiliary
member
of
the
United
States
3
coast
guard;
or
any
member
of
the
civil
air
patrol.
4
(3)
A
veteran
as
defined
in
section
35.1.
5
3.
A
document
is
selected
to
receive
a
waiver
only
if
the
6
document
is
named
in
the
following:
7
a.
Section
488.117A,
subsection
4,
for
limited
partnerships.
8
b.
Section
489.122,
subsection
3A,
for
limited
liability
9
companies.
10
c.
Section
490.122,
subsection
4,
for
corporations.
11
d.
Section
504.113,
subsection
4,
for
nonprofit
12
corporations.
13
4.
The
secretary
by
rule
may
provide
for
all
of
the
14
following:
15
a.
Additional
requirements
for
the
qualifications
of
a
16
business
entity,
the
eligibility
of
a
filer,
or
a
document’s
17
selection
for
waiver.
18
b.
A
routine
approval
process.
19
Sec.
8.
Section
488.117A,
Code
2024,
is
amended
by
adding
20
the
following
new
subsection:
21
NEW
SUBSECTION
.
4.
a.
Notwithstanding
subsection
1,
a
22
limited
partnership,
filing
as
a
qualified
business
entity
23
under
chapter
9,
subchapter
II,
part
2,
may
request
and
shall
24
receive
a
military
service
filing
fee
waiver
for
a
select
25
document.
26
b.
For
purposes
of
paragraph
“a”
,
a
select
document
is
27
limited
to
any
of
the
following:
28
(1)
A
certificate
of
limited
partnership
filed
pursuant
to
29
section
488.201.
30
(2)
An
amendment
to
a
certificate
of
limited
partnership
31
filed
pursuant
to
section
488.202.
32
(3)
A
restatement
of
a
certificate
of
limited
partnership
33
filed
pursuant
to
section
488.202.
34
(4)
An
application
for
a
certificate
of
authority
filed
35
-3-
LSB
5349XD
(8)
90
da/jh
3/
8
S.F.
_____
H.F.
_____
pursuant
to
section
488.902.
1
Sec.
9.
Section
489.122,
Code
2024,
is
amended
by
adding
the
2
following
new
subsection:
3
NEW
SUBSECTION
.
3A.
a.
Notwithstanding
subsection
1,
4
a
limited
liability
company,
or
foreign
limited
liability
5
company,
filing
as
a
qualified
business
entity
under
chapter
9,
6
subchapter
II,
part
2,
may
request
and
shall
receive
a
military
7
service
filing
fee
waiver
for
a
select
document.
8
b.
For
purposes
of
paragraph
“a”
,
a
select
document
is
9
limited
to
any
of
the
following:
10
(1)
A
certificate
of
organization
filed
pursuant
to
section
11
489.201.
12
(2)
An
amendment
to
a
certificate
of
organization
filed
13
pursuant
to
section
489.202.
14
(3)
A
restatement
of
a
certificate
of
organization
filed
15
pursuant
to
section
489.202.
16
(4)
A
foreign
registration
statement
filed
pursuant
to
17
section
489.903.
18
(5)
A
statement
of
domestication
filed
pursuant
to
section
19
489.1055.
20
Sec.
10.
Section
490.122,
Code
2024,
is
amended
by
adding
21
the
following
new
subsection:
22
NEW
SUBSECTION
.
4.
a.
Notwithstanding
subsection
1,
a
23
corporation,
or
a
foreign
corporation,
filing
as
a
qualified
24
business
entity
under
chapter
9,
subchapter
II,
part
2,
may
25
request
and
shall
receive
a
military
service
filing
fee
waiver
26
for
a
select
document.
27
b.
For
purposes
of
paragraph
“a”
,
a
select
document
is
28
limited
to
any
of
the
following:
29
(1)
Articles
of
incorporation
filed
pursuant
to
section
30
490.202.
31
(2)
Articles
of
domestication
filed
pursuant
to
section
32
490.922.
33
(3)
An
amendment
to
articles
of
incorporation
filed
34
pursuant
to
section
490.1001.
35
-4-
LSB
5349XD
(8)
90
da/jh
4/
8
S.F.
_____
H.F.
_____
(4)
Articles
of
restatement,
with
or
without
amendment,
1
filed
pursuant
to
section
490.1007.
2
(5)
A
foreign
registration
statement
filed
pursuant
to
3
section
490.1503.
4
Sec.
11.
Section
504.113,
Code
2024,
is
amended
by
adding
5
the
following
new
subsection:
6
NEW
SUBSECTION
.
4.
a.
Notwithstanding
subsection
1,
7
a
corporation,
filing
as
a
qualified
business
entity
under
8
chapter
9,
subchapter
II,
part
2,
may
request
and
shall
receive
9
a
military
service
filing
fee
waiver
for
a
select
document.
10
b.
For
purposes
of
paragraph
“a”
,
a
select
document
is
11
limited
to
any
of
the
following:
12
(1)
Articles
of
incorporation
filed
pursuant
to
section
13
504.202.
14
(2)
An
amendment
to
articles
of
incorporation
filed
15
pursuant
to
section
504.1005.
16
(3)
A
restatement
of
articles
of
incorporation,
with
or
17
without
amendment,
filed
pursuant
to
section
504.1006.
18
(4)
An
application
for
a
certificate
of
authority
filed
19
pursuant
to
section
504.1503.
20
Sec.
12.
EFFECTIVE
DATE.
This
Act
takes
effect
January
1,
21
2025.
22
EXPLANATION
23
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
24
the
explanation’s
substance
by
the
members
of
the
general
assembly.
25
BACKGROUND
(BUSINESS
ENTITIES).
A
business
entity
is
a
26
general
term
for
an
association
formed
to
conduct
business
27
under
several
types
of
organizational
structures
recognized
28
by
law
(e.g.,
partnership
and
limited
partnership,
business
29
and
nonprofit
corporation,
limited
liability
company,
and
30
cooperative).
Generally,
a
business
entity
may
be
formed
as
31
a
domestic
business
entity
in
its
home
state
or
as
a
foreign
32
business
entity
doing
business
in
a
state
although
it
was
33
formed
in
another
home
state.
In
Iowa,
a
business
entity
is
34
governed
under
its
own
dedicated
Code
chapter,
often
based
35
-5-
LSB
5349XD
(8)
90
da/jh
5/
8
S.F.
_____
H.F.
_____
on
model
legislation
with
fee
amounts
reserved
for
decision
1
by
the
enacting
body.
In
Iowa,
like
most
states,
a
business
2
entity
is
under
the
general
authority
of
the
secretary
of
state
3
(secretary).
4
SUMMARY.
This
bill
provides
that
a
qualified
business
5
entity
that
requests
and
receives
a
military
service
filing
6
fee
waiver
(waiver)
from
the
secretary
is
not
required
to
7
submit
a
fee
for
filing
a
number
of
select
documents.
The
bill
8
specifies
qualifications
for
a
business
entity,
eligibility
9
for
the
filer
of
a
select
document,
and
the
names
of
select
10
documents
having
fees
waived,
subject
to
further
requirements
11
that
the
secretary
may
adopt
by
rule.
12
STATUTORY
ORGANIZATION.
The
bill
amends
Code
chapter
13
9
establishing
the
secretary’s
office.
Specifically,
it
14
enacts
new
provisions
in
subchapter
II
of
that
Code
chapter
15
which
currently
includes
provisions
authorizing
extra
filing
16
services.
It
also
amends
various
Code
chapters
each
of
which
17
governs
a
specific
type
of
business
entity.
The
bill
amends
18
the
principal
Code
section
in
each
such
Code
chapter
that
19
includes
a
laundry
list
of
fees
for
filing
documents.
20
IN
DETAIL
——
QUALIFIED
BUSINESS
ENTITIES.
First,
in
order
21
to
receive
a
waiver,
the
business
entity
must
be
qualified,
22
meaning
that
the
waiver
is
limited
to
a
domestic
or
foreign
23
limited
partnership
(Code
chapter
488);
domestic
or
foreign
24
limited
liability
company
(Code
chapter
489);
domestic
or
25
foreign
business
corporation
(Code
chapter
490);
and
domestic
26
or
foreign
nonprofit
corporation
(Code
chapter
504).
27
IN
DETAIL
——
ELIGIBLE
FILERS.
Second,
an
individual
28
acting
on
behalf
of
the
qualified
business
entity
must
meet
29
eligibility
criteria.
The
individual
must
sign
the
document;
30
must
be
an
interest
holder
in
the
qualified
business
entity;
31
and
must
be
serving
in
the
United
States
armed
forces,
the
32
national
guard
or
organized
reserves,
the
United
States
coast
33
guard,
or
the
civil
air
patrol,
or
alternatively
must
be
a
34
veteran.
35
-6-
LSB
5349XD
(8)
90
da/jh
6/
8
S.F.
_____
H.F.
_____
IN
DETAIL
——
SELECT
DOCUMENTS
FOR
FILING.
Third,
the
filed
1
document
must
be
selected
to
receive
the
waiver.
The
bill
2
provides
that
a
number
of
different
documents
are
subject
3
to
waiver
as
a
select
document
depending
upon
the
type
of
4
qualified
business
entity.
A
select
document
may
include:
an
5
organic
document
that
creates
the
domestic
business
entity,
and
6
which
must
include
its
name,
place
of
business,
and
the
name
7
of
its
registered
agent;
an
amendment
to
the
organic
document;
8
a
restatement
that
changes
a
document
without
changing
its
9
meaning
(e.g.,
the
consolidating
amendments)
or
that
changes
10
the
document’s
meaning
(the
adoption
of
an
amendment
engrossed
11
into
the
document);
a
certificate
of
authority
that
allows
a
12
foreign
business
entity
to
do
or
transact
business
in
this
13
state;
or
a
statement
of
domestication
which
is
required
14
for
certain
business
entities
when
changing
from
foreign
to
15
domestic
status
or
vice
versa.
16
IN
DETAIL
——
FEES
ASSOCIATED
WITH
SELECT
DOCUMENTS.
For
a
17
limited
partnership,
filing
fees
are
established
under
Code
18
section
488.117A.
Select
documents
are
limited
to
its
organic
19
document
referred
to
as
a
certificate
of
limited
partnership
20
(Code
section
488.201)
and
subject
to
a
filing
fee
of
$100
21
or
an
amendment
to
the
certificate
(Code
section
488.202)
22
subject
to
a
filing
fee
in
the
same
amount,
a
restatement
of
23
a
certificate
of
limited
partnership
(Code
section
488.202)
24
subject
to
a
filing
fee
of
$5
under
a
catchall
provision,
and
25
an
application
for
a
certificate
of
authority
(Code
section
26
488.902)
subject
to
a
filing
fee
of
$100.
For
a
limited
27
liability
company,
filing
fees
are
established
under
Code
28
section
489.122.
Select
documents
are
limited
to
its
organic
29
document
referred
to
as
a
certificate
of
organization
(Code
30
section
489.201)
and
subject
to
a
filing
fee
of
$50,
an
31
amendment
to
the
certificate
(Code
section
488.202)
subject
to
32
a
filing
fee
in
the
same
amount,
a
restatement
of
a
certificate
33
of
organization
(Code
section
489.202)
subject
to
a
filing
34
fee
of
$50,
a
foreign
registration
statement
(Code
section
35
-7-
LSB
5349XD
(8)
90
da/jh
7/
8
S.F.
_____
H.F.
_____
489.903)
subject
to
a
filing
fee
of
$100,
and
a
statement
of
1
domestication
(Code
section
489.1055)
subject
to
a
filing
fee
2
of
$5
under
a
catchall
provision.
For
a
business
corporation,
3
filing
fees
are
established
under
Code
section
490.122.
Select
4
documents
are
limited
to
its
organic
document
referred
to
5
as
articles
of
incorporation
(Code
section
490.202)
subject
6
to
a
filing
fee
of
$50,
an
amendment
to
the
articles
(Code
7
section
490.1001)
subject
to
a
filing
fee
in
the
same
amount,
8
and
articles
of
restatement,
with
or
without
amendment
(Code
9
section
490.1007),
that
are
subject
to
a
filing
fee
in
the
10
same
amount.
It
also
includes
articles
of
domestication
(Code
11
section
490.922)
subject
to
a
filing
fee
of
$50,
and
a
foreign
12
registration
statement
(Code
section
490.1503)
subject
to
a
13
filing
fee
of
$100.
For
a
nonprofit
corporation,
filing
fees
14
are
delegated
to
the
secretary
under
Code
section
504.113
and
15
established
in
721
IAC
40.6.
Select
documents
are
limited
to
16
its
organic
document
referred
to
as
articles
of
incorporation
17
(Code
section
490.202)
subject
to
a
filing
fee
of
$20
or
an
18
amendment
to
the
articles
(Code
section
504.1005)
subject
to
a
19
filing
fee
of
$10.
It
also
includes
articles
of
restatement
20
(Code
section
504.1006)
subject
to
a
filing
fee
of
$20
if
21
with
amendments
or
$5
if
not
under
a
catchall
provision,
and
22
an
application
for
a
certificate
of
authority
(Code
section
23
504.1503)
subject
to
a
filing
fee
of
$25.
24
EFFECTIVE
DATE.
The
bill
takes
effect
January
1,
2025.
25
-8-
LSB
5349XD
(8)
90
da/jh
8/
8