Iowa-2023-HSB632-Introduced

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