Bill Text: IA SSB1056 | 2021-2022 | 89th General Assembly | Introduced
Bill Title: A bill for an act providing for corporations, providing for certain fees, and including effective date provisions.(See SF 266.)
Spectrum: Committee Bill
Status: (Introduced) 2021-02-04 - Committee report approving bill, renumbered as SF 266. [SSB1056 Detail]
Download: Iowa-2021-SSB1056-Introduced.html
Senate
Study
Bill
1056
-
Introduced
SENATE
FILE
_____
BY
(PROPOSED
COMMITTEE
ON
JUDICIARY
BILL
BY
CHAIRPERSON
ZAUN)
A
BILL
FOR
An
Act
providing
for
corporations,
providing
for
certain
fees,
1
and
including
effective
date
provisions.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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_____
DIVISION
I
1
FOR
PROFIT
CORPORATIONS
2
PART
A
3
GENERAL
PROVISIONS
4
Section
1.
Section
490.101,
Code
2021,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.101
Short
title.
8
This
chapter
shall
be
known
and
may
be
cited
as
the
“Iowa
9
Business
Corporation
Act”
.
10
Sec.
2.
Section
490.120,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.120
Requirements
for
documents
——
extrinsic
facts.
13
1.
A
document
must
satisfy
the
requirements
of
this
14
section,
and
of
any
other
section
that
adds
to
or
varies
these
15
requirements,
to
be
entitled
to
filing
by
the
secretary
of
16
state.
17
2.
This
chapter
must
require
or
permit
filing
the
document
18
in
the
office
of
the
secretary
of
state.
19
3.
The
document
must
contain
the
information
required
by
20
this
chapter
and
may
contain
other
information.
21
4.
The
document
must
be
typewritten
or
printed
or,
if
22
electronically
transmitted,
it
must
be
in
a
format
that
can
be
23
retrieved
or
reproduced
in
typewritten
or
printed
form.
24
5.
The
document
must
be
in
the
English
language.
A
25
corporate
name
need
not
be
in
English
if
written
in
English
26
letters
or
Arabic
or
Roman
numerals,
and
the
certificate
of
27
existence
required
of
foreign
corporations
need
not
be
in
28
English
if
accompanied
by
a
reasonably
authenticated
English
29
translation.
30
6.
Except
as
provided
in
section
490.1622,
subsection
3,
the
31
document
must
be
signed
by
any
of
the
following:
32
a.
The
chair
of
the
board
of
directors
of
a
domestic
or
33
foreign
corporation,
its
president,
or
another
of
its
officers.
34
b.
If
directors
have
not
been
selected
or
the
corporation
35
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has
not
been
formed,
by
an
incorporator.
1
c.
If
the
corporation
is
in
the
hands
of
a
receiver,
2
trustee,
or
other
court-appointed
fiduciary,
by
that
fiduciary.
3
7.
a.
The
person
executing
the
document
shall
sign
it
4
and
state
beneath
or
opposite
the
person’s
signature
the
5
person’s
name
and
the
capacity
in
which
the
document
is
signed.
6
The
document
may
but
need
not
contain
a
corporate
seal,
7
attestation,
acknowledgment,
or
verification.
8
b.
The
secretary
of
state
may
accept
for
filing
a
document
9
containing
a
copy
of
a
signature,
however
made.
10
8.
If
the
secretary
of
state
has
prescribed
a
mandatory
11
form
for
the
document
under
section
490.121,
subsection
1,
the
12
document
must
be
in
or
on
the
prescribed
form.
13
9.
The
document
must
be
delivered
to
the
office
of
the
14
secretary
of
state
for
filing.
Delivery
may
be
made
by
15
electronic
transmission
if
and
to
the
extent
permitted
by
the
16
secretary
of
state.
If
it
is
filed
in
typewritten
or
printed
17
form
and
not
transmitted
electronically,
the
secretary
of
state
18
may
require
one
exact
or
conformed
copy
to
be
delivered
with
19
the
document.
20
10.
When
the
document
is
delivered
to
the
office
of
the
21
secretary
of
state
for
filing,
the
correct
filing
fee,
and
any
22
franchise
tax,
license
fee,
or
penalty
required
by
this
chapter
23
or
other
law
to
be
paid
at
the
time
of
delivery
for
filing
must
24
be
paid
or
provision
for
payment
made
in
a
manner
permitted
by
25
the
secretary
of
state.
26
11.
Whenever
a
provision
of
this
chapter
permits
any
of
the
27
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
28
objectively
ascertainable
outside
the
plan
or
filed
document,
29
all
of
the
following
provisions
apply:
30
a.
The
manner
in
which
the
facts
will
operate
upon
the
terms
31
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
32
filed
document.
33
b.
The
facts
may
include
any
of
the
following:
34
(1)
Any
of
the
following
that
is
available
in
a
nationally
35
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recognized
news
or
information
medium
either
in
print
or
1
electronically:
statistical
or
market
indices,
market
prices
2
of
any
security
or
group
of
securities,
interest
rates,
3
currency
exchange
rates,
or
similar
economic
or
financial
data.
4
(2)
A
determination
or
action
by
any
person
or
body,
5
including
the
corporation
or
any
other
party
to
a
plan
or
filed
6
document.
7
(3)
The
terms
of,
or
actions
taken
under,
an
agreement
to
8
which
the
corporation
is
a
party,
or
any
other
agreement
or
9
document.
10
c.
As
used
in
this
subsection:
11
(1)
“Filed
document”
means
a
document
filed
by
the
secretary
12
of
state
under
any
provision
of
this
chapter
except
subchapter
13
XV
or
section
490.1622.
14
(2)
“Plan”
means
a
plan
of
domestication,
conversion,
15
merger,
or
share
exchange.
16
d.
The
following
provisions
of
a
plan
or
filed
document
17
shall
not
be
made
dependent
on
facts
outside
the
plan
or
filed
18
document:
19
(1)
The
name
and
address
of
any
person
required
in
a
filed
20
document.
21
(2)
The
registered
office
of
any
entity
required
in
a
filed
22
document.
23
(3)
The
registered
agent
of
any
entity
required
in
a
filed
24
document.
25
(4)
The
number
of
authorized
shares
and
designation
of
each
26
class
or
series
of
shares.
27
(5)
The
effective
date
of
a
filed
document.
28
(6)
Any
required
statement
in
a
filed
document
of
the
date
29
on
which
the
underlying
transaction
was
approved
or
the
manner
30
in
which
that
approval
was
given.
31
e.
If
a
provision
of
a
filed
document
is
made
dependent
on
a
32
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
33
is
neither
ascertainable
by
reference
to
a
source
described
34
in
paragraph
“b”
,
subparagraph
(1),
nor
a
document
that
is
a
35
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matter
of
public
record,
and
the
affected
shareholders
have
1
not
received
notice
of
the
fact
from
the
corporation,
then
the
2
corporation
shall
file
with
the
secretary
of
state
articles
of
3
amendment
to
the
filed
document
setting
forth
the
fact
promptly
4
after
the
time
when
the
fact
referred
to
is
first
ascertainable
5
or
thereafter
changes.
Articles
of
amendment
under
this
6
paragraph
“e”
are
deemed
to
be
authorized
by
the
authorization
7
of
the
original
filed
document
to
which
they
relate
and
may
be
8
filed
by
the
corporation
without
further
action
by
the
board
of
9
directors
or
the
shareholders.
10
Sec.
3.
Section
490.121,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.121
Forms.
13
1.
a.
The
secretary
of
state
may
prescribe
and
furnish
on
14
request
any
of
the
following
forms:
15
(1)
An
application
for
a
certificate
of
existence
or
16
certificate
of
registration.
17
(2)
A
foreign
corporation’s
registration
statement.
18
(3)
A
foreign
corporation’s
statement
of
withdrawal.
19
(4)
A
foreign
corporation’s
transfer
of
registration
20
statement.
21
(5)
The
biennial
report
required
by
section
490.1622.
22
b.
If
the
secretary
of
state
so
requires,
use
of
the
forms
23
provided
in
paragraph
“a”
is
mandatory.
24
2.
The
secretary
of
state
may
prescribe
and
furnish
on
25
request
forms
for
other
documents
required
or
permitted
to
be
26
filed
pursuant
to
this
chapter
but
their
use
is
not
mandatory.
27
Sec.
4.
Section
490.122,
Code
2021,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.122
Filing,
service,
and
copying
fees.
30
1.
The
secretary
of
state
shall
collect
the
following
fees
31
when
the
documents
described
in
this
subsection
are
delivered
32
to
the
secretary
of
state
for
filing:
33
DOCUMENT
FEE
34
a.
Articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
35
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b.
Application
for
use
of
indistinguishable
1
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
2
c.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
3
d.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
$
10
4
e.
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
5
f.
Application
for
renewal
of
registered
6
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
7
g.
Corporation’s
statement
of
change
of
8
registered
agent
or
registered
office
or
both
.
.
.
.
.
.
.
.
No
fee
9
h.
Agent’s
statement
of
change
of
registered
office
10
for
each
affected
corporation
not
to
exceed
11
a
total
of
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
12
i.
Agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
13
j.
Articles
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
14
k.
Articles
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
15
l.
Amendment
of
articles
of
incorporation
.
.
.
.
.
.
.
.
.
$
50
16
m.
Restatement
of
articles
of
incorporation
17
with
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
18
n.
Restatement
of
articles
of
incorporation
19
without
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
20
o.
Articles
of
merger
or
share
exchange
.
.
.
.
.
.
.
.
.
.
.
$
50
21
p.
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
22
q.
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
$
5
23
r.
Certificate
of
administrative
dissolution
.
.
.
.
.
.
No
fee
24
s.
Application
for
reinstatement
following
25
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
26
t.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
27
u.
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
28
v.
Foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
29
w.
Amendment
of
foreign
registration
30
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
31
x.
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
32
y.
Transfer
of
foreign
registration
statement
.
.
.
.
.
$
100
33
z.
Notice
of
termination
of
registration
.
.
.
.
.
.
.
.
.
.
No
fee
34
aa.
Articles
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
35
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ab.
Articles
of
validation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
1
ac.
Application
for
certificate
of
existence
or
2
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
3
ad.
Biennial
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
60
4
ae.
Any
other
document
required
or
permitted
to
5
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$5
6
2.
The
secretary
of
state
shall
collect
a
fee
of
five
7
dollars
each
time
process
is
served
on
the
secretary
of
state
8
under
this
chapter.
The
party
to
a
proceeding
causing
service
9
of
process
is
entitled
to
recover
this
fee
as
costs
if
such
10
party
prevails
in
the
proceeding.
11
3.
The
secretary
of
state
shall
collect
the
following
fees
12
for
copying
and
certifying
the
copy
of
any
filed
document
13
relating
to
a
domestic
or
foreign
corporation:
14
a.
One
dollar
a
page
for
copying.
15
b.
Five
dollars
for
the
certificate.
16
Sec.
5.
Section
490.123,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.123
Effective
date
of
filed
document.
19
1.
Except
to
the
extent
otherwise
provided
in
section
20
490.124,
subsection
3,
and
part
E,
a
document
accepted
for
21
filing
is
effective
as
follows:
22
a.
On
the
date
and
at
the
time
of
filing,
as
provided
in
23
section
490.125,
subsection
2.
24
b.
On
the
date
of
filing
and
at
the
time
specified
in
the
25
document
as
its
effective
time,
if
later
than
the
time
under
26
paragraph
“a”
.
27
c.
At
a
specified
delayed
effective
date
and
time
which
28
shall
not
be
more
than
ninety
days
after
filing.
29
d.
If
a
delayed
effective
date
is
specified,
but
no
time
is
30
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
31
be
more
than
ninety
days
after
the
date
of
filing.
32
2.
If
a
filed
document
does
not
specify
the
time
zone
or
33
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
34
date
or
time
or
both
at
which
it
becomes
effective
shall
be
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those
prevailing
at
the
place
of
filing
in
this
state.
1
Sec.
6.
Section
490.124,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.124
Correcting
filed
document.
4
1.
A
document
filed
by
the
secretary
of
state
pursuant
to
5
this
chapter
may
be
corrected
if
any
of
the
following
applies:
6
a.
The
document
contains
an
inaccuracy.
7
b.
The
document
was
defectively
signed,
attested,
sealed,
8
verified,
or
acknowledged.
9
c.
The
electronic
transmission
was
defective.
10
2.
A
document
is
corrected
by
complying
with
all
of
the
11
following:
12
a.
By
preparing
articles
of
correction
that
do
all
of
the
13
following:
14
(1)
Describe
the
document,
including
its
filing
date,
or
a
15
copy
of
the
document
is
attached
to
the
articles
of
correction.
16
(2)
Specify
the
inaccuracy
or
defect
to
be
corrected.
17
(3)
Correct
the
inaccuracy
or
defect.
18
b.
By
delivering
the
articles
of
correction
to
the
secretary
19
of
state
for
filing.
20
3.
Articles
of
correction
are
effective
on
the
effective
21
date
of
the
document
they
correct
except
as
to
persons
relying
22
on
the
uncorrected
document
and
adversely
affected
by
the
23
correction.
As
to
those
persons,
articles
of
correction
are
24
effective
when
filed.
25
Sec.
7.
Section
490.125,
Code
2021,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.125
Filing
duty
of
secretary
of
state.
28
1.
If
a
document
delivered
to
the
office
of
the
secretary
of
29
state
for
filing
satisfies
the
requirements
of
section
490.120,
30
the
secretary
of
state
shall
file
it.
31
2.
The
secretary
of
state
files
a
document
by
recording
32
it
as
filed
on
the
date
and
time
of
receipt.
After
filing
33
a
document,
except
the
biennial
report
required
by
section
34
490.1622,
and
except
as
provided
in
section
490.503,
the
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secretary
of
state
shall
return
to
the
person
who
delivered
1
the
document
for
filing
a
copy
of
the
document
with
an
2
acknowledgment
of
the
date
and
time
of
filing.
3
3.
If
the
secretary
of
state
refuses
to
file
a
document,
4
it
shall
be
returned
to
the
person
who
delivered
the
document
5
for
filing
within
five
days
after
the
document
was
delivered,
6
together
with
a
brief,
written
explanation
of
the
reason
for
7
the
refusal.
8
4.
The
secretary
of
state’s
duty
to
file
documents
under
9
this
section
is
ministerial.
The
secretary
of
state’s
filing
10
or
refusing
to
file
a
document
does
not
create
a
presumption
11
of
any
of
the
following:
12
a.
The
document
does
or
does
not
conform
to
the
requirements
13
of
this
chapter.
14
b.
The
information
contained
in
the
document
is
correct
or
15
incorrect.
16
Sec.
8.
Section
490.126,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.126
Appeal
from
secretary
of
state’s
refusal
to
file
19
document.
20
1.
If
the
secretary
of
state
refuses
to
file
a
document
21
delivered
for
filing,
the
person
that
delivered
the
document
22
for
filing
may
petition
the
district
court
of
the
county
where
23
the
corporation’s
principal
office
or,
if
none
in
this
state,
24
its
registered
office,
is
located
to
compel
its
filing.
The
25
document
and
the
explanation
of
the
secretary
of
state’s
26
refusal
to
file
must
be
attached
to
the
petition.
The
court
27
may
decide
the
matter
in
a
summary
proceeding.
28
2.
The
court
may
order
the
secretary
of
state
to
file
the
29
document
or
take
other
action
the
court
considers
appropriate.
30
3.
The
court’s
final
decision
may
be
appealed
as
in
other
31
civil
proceedings.
32
Sec.
9.
Section
490.127,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.127
Evidentiary
effect
of
certified
copy
of
filed
35
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document.
1
A
certificate
from
the
secretary
of
state
delivered
with
2
a
copy
of
a
document
filed
by
the
secretary
of
state
is
3
conclusive
evidence
that
the
original
document
is
on
file
with
4
the
secretary
of
state.
5
Sec.
10.
Section
490.128,
Code
2021,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.128
Certificate
of
existence
or
registration.
8
1.
Any
person
may
apply
to
the
secretary
of
state
to
furnish
9
a
certificate
of
existence
for
a
domestic
corporation
or
a
10
certificate
of
registration
for
a
foreign
corporation.
11
2.
A
certificate
of
existence
must
set
forth
all
of
the
12
following:
13
a.
The
domestic
corporation’s
corporate
name.
14
b.
That
the
domestic
corporation
is
duly
incorporated
under
15
the
law
of
this
state,
the
date
of
its
incorporation,
and
the
16
period
of
its
duration
if
less
than
perpetual.
17
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
18
have
been
paid,
subject
to
all
of
the
following:
19
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
20
state.
21
(2)
Nonpayment
affects
the
existence
of
the
domestic
22
corporation.
23
d.
That
its
most
recent
biennial
report
required
by
section
24
490.1622
has
been
filed
by
the
secretary
of
state.
25
e.
That
articles
of
dissolution
have
not
been
filed.
26
f.
That
the
corporation
is
not
administratively
dissolved
27
and
a
proceeding
is
not
pending
under
section
490.1421.
28
g.
Other
facts
of
record
in
the
office
of
the
secretary
of
29
state
that
may
be
requested
by
the
applicant.
30
3.
A
certificate
of
registration
must
set
forth
all
of
the
31
following:
32
a.
The
foreign
corporation’s
name
used
in
this
state.
33
b.
That
the
foreign
corporation
is
registered
to
do
business
34
in
this
state.
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c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
1
have
been
paid,
subject
to
all
of
the
following:
2
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
3
state.
4
(2)
Nonpayment
affects
the
registration
of
the
foreign
5
corporation.
6
d.
That
its
most
recent
biennial
report
required
by
section
7
490.1622
has
been
filed
by
the
secretary
of
state.
8
e.
Other
facts
of
record
in
the
office
of
the
secretary
of
9
state
that
may
be
requested
by
the
applicant.
10
4.
Subject
to
any
qualification
stated
in
the
certificate,
11
a
certificate
of
existence
or
registration
issued
by
the
12
secretary
of
state
may
be
relied
upon
as
conclusive
evidence
of
13
the
facts
stated
in
the
certificate.
14
Sec.
11.
Section
490.129,
Code
2021,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.129
Penalty
for
signing
false
document.
17
1.
A
person
commits
an
offense
by
signing
a
document
that
18
the
person
knows
is
false
in
any
material
respect
with
intent
19
that
the
document
be
delivered
to
the
secretary
of
state
for
20
filing.
21
2.
An
offense
under
this
section
is
a
serious
misdemeanor
22
punishable
by
a
fine
of
not
to
exceed
one
thousand
dollars.
23
Sec.
12.
Section
490.135,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.135
Powers.
26
The
secretary
of
state
has
the
power
reasonably
necessary
to
27
perform
the
duties
required
of
the
secretary
of
state
by
this
28
chapter.
29
Sec.
13.
Section
490.140,
Code
2021,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.140
Chapter
definitions.
32
As
used
in
this
chapter,
unless
otherwise
specified:
33
1.
“Articles
of
incorporation”
means
the
articles
of
34
incorporation
described
in
section
490.202,
all
amendments
35
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to
the
articles
of
incorporation,
and
any
other
documents
1
permitted
or
required
to
be
delivered
for
filing
by
a
domestic
2
business
corporation
with
the
secretary
of
state
under
any
3
provision
of
this
chapter
that
modify,
amend,
supplement,
4
restate,
or
replace
the
articles
of
incorporation.
After
5
an
amendment
of
the
articles
of
incorporation
or
any
other
6
document
filed
under
this
chapter
that
restates
the
articles
of
7
incorporation
in
their
entirety,
the
articles
of
incorporation
8
shall
not
include
any
prior
documents.
When
used
with
respect
9
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
10
corporation,
the
“articles
of
incorporation”
of
such
an
entity
11
means
the
document
of
such
entity
that
is
equivalent
to
the
12
articles
of
incorporation
of
a
domestic
business
corporation.
13
2.
“Authorized
shares”
means
the
shares
of
all
classes
a
14
domestic
or
foreign
corporation
is
authorized
to
issue.
15
3.
“Beneficial
shareholder”
means
a
person
who
owns
16
the
beneficial
interest
in
shares,
which
may
be
a
record
17
shareholder
or
a
person
on
whose
behalf
shares
are
registered
18
in
the
name
of
an
intermediary
or
nominee.
19
4.
“Conspicuous”
means
so
written,
displayed,
or
presented
20
that
a
reasonable
person
against
whom
the
writing
is
to
operate
21
should
have
noticed
it.
22
5.
“Cooperative
association”
means
an
entity
that
is
23
structured
and
operated
on
a
cooperative
basis
pursuant
to
26
24
U.S.C.
§1381(a)
and
that
meets
the
definitional
requirements
of
25
an
association
as
provided
in
12
U.S.C.
§1141j(a)
or
7
U.S.C.
26
§291.
27
6.
“Corporation”
,
“domestic
corporation”
,
“business
28
corporation”
,
or
“domestic
business
corporation”
means
a
29
corporation
for
profit,
which
is
not
a
foreign
corporation,
30
incorporated
under
this
chapter.
31
7.
“Deliver”
or
“delivery”
means
any
method
of
delivery
32
used
in
conventional
commercial
practice,
including
delivery
33
by
hand,
mail,
commercial
delivery,
and,
if
authorized
in
34
accordance
with
section
490.141,
by
electronic
transmission.
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8.
“Distribution”
means
a
direct
or
indirect
transfer
of
1
cash
or
other
property,
except
a
corporation’s
own
shares,
2
or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
3
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
4
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
5
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
6
distribution
of
indebtedness;
a
distribution
in
liquidation;
7
or
otherwise.
8
9.
“Document”
means
any
of
the
following:
9
a.
A
tangible
medium
on
which
information
is
inscribed,
and
10
includes
handwritten,
typed,
printed
or
similar
instruments,
11
and
copies
of
such
instruments.
12
b.
An
electronic
record.
13
10.
“Domestic”
,
with
respect
to
an
entity,
means
an
entity
14
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
15
11.
“Effective
date”
,
when
referring
to
a
document
accepted
16
for
filing
by
the
secretary
of
state,
means
the
time
and
date
17
determined
in
accordance
with
section
490.123.
18
12.
“Electronic”
means
relating
to
technology
having
19
electrical,
digital,
magnetic,
wireless,
optical,
20
electromagnetic,
or
similar
capabilities.
21
13.
“Electronic
record”
means
information
that
is
stored
in
22
an
electronic
or
other
nontangible
medium
and
is
retrievable
in
23
paper
form
through
an
automated
process
used
in
conventional
24
commercial
practice,
unless
otherwise
authorized
in
accordance
25
with
section
490.141,
subsection
10.
26
14.
“Electronic
transmission”
or
“electronically
transmitted”
27
means
any
form
or
process
of
communication
not
directly
28
involving
the
physical
transfer
of
paper
or
another
tangible
29
medium,
which
is
all
of
the
following:
30
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
31
of
information
by
the
recipient.
32
b.
Retrievable
in
paper
form
by
the
recipient
through
an
33
automated
process
used
in
conventional
commercial
practice,
34
unless
otherwise
authorized
in
accordance
with
section
490.141,
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subsection
10.
1
15.
“Eligible
entity”
means
a
domestic
or
foreign
2
unincorporated
entity
or
a
domestic
or
foreign
nonprofit
3
corporation.
4
16.
“Eligible
interests”
means
interests
or
memberships.
5
17.
“Employee”
includes
an
officer
but
not
a
director.
6
A
director
may
accept
duties
that
make
the
director
also
an
7
employee.
8
18.
“Entity”
includes
a
domestic
and
foreign
business
9
corporation;
domestic
and
foreign
nonprofit
corporation;
10
estate;
trust;
domestic
and
foreign
unincorporated
entity;
and
11
a
state,
the
United
States,
and
a
foreign
government.
12
19.
“Expenses”
means
reasonable
expenses
of
any
kind,
13
including
reasonable
fees
and
expenses
of
counsel
and
experts,
14
that
are
incurred
in
connection
with
a
matter.
15
20.
“Filing
entity”
means
an
unincorporated
entity,
other
16
than
a
limited
liability
partnership,
that
is
of
a
type
that
17
is
created
by
filing
a
public
organic
record
or
is
required
to
18
file
a
public
organic
record
that
evidences
its
creation.
19
21.
“Foreign”
,
with
respect
to
an
entity,
means
an
entity
20
governed
as
to
its
internal
affairs
by
the
organic
law
of
a
21
jurisdiction
other
than
this
state.
22
22.
“Foreign
corporation”
or
“foreign
business
corporation”
23
means
a
corporation
incorporated
under
a
law
other
than
the
24
law
of
this
state
which
would
be
a
business
corporation
if
25
incorporated
under
the
law
of
this
state.
26
23.
“Foreign
nonprofit
corporation”
means
a
corporation
27
incorporated
under
a
law
other
than
the
law
of
this
state
which
28
would
be
a
nonprofit
corporation
if
incorporated
under
the
law
29
of
this
state.
30
24.
“Foreign
registration
statement”
means
the
foreign
31
registration
statement
described
in
section
490.1503.
32
25.
“Governmental
subdivision”
includes
an
authority,
city,
33
county,
district,
and
municipality.
34
26.
“Governor”
means
any
person
under
whose
authority
the
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powers
of
an
entity
are
exercised
and
under
whose
direction
the
1
activities
and
affairs
of
the
entity
are
managed
pursuant
to
2
the
organic
law
governing
the
entity
and
its
organic
rules.
3
27.
“Includes”
and
“including”
denote
a
partial
definition
4
or
a
nonexclusive
list.
5
28.
“Individual”
means
a
natural
person.
6
29.
“Interest”
means
either
or
both
of
the
following
rights
7
under
the
organic
law
governing
an
unincorporated
entity:
8
a.
The
right
to
receive
distributions
from
the
entity
either
9
in
the
ordinary
course
or
upon
liquidation.
10
b.
The
right
to
receive
notice
or
vote
on
issues
involving
11
its
internal
affairs,
other
than
as
an
agent,
assignee,
proxy,
12
or
person
responsible
for
managing
its
business
and
affairs.
13
30.
“Interest
holder”
means
a
person
who
holds
of
record
an
14
interest.
15
31.
a.
“Interest
holder
liability”
means
any
of
the
16
following:
17
(1)
Personal
liability
for
a
debt,
obligation,
or
other
18
liability
of
a
domestic
or
foreign
corporation
or
eligible
19
entity
that
is
imposed
on
a
person
by
any
of
the
following:
20
(a)
Solely
by
reason
of
the
person’s
status
as
a
21
shareholder,
member,
or
interest
holder.
22
(b)
By
the
articles
of
incorporation
of
the
domestic
23
corporation
or
the
organic
rules
of
the
eligible
entity
24
or
foreign
corporation
that
make
one
or
more
specified
25
shareholders,
members,
or
interest
holders,
or
categories
of
26
shareholders,
members,
or
interest
holders,
liable
in
their
27
capacity
as
shareholders,
members,
or
interest
holders
for
all
28
or
specified
liabilities
of
the
corporation
or
eligible
entity.
29
(2)
An
obligation
of
a
shareholder,
member,
or
interest
30
holder
under
the
articles
of
incorporation
of
a
domestic
31
corporation
or
the
organic
rules
of
an
eligible
entity
or
32
foreign
corporation
to
contribute
to
the
entity.
33
b.
For
purposes
of
paragraph
“a”
,
except
as
otherwise
34
provided
in
the
articles
of
incorporation
of
a
domestic
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corporation
or
the
organic
law
or
organic
rules
of
an
eligible
1
entity
or
a
foreign
corporation,
interest
holder
liability
2
arises
under
paragraph
“a”
,
subparagraph
(1),
when
the
3
corporation
or
eligible
entity
incurs
the
liability.
4
32.
“Jurisdiction
of
formation”
means
the
state
or
country
5
the
law
of
which
includes
the
organic
law
governing
a
domestic
6
or
foreign
corporation
or
eligible
entity.
7
33.
“Means”
denotes
an
exhaustive
definition.
8
34.
“Membership”
means
the
rights
of
a
member
in
a
domestic
9
or
foreign
nonprofit
corporation.
10
35.
“Merger”
means
a
transaction
pursuant
to
section
11
490.1102.
12
36.
“Nonfiling
entity”
means
an
unincorporated
entity
that
13
is
of
a
type
that
is
not
created
by
filing
a
public
organic
14
record.
15
37.
“Nonprofit
corporation”
or
“domestic
nonprofit
16
corporation”
means
a
corporation
incorporated
under
the
laws
of
17
this
state
and
subject
to
the
provisions
of
chapter
504.
18
38.
“Organic
law”
means
the
statute
governing
the
internal
19
affairs
of
a
domestic
or
foreign
business
or
nonprofit
20
corporation
or
unincorporated
entity.
21
39.
“Organic
rules”
means
the
public
organic
record
and
22
private
organic
rules
of
a
domestic
or
foreign
corporation
or
23
eligible
entity.
24
40.
“Person”
means
a
person
as
defined
in
section
4.1.
25
41.
“Principal
office”
means
the
office,
in
or
out
of
this
26
state,
so
designated
in
the
biennial
report
required
by
section
27
490.1622
or
foreign
registration
statement
where
the
principal
28
executive
offices
of
a
domestic
or
foreign
corporation
are
29
located.
30
42.
a.
“Private
organic
rules”
means
any
of
the
following:
31
(1)
The
bylaws
of
a
domestic
or
foreign
business
or
32
nonprofit
corporation.
33
(2)
The
rules,
regardless
of
whether
in
writing,
that
govern
34
the
internal
affairs
of
an
unincorporated
entity,
are
binding
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on
all
of
its
interest
holders,
and
are
not
part
of
its
public
1
organic
record,
if
any.
2
b.
Where
private
organic
rules
have
been
amended
or
3
restated,
the
term
means
the
private
organic
rules
as
last
4
amended
or
restated.
5
43.
“Proceeding”
includes
a
civil
suit
and
criminal,
6
administrative,
and
investigatory
action.
7
44.
a.
“Public
organic
record”
means
any
of
the
following:
8
(1)
The
articles
of
incorporation
of
a
domestic
or
foreign
9
business
or
nonprofit
corporation.
10
(2)
The
document,
if
any,
the
filing
of
which
is
required
11
to
create
an
unincorporated
entity,
or
which
creates
the
12
unincorporated
entity
and
is
required
to
be
filed.
13
b.
Where
a
public
organic
record
has
been
amended
or
14
restated,
the
term
means
the
public
organic
record
as
last
15
amended
or
restated.
16
45.
“Record
date”
means
the
date
fixed
for
determining
17
the
identity
of
the
corporation’s
shareholders
and
their
18
shareholdings
for
purposes
of
this
chapter.
Unless
another
19
time
is
specified
when
the
record
date
is
fixed,
the
20
determination
shall
be
made
as
of
the
close
of
business
at
the
21
principal
office
of
the
corporation
on
the
date
so
fixed.
22
46.
“Record
shareholder”
means
any
of
the
following:
23
a.
The
person
in
whose
name
shares
are
registered
in
the
24
records
of
the
corporation.
25
b.
The
person
identified
as
the
beneficial
owner
of
shares
26
in
a
beneficial
ownership
certificate
pursuant
to
section
27
490.723
on
file
with
the
corporation
to
the
extent
of
the
28
rights
granted
by
such
certificate.
29
47.
“Registered
foreign
corporation”
means
a
foreign
30
corporation
registered
to
do
business
in
the
state
pursuant
to
31
subchapter
XV.
32
48.
“Secretary”
means
the
corporate
officer
to
whom
the
33
board
of
directors
has
delegated
responsibility
under
section
34
490.840,
subsection
3,
to
maintain
the
minutes
of
the
meetings
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of
the
board
of
directors
and
of
the
shareholders
and
for
1
authenticating
records
of
the
corporation.
2
49.
“Share
exchange”
means
a
transaction
pursuant
to
section
3
490.1103.
4
50.
“Shareholder”
means
a
record
shareholder.
5
51.
“Shares”
means
the
units
into
which
the
proprietary
6
interests
in
a
domestic
or
foreign
corporation
are
divided.
7
52.
“Sign”
or
“signature”
means,
with
present
intent
to
8
authenticate
or
adopt
a
document,
doing
any
of
the
following:
9
a.
Executing
or
adopting
a
tangible
symbol
to
a
document,
10
including
any
manual,
facsimile,
or
conformed
signature.
11
b.
Attaching
to
or
logically
associating
with
an
electronic
12
transmission
an
electronic
sound,
symbol,
or
process,
13
and
including
an
electronic
signature
in
an
electronic
14
transmission.
15
53.
“State”
,
when
referring
to
a
part
of
the
United
16
States,
includes
a
state
and
commonwealth,
and
their
agencies
17
and
governmental
subdivisions,
and
a
territory
and
insular
18
possession,
and
their
agencies
and
governmental
subdivisions,
19
of
the
United
States.
20
54.
“Subscriber”
means
a
person
who
subscribes
for
shares
in
21
a
corporation,
whether
before
or
after
incorporation.
22
55.
“Type
of
entity”
means
a
generic
form
of
entity
that
is
23
any
of
the
following:
24
a.
Recognized
at
common
law.
25
b.
Formed
under
an
organic
law,
regardless
of
whether
26
some
entities
formed
under
that
law
are
subject
to
provisions
27
of
that
law
that
create
different
categories
of
the
form
of
28
entity.
29
56.
a.
“Unincorporated
entity”
means
an
organization
30
or
artificial
legal
person
that
either
has
a
separate
legal
31
existence
or
has
the
power
to
acquire
an
estate
in
real
32
property
in
its
own
name
and
that
is
not
any
of
the
following:
33
(1)
A
domestic
or
foreign
business
or
nonprofit
34
corporation.
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(2)
A
series
of
a
limited
liability
company
or
of
another
1
type
of
entity.
2
(3)
An
estate.
3
(4)
A
trust.
4
(5)
A
state,
the
United
States,
or
foreign
government.
5
b.
“Unincorporated
entity”
includes
a
general
partnership,
6
limited
liability
company,
limited
partnership,
business
7
trust,
joint
stock
association,
and
unincorporated
nonprofit
8
association.
9
57.
“United
States”
includes
district,
authority,
bureau,
10
commission,
department,
and
any
other
agency
of
the
United
11
States.
12
58.
“Unrestricted
voting
trust
beneficial
owner”
means,
with
13
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
14
owner
whose
entitlement
to
exercise
the
shareholder
right
in
15
question
is
not
inconsistent
with
the
voting
trust
agreement.
16
59.
“Voting
group”
means
all
shares
of
one
or
more
17
classes
or
series
that
under
the
articles
of
incorporation
18
or
this
chapter
are
entitled
to
vote
and
be
counted
together
19
collectively
on
a
matter
at
a
meeting
of
shareholders.
All
20
shares
entitled
by
the
articles
of
incorporation
or
this
21
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
22
a
single
voting
group.
23
60.
“Voting
power”
means
the
current
power
to
vote
in
the
24
election
of
directors.
25
61.
“Voting
trust
beneficial
owner”
means
an
owner
of
26
a
beneficial
interest
in
shares
of
the
corporation
held
27
in
a
voting
trust
established
pursuant
to
section
490.730,
28
subsection
1.
29
62.
“Writing”
or
“written”
means
any
information
in
the
form
30
of
a
document.
31
Sec.
14.
Section
490.141,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.141
Notices
and
other
communications.
34
1.
A
notice
under
this
chapter
must
be
in
writing
unless
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oral
notice
is
reasonable
in
the
circumstances.
Unless
1
otherwise
agreed
between
the
sender
and
the
recipient,
words
2
in
a
notice
or
other
communication
under
this
chapter
must
be
3
in
English.
4
2.
A
notice
or
other
communication
may
be
given
by
any
5
method
of
delivery,
except
that
electronic
transmissions
must
6
be
in
accordance
with
this
section.
If
the
methods
of
delivery
7
are
impracticable,
a
notice
or
other
communication
may
be
8
given
by
means
of
a
broad
nonexclusionary
distribution
to
the
9
public,
which
may
include
a
newspaper
of
general
circulation
10
in
the
area
where
published;
radio,
television,
or
other
11
form
of
public
broadcast
communication;
or
other
methods
of
12
distribution
that
the
corporation
has
previously
identified
to
13
its
shareholders.
14
3.
A
notice
or
other
communication
to
a
domestic
corporation
15
or
to
a
foreign
corporation
registered
to
do
business
in
this
16
state
may
be
delivered
to
the
corporation’s
registered
agent
at
17
its
registered
office
or
to
the
secretary
at
the
corporation’s
18
principal
office
shown
in
its
most
recent
biennial
report
19
required
by
section
490.1622
or,
in
the
case
of
a
foreign
20
corporation
that
has
not
yet
delivered
a
biennial
report,
in
21
its
foreign
registration
statement.
22
4.
A
notice
or
other
communication
may
be
delivered
by
23
electronic
transmission
if
consented
to
by
the
recipient
or
if
24
authorized
by
subsection
10.
25
5.
Any
consent
under
subsection
4
may
be
revoked
by
the
26
person
who
consented
by
written
or
electronic
notice
to
the
27
person
to
whom
the
consent
was
delivered.
Any
such
consent
is
28
deemed
revoked
if
all
of
the
following
apply:
29
a.
The
corporation
is
unable
to
deliver
two
consecutive
30
electronic
transmissions
given
by
the
corporation
in
accordance
31
with
such
consent.
32
b.
Such
inability
becomes
known
to
the
secretary
or
an
33
assistant
secretary
or
to
the
transfer
agent,
or
other
person
34
responsible
for
the
giving
of
notice
or
other
communications;
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provided,
however,
the
inadvertent
failure
to
treat
such
1
inability
as
a
revocation
shall
not
invalidate
any
meeting
or
2
other
action.
3
6.
Unless
otherwise
agreed
between
the
sender
and
the
4
recipient,
an
electronic
transmission
is
received
when
all
of
5
the
following
apply:
6
a.
The
electronic
transmission
enters
an
information
7
processing
system
that
the
recipient
has
designated
or
uses
8
for
the
purposes
of
receiving
electronic
transmissions
or
9
information
of
the
type
sent,
and
from
which
the
recipient
is
10
able
to
retrieve
the
electronic
transmission.
11
b.
The
electronic
transmission
is
in
a
form
capable
of
being
12
processed
by
that
system.
13
7.
Receipt
of
an
electronic
acknowledgment
from
an
14
information
processing
system
described
in
subsection
6,
15
paragraph
“a”
,
establishes
that
an
electronic
transmission
was
16
received
but,
by
itself,
does
not
establish
that
the
content
17
sent
corresponds
to
the
content
received.
18
8.
An
electronic
transmission
is
received
under
this
19
section
even
if
no
person
is
aware
of
its
receipt.
20
9.
A
notice
or
other
communication,
if
in
a
comprehensible
21
form
or
manner,
is
effective
at
the
earliest
of
the
following:
22
a.
If
in
a
physical
form,
the
earliest
of
when
it
is
23
actually
received,
or
when
it
is
left
at
any
of
the
following:
24
(1)
A
shareholder’s
address
shown
on
the
corporation’s
25
record
of
shareholders
maintained
by
the
corporation
under
26
section
490.1601,
subsection
4.
27
(2)
A
director’s
residence
or
usual
place
of
business.
28
(3)
The
corporation’s
principal
office.
29
b.
If
mailed
by
postage
prepaid
and
correctly
addressed
to
a
30
shareholder,
upon
deposit
in
the
United
States
mail.
31
c.
If
mailed
by
United
States
mail
postage
prepaid
and
32
correctly
addressed
to
a
recipient
other
than
a
shareholder,
33
the
earliest
of
when
it
is
actually
received,
or
as
follows:
34
(1)
If
sent
by
registered
or
certified
mail,
return
receipt
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requested,
the
date
shown
on
the
return
receipt
signed
by
or
on
1
behalf
of
the
addressee.
2
(2)
Five
days
after
it
is
deposited
in
the
United
States
3
mail.
4
d.
If
an
electronic
transmission,
when
it
is
received
as
5
provided
in
subsection
6.
6
e.
If
oral,
when
communicated.
7
10.
A
notice
or
other
communication
may
be
in
the
form
of
8
an
electronic
transmission
that
cannot
be
directly
reproduced
9
in
paper
form
by
the
recipient
through
an
automated
process
10
used
in
conventional
commercial
practice
only
if
all
of
the
11
following
apply:
12
a.
The
electronic
transmission
is
otherwise
retrievable
in
13
perceivable
form.
14
b.
The
sender
and
the
recipient
have
consented
in
writing
to
15
the
use
of
such
form
of
electronic
transmission.
16
11.
If
this
chapter
prescribes
requirements
for
notices
17
or
other
communications
in
particular
circumstances,
those
18
requirements
govern.
If
articles
of
incorporation
or
bylaws
19
prescribe
requirements
for
notices
or
other
communications,
20
not
inconsistent
with
this
section
or
other
provisions
of
21
this
chapter,
those
requirements
govern.
The
articles
of
22
incorporation
or
bylaws
may
authorize
or
require
delivery
of
23
notices
of
meetings
of
directors
by
electronic
transmission.
24
12.
In
the
event
that
any
provisions
of
this
chapter
are
25
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
26
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
27
§§7001
et
seq.,
the
provisions
of
this
chapter
shall
control
28
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
29
federal
Act.
30
13.
a.
Whenever
notice
would
otherwise
be
required
to
be
31
given
under
any
provision
of
this
subchapter
to
a
shareholder,
32
such
notice
need
not
be
given
if
any
of
the
following
apply:
33
(1)
Notices
to
the
shareholders
of
two
consecutive
annual
34
meetings,
and
all
notices
of
meetings
during
the
period
between
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such
two
consecutive
annual
meetings,
have
been
sent
to
such
1
shareholder
at
such
shareholder’s
address
as
shown
on
the
2
records
of
the
corporation
and
have
been
returned
undeliverable
3
or
could
not
be
delivered.
4
(2)
All,
but
not
less
than
two,
payments
of
dividends
on
5
securities
during
a
twelve-month
period,
or
two
consecutive
6
payments
of
dividends
on
securities
during
a
period
of
more
7
than
twelve
months,
have
been
sent
to
such
shareholder
at
8
such
shareholder’s
address
as
shown
on
the
records
of
the
9
corporation
and
have
been
returned
undeliverable
or
could
not
10
be
delivered.
11
b.
If
any
such
shareholder
shall
deliver
to
the
corporation
12
a
written
notice
setting
forth
such
shareholder’s
then-current
13
address,
the
requirement
that
notice
be
given
to
such
14
shareholder
shall
be
reinstated.
15
Sec.
15.
Section
490.142,
Code
2021,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.142
Number
of
shareholders.
18
1.
For
purposes
of
this
chapter,
any
of
the
following
19
identified
as
a
shareholder
in
a
corporation’s
current
record
20
of
shareholders
constitutes
one
shareholder:
21
a.
Three
or
fewer
co-owners.
22
b.
A
corporation,
partnership,
trust,
estate,
or
other
23
entity.
24
c.
The
trustees,
guardians,
custodians,
or
other
fiduciaries
25
of
a
single
trust,
estate,
or
account.
26
2.
For
purposes
of
this
chapter,
shareholdings
registered
27
in
substantially
similar
names
constitute
one
shareholder
if
28
it
is
reasonable
to
believe
that
the
names
represent
the
same
29
person.
30
Sec.
16.
Section
490.143,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.143
Qualified
director.
33
1.
As
used
in
this
chapter,
a
“qualified
director”
means
a
34
director
who
takes
action,
if
at
the
time
action
is
to
be
taken
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any
of
the
following
applies:
1
a.
Under
section
490.202,
subsection
2,
paragraph
“f”
,
is
2
not
a
director
under
any
of
the
following
circumstances:
3
(1)
To
whom
the
limitation
or
elimination
of
the
duty
of
4
an
officer
to
offer
potential
business
opportunities
to
the
5
corporation
would
apply.
6
(2)
Has
a
material
relationship
with
any
other
person
to
7
whom
the
limitation
or
elimination
described
in
subparagraph
8
(1)
would
apply.
9
b.
Under
section
490.744,
does
not
have
any
of
the
10
following:
11
(1)
A
material
interest
in
the
outcome
of
the
proceeding.
12
(2)
A
material
relationship
with
a
person
who
has
such
an
13
interest.
14
c.
Under
section
490.853
or
490.855,
all
of
the
following
15
apply:
16
(1)
The
director
is
not
a
party
to
the
proceeding.
17
(2)
The
director
is
not
a
director
as
to
whom
a
transaction
18
is
a
director’s
conflicting
interest
transaction
or
who
sought
19
a
disclaimer
of
the
corporation’s
interest
in
a
business
20
opportunity
under
section
490.870,
which
transaction
or
21
disclaimer
is
challenged
in
the
proceeding.
22
(3)
The
director
does
not
have
a
material
relationship
with
23
a
director
described
in
either
subparagraph
(1)
or
(2).
24
d.
Under
section
490.862,
the
director
is
not
any
of
the
25
following:
26
(1)
A
director
as
to
whom
the
transaction
is
a
director’s
27
conflicting
interest
transaction.
28
(2)
A
director
who
has
a
material
relationship
with
another
29
director
as
to
whom
the
transaction
is
a
director’s
conflicting
30
interest
transaction.
31
e.
Under
section
490.870,
is
not
a
director
who
does
any
of
32
the
following:
33
(1)
Pursues
or
takes
advantage
of
the
business
opportunity,
34
directly
or
indirectly
through
or
on
behalf
of
another
person.
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(2)
Has
a
material
relationship
with
a
director
or
officer
1
who
pursues
or
takes
advantage
of
the
business
opportunity,
2
directly,
or
indirectly
through
or
on
behalf
of
another
person.
3
2.
As
used
in
this
section,
all
of
the
following
apply:
4
a.
“Material
interest”
means
an
actual
or
potential
5
benefit
or
detriment,
other
than
one
which
would
devolve
on
6
the
corporation
or
the
shareholders
generally,
that
would
7
reasonably
be
expected
to
impair
the
objectivity
of
the
8
director’s
judgment
when
participating
in
the
action
to
be
9
taken.
10
b.
“Material
relationship”
means
a
familial,
financial,
11
professional,
employment,
or
other
relationship
that
would
12
reasonably
be
expected
to
impair
the
objectivity
of
the
13
director’s
judgment
when
participating
in
the
action
to
be
14
taken.
15
3.
The
presence
of
one
or
more
of
the
following
16
circumstances
shall
not
automatically
prevent
a
director
from
17
being
a
qualified
director:
18
a.
Nomination
or
election
of
the
director
to
the
current
19
board
by
any
director
who
is
not
a
qualified
director
with
20
respect
to
the
matter,
or
by
any
person
that
has
a
material
21
relationship
with
that
director,
acting
alone
or
participating
22
with
others.
23
b.
Service
as
a
director
of
another
corporation
of
which
a
24
director
who
is
not
a
qualified
director
with
respect
to
the
25
matter,
or
any
individual
who
has
a
material
relationship
with
26
that
director,
is
or
was
also
a
director.
27
c.
With
respect
to
action
to
be
taken
under
section
490.744,
28
status
as
a
named
defendant,
as
a
director
against
whom
action
29
is
demanded,
or
as
a
director
who
approved
the
conduct
being
30
challenged.
31
Sec.
17.
Section
490.144,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.144
Householding.
34
1.
A
corporation
has
delivered
written
notice
or
any
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other
report
or
statement
under
this
chapter,
the
articles
of
1
incorporation,
or
the
bylaws
to
all
shareholders
who
share
a
2
common
address
if
all
of
the
following
apply:
3
a.
The
corporation
delivers
one
copy
of
the
notice,
report,
4
or
statement
to
the
common
address.
5
b.
The
corporation
addresses
the
notice,
report,
or
6
statement
to
those
shareholders
either
as
a
group
or
to
each
7
of
those
shareholders
individually
or
to
the
shareholders
in
a
8
form
to
which
each
of
those
shareholders
has
consented.
9
c.
Each
of
those
shareholders
consents
to
delivery
of
10
a
single
copy
of
such
notice,
report,
or
statement
to
the
11
shareholders’
common
address.
12
2.
Any
such
consent
described
in
subsection
1,
paragraph
13
“b”
or
“c”
,
shall
be
revocable
by
any
of
such
shareholders
who
14
deliver
written
notice
of
revocation
to
the
corporation.
If
15
such
written
notice
of
revocation
is
delivered,
the
corporation
16
shall
begin
providing
individual
notices,
reports,
or
other
17
statements
to
the
revoking
shareholder
no
later
than
thirty
18
days
after
delivery
of
the
written
notice
of
revocation.
19
3.
Any
shareholder
who
fails
to
object
by
written
notice
20
to
the
corporation,
within
sixty
days
of
written
notice
by
21
the
corporation
of
its
intention
to
deliver
single
copies
of
22
notices,
reports,
or
statements
to
shareholders
who
share
a
23
common
address
as
permitted
by
subsection
1,
shall
be
deemed
24
to
have
consented
to
receiving
such
single
copy
at
the
common
25
address;
provided
that
the
notice
of
intention
explains
that
26
consent
may
be
revoked
and
the
method
for
revoking.
27
Sec.
18.
NEW
SECTION
.
490.145
Part
definitions.
28
As
used
in
this
part:
29
1.
“Corporate
action”
means
any
action
taken
by
or
on
30
behalf
of
the
corporation,
including
any
action
taken
by
the
31
incorporator,
the
board
of
directors,
a
committee
of
the
board
32
of
directors,
an
officer
or
agent
of
the
corporation,
or
the
33
shareholders.
34
2.
“Date
of
the
defective
corporate
action”
means
the
date
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or,
if
the
defective
corporate
action
occurred
or
may
have
1
occurred
on
more
than
one
date,
the
range
of
dates,
or
the
2
approximate
date
or
range
of
dates,
if
the
exact
date
or
range
3
of
dates
is
unknown
or
not
readily
ascertainable,
the
defective
4
corporate
action
was
purported
to
have
been
taken.
5
3.
“Defective
corporate
action”
means
all
of
the
following:
6
a.
Any
corporate
action
purportedly
taken
that
is,
and
at
7
the
time
such
corporate
action
was
purportedly
taken
would
8
have
been,
within
the
power
of
the
corporation,
but
is
void
or
9
voidable
due
to
a
failure
of
authorization.
10
b.
An
overissue.
11
4.
“Failure
of
authorization”
means
the
failure
to
12
authorize,
approve,
or
otherwise
effect
a
corporate
action
in
13
compliance
with
the
provisions
of
this
chapter,
the
articles
of
14
incorporation
or
bylaws,
a
corporate
resolution,
or
any
plan
15
or
agreement
to
which
the
corporation
is
a
party,
if
and
to
the
16
extent
such
failure
would
render
such
corporate
action
void
or
17
voidable.
18
5.
“Overissue”
means
the
purported
issuance
of
any
of
the
19
following:
20
a.
Shares
of
a
class
or
series
in
excess
of
the
number
of
21
shares
of
a
class
or
series
the
corporation
has
the
power
to
22
issue
under
section
490.601
at
the
time
of
such
issuance.
23
b.
Shares
of
any
class
or
series
that
is
not
then
authorized
24
for
issuance
by
the
articles
of
incorporation.
25
6.
“Putative
shares”
means
the
shares
of
any
class
or
26
series,
including
shares
issued
upon
exercise
of
rights,
27
options,
warrants
or
other
securities
convertible
into
28
shares
of
the
corporation,
or
interests
with
respect
to
such
29
shares,
that
were
created
or
issued
as
a
result
of
a
defective
30
corporate
action,
and
any
of
the
following
applies:
31
a.
But
for
any
failure
of
authorization
would
constitute
32
valid
shares.
33
b.
Cannot
be
determined
by
the
board
of
directors
to
be
34
valid
shares.
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7.
“Valid
shares”
means
the
shares
of
any
class
or
series
1
that
have
been
duly
authorized
and
validly
issued
in
accordance
2
with
this
chapter,
including
as
a
result
of
ratification
or
3
validation
under
this
part.
4
8.
a.
“Validation
effective
time”
with
respect
to
any
5
defective
corporate
action
ratified
under
this
part
means
the
6
later
of
the
following:
7
(1)
The
time
at
which
the
ratification
of
the
defective
8
corporate
action
is
approved
by
the
shareholders,
or
if
9
approval
of
shareholders
is
not
required,
the
time
at
which
10
the
notice
required
by
section
490.149
becomes
effective
in
11
accordance
with
section
490.141.
12
(2)
The
time
at
which
any
articles
of
validation
filed
in
13
accordance
with
section
490.151
become
effective.
14
b.
The
validation
effective
time
shall
not
be
affected
by
15
the
filing
or
pendency
of
a
judicial
proceeding
under
section
16
490.152
or
otherwise,
unless
otherwise
ordered
by
the
court.
17
Sec.
19.
NEW
SECTION
.
490.146
Defective
corporate
actions.
18
1.
A
defective
corporate
action
shall
not
be
void
or
19
voidable
if
ratified
in
accordance
with
section
490.147
or
20
validated
in
accordance
with
section
490.152.
21
2.
Ratification
under
section
490.147
or
validation
under
22
section
490.152
shall
not
be
deemed
to
be
the
exclusive
means
23
of
ratifying
or
validating
any
defective
corporate
action,
and
24
the
absence
or
failure
of
ratification
in
accordance
with
this
25
part
shall
not,
of
itself,
affect
the
validity
or
effectiveness
26
of
any
corporate
action
properly
ratified
under
common
law
or
27
otherwise,
nor
shall
it
create
a
presumption
that
any
such
28
corporate
action
is
or
was
a
defective
corporate
action
or
void
29
or
voidable.
30
3.
In
the
case
of
an
overissue,
putative
shares
shall
be
31
valid
shares
effective
as
of
the
date
originally
issued
or
32
purportedly
issued
upon
any
of
the
following:
33
a.
The
effectiveness
under
this
part
and
under
subchapter
X
34
of
an
amendment
to
the
articles
of
incorporation
authorizing,
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designating,
or
creating
such
shares.
1
b.
The
effectiveness
of
any
other
corporate
action
under
2
this
part
ratifying
the
authorization,
designation,
or
creation
3
of
such
shares.
4
Sec.
20.
NEW
SECTION
.
490.147
Ratification
of
defective
5
corporate
actions.
6
1.
To
ratify
a
defective
corporate
action
under
this
7
section,
other
than
the
ratification
of
an
election
of
the
8
initial
board
of
directors
under
subsection
2,
the
board
of
9
directors
shall
take
action
ratifying
the
action
in
accordance
10
with
section
490.148,
stating
all
of
the
following:
11
a.
The
defective
corporate
action
to
be
ratified
and,
if
the
12
defective
corporate
action
involved
the
issuance
of
putative
13
shares,
the
number
and
type
of
putative
shares
purportedly
14
issued.
15
b.
The
date
of
the
defective
corporate
action.
16
c.
The
nature
of
the
failure
of
authorization
with
respect
17
to
the
defective
corporate
action
to
be
ratified.
18
d.
That
the
board
of
directors
approves
the
ratification
of
19
the
defective
corporate
action.
20
2.
In
the
event
that
a
defective
corporate
action
to
be
21
ratified
relates
to
the
election
of
the
initial
board
of
22
directors
of
the
corporation
under
section
490.205,
subsection
23
1,
paragraph
“b”
,
a
majority
of
the
persons
who,
at
the
time
of
24
the
ratification,
are
exercising
the
powers
of
directors
may
25
take
an
action
stating
all
of
the
following:
26
a.
The
name
of
the
person
or
persons
who
first
took
27
action
in
the
name
of
the
corporation
as
the
initial
board
of
28
directors
of
the
corporation.
29
b.
The
earlier
of
the
date
on
which
such
persons
first
30
took
such
action
or
were
purported
to
have
been
elected
as
the
31
initial
board
of
directors.
32
c.
That
the
ratification
of
the
election
of
such
person
or
33
persons
as
the
initial
board
of
directors
is
approved.
34
3.
If
any
provision
of
this
chapter,
the
articles
of
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incorporation
or
bylaws,
any
corporate
resolution,
or
any
1
plan
or
agreement
to
which
the
corporation
is
a
party
in
2
effect
at
the
time
action
under
subsection
1
is
taken
requires
3
shareholder
approval
or
would
have
required
shareholder
4
approval
at
the
date
of
the
occurrence
of
the
defective
5
corporate
action,
the
ratification
of
the
defective
corporate
6
action
approved
in
the
action
taken
by
the
directors
under
7
subsection
1
shall
be
submitted
to
the
shareholders
for
8
approval
in
accordance
with
section
490.148.
9
4.
Unless
otherwise
provided
in
the
action
taken
by
the
10
board
of
directors
under
subsection
1,
after
the
action
by
the
11
board
of
directors
has
been
taken
and,
if
required,
approved
12
by
the
shareholders,
the
board
of
directors
may
abandon
the
13
ratification
at
any
time
before
the
validation
effective
time
14
without
further
action
of
the
shareholders.
15
Sec.
21.
NEW
SECTION
.
490.148
Action
on
ratification.
16
1.
The
quorum
and
voting
requirements
applicable
to
a
17
ratifying
action
by
the
board
of
directors
under
section
18
490.147,
subsection
1,
shall
be
the
quorum
and
voting
19
requirements
applicable
to
the
corporate
action
proposed
to
be
20
ratified
at
the
time
such
ratifying
action
is
taken.
21
2.
If
the
ratification
of
the
defective
corporate
action
22
requires
approval
by
the
shareholders
under
section
490.147,
23
subsection
3,
and
if
the
approval
is
to
be
given
at
a
meeting,
24
the
corporation
shall
notify
each
holder
of
valid
and
putative
25
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
26
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
27
the
occurrence
of
defective
corporate
action,
provided
that
28
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
29
putative
shares
whose
identities
or
addresses
for
notice
cannot
30
be
determined
from
the
records
of
the
corporation.
The
notice
31
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
32
meeting
is
to
consider
ratification
of
a
defective
corporate
33
action
and
must
be
accompanied
by
all
of
the
following:
34
a.
Either
a
copy
of
the
action
taken
by
the
board
of
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directors
in
accordance
with
section
490.147,
subsection
1,
1
or
the
information
required
by
section
490.147,
subsection
1,
2
paragraphs
“a”
through
“d”
.
3
b.
A
statement
that
any
claim
that
the
ratification
of
4
such
defective
corporate
action
and
any
putative
shares
issued
5
as
a
result
of
such
defective
corporate
action
should
not
be
6
effective,
or
should
be
effective
only
on
certain
conditions,
7
shall
be
brought
within
one
hundred
twenty
days
from
the
8
applicable
validation
effective
time.
9
3.
Except
as
provided
in
subsection
4,
with
respect
to
the
10
voting
requirements
to
ratify
the
election
of
a
director,
the
11
quorum
and
voting
requirements
applicable
to
the
approval
by
12
the
shareholders
required
by
section
490.147,
subsection
3,
13
shall
be
the
quorum
and
voting
requirements
applicable
to
the
14
corporate
action
proposed
to
be
ratified
at
the
time
of
such
15
shareholder
approval.
16
4.
The
approval
by
shareholders
to
ratify
the
election
of
a
17
director
requires
that
the
votes
cast
within
the
voting
group
18
favoring
such
ratification
exceed
the
votes
cast
opposing
such
19
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
20
present.
21
5.
Putative
shares
on
the
record
date
for
determining
22
the
shareholders
entitled
to
vote
on
any
matter
submitted
to
23
shareholders
under
section
490.147,
subsection
3,
and
without
24
giving
effect
to
any
ratification
of
putative
shares
that
25
becomes
effective
as
a
result
of
such
vote,
shall
neither
be
26
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
27
approve
the
ratification
of
any
defective
corporate
action.
28
6.
If
the
approval
under
this
section
of
putative
shares
29
would
result
in
an
overissue,
in
addition
to
the
approval
30
required
by
section
490.147,
approval
of
an
amendment
to
the
31
articles
of
incorporation
under
subchapter
X
to
increase
32
the
number
of
shares
of
an
authorized
class
or
series
or
to
33
authorize
the
creation
of
a
class
or
series
of
shares
so
there
34
would
be
no
overissue
shall
also
be
required.
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Sec.
22.
NEW
SECTION
.
490.149
Notice
requirements.
1
1.
Unless
shareholder
approval
is
required
under
section
2
490.147,
subsection
3,
prompt
notice
of
an
action
taken
under
3
section
490.147
shall
be
given
to
each
holder
of
valid
and
4
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
5
all
of
the
following:
6
a.
The
date
of
such
action
by
the
board
of
directors.
7
b.
The
date
of
the
defective
corporate
action
ratified,
8
provided
that
notice
shall
not
be
required
to
be
given
to
9
holders
of
valid
and
putative
shares
whose
identities
or
10
addresses
for
notice
cannot
be
determined
from
the
records
of
11
the
corporation.
12
2.
The
notice
must
contain
all
of
the
following:
13
a.
Either
a
copy
of
the
action
taken
by
the
board
of
14
directors
in
accordance
with
section
490.147,
subsection
1
or
15
2,
or
the
information
required
by
section
490.147,
subsection
16
1,
paragraphs
“a”
through
“d”
,
or
section
490.147,
subsection
2,
17
paragraphs
“a”
through
“c”
,
as
applicable.
18
b.
A
statement
that
any
claim
that
the
ratification
of
19
the
defective
corporate
action
and
any
putative
shares
issued
20
as
a
result
of
such
defective
corporate
action
should
not
be
21
effective,
or
should
be
effective
only
on
certain
conditions,
22
shall
be
brought
within
one
hundred
twenty
days
from
the
23
applicable
validation
effective
time.
24
3.
No
notice
under
this
section
is
required
with
respect
25
to
any
action
required
to
be
submitted
to
shareholders
for
26
approval
under
section
490.147,
subsection
3,
if
notice
is
27
given
in
accordance
with
section
490.148,
subsection
2.
28
4.
A
notice
required
by
this
section
may
be
given
in
any
29
manner
permitted
by
section
490.141
and,
for
any
corporation
30
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
31
the
federal
Securities
Exchange
Act
of
1934,
may
be
given
by
32
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
33
States
securities
and
exchange
commission.
34
Sec.
23.
NEW
SECTION
.
490.150
Effect
of
ratification.
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From
and
after
the
validation
effective
time,
and
without
1
regard
to
the
one
hundred
twenty-day
period
during
which
2
a
claim
may
be
brought
under
section
490.152,
all
of
the
3
following
shall
apply:
4
1.
Each
defective
corporate
action
ratified
in
accordance
5
with
section
490.147
shall
not
be
void
or
voidable
as
a
result
6
of
the
failure
of
authorization
identified
in
the
action
taken
7
under
section
490.147,
subsection
1
or
2,
and
shall
be
deemed
8
a
valid
corporate
action
effective
as
of
the
date
of
the
9
defective
corporate
action.
10
2.
The
issuance
of
each
putative
share
or
fraction
of
a
11
putative
share
purportedly
issued
pursuant
to
a
defective
12
corporate
action
identified
in
the
action
taken
under
section
13
490.147
shall
not
be
void
or
voidable,
and
each
such
putative
14
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
15
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
16
was
purportedly
issued.
17
3.
Any
corporate
action
taken
subsequent
to
the
defective
18
corporate
action
ratified
in
accordance
with
this
part
in
19
reliance
on
such
defective
corporate
action
having
been
20
validly
effected
and
any
subsequent
defective
corporate
action
21
resulting
directly
or
indirectly
from
such
original
defective
22
corporate
action
shall
be
valid
as
of
the
time
taken.
23
Sec.
24.
NEW
SECTION
.
490.151
Filings.
24
1.
If
the
defective
corporate
action
ratified
under
this
25
part
would
have
required
under
any
other
section
of
this
26
chapter
a
filing
in
accordance
with
this
chapter,
then,
27
regardless
of
whether
a
filing
was
previously
made
in
respect
28
of
such
defective
corporate
action
and
in
lieu
of
a
filing
29
otherwise
required
by
this
chapter,
the
corporation
shall
file
30
articles
of
validation
in
accordance
with
this
section,
and
31
such
articles
of
validation
shall
serve
to
amend
or
substitute
32
for
any
other
filing
with
respect
to
such
defective
corporate
33
action
required
by
this
chapter.
34
2.
The
articles
of
validation
must
set
forth
all
of
the
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following:
1
a.
The
defective
corporate
action
that
is
the
subject
of
the
2
articles
of
validation,
including
in
the
case
of
any
defective
3
corporate
action
involving
the
issuance
of
putative
shares,
the
4
number
and
type
of
putative
shares
issued
and
the
date
or
dates
5
upon
which
such
putative
shares
were
purported
to
have
been
6
issued.
7
b.
The
date
of
the
defective
corporate
action.
8
c.
The
nature
of
the
failure
of
authorization
in
respect
of
9
the
defective
corporate
action.
10
d.
A
statement
that
the
defective
corporate
action
was
11
ratified
in
accordance
with
section
490.147,
including
12
the
date
on
which
the
board
of
directors
ratified
such
13
defective
corporate
action
and
the
date,
if
any,
on
which
14
the
shareholders
approved
the
ratification
of
such
defective
15
corporate
action.
16
e.
The
information
required
by
subsection
3.
17
3.
The
articles
of
validation
must
also
contain
the
18
following
information:
19
a.
If
a
filing
was
previously
made
in
respect
of
the
20
defective
corporate
action
and
no
changes
to
such
filing
are
21
required
to
give
effect
to
the
ratification
of
such
defective
22
corporate
action
in
accordance
with
section
490.147,
the
23
articles
of
validation
must
set
forth
all
of
the
following:
24
(1)
The
name,
title,
and
filing
date
of
the
filing
25
previously
made
and
any
articles
of
correction
to
that
filing.
26
(2)
A
statement
that
a
copy
of
the
filing
previously
made,
27
together
with
any
articles
of
correction
to
that
filing,
is
28
attached
as
an
exhibit
to
the
articles
of
validation.
29
b.
If
a
filing
was
previously
made
in
respect
of
the
30
defective
corporate
action
and
such
filing
requires
any
change
31
to
give
effect
to
the
ratification
of
such
defective
corporate
32
action
in
accordance
with
section
490.147,
the
articles
of
33
validation
must
set
forth
all
of
the
following:
34
(1)
The
name,
title,
and
filing
date
of
the
filing
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previously
made
and
any
articles
of
correction
to
that
filing.
1
(2)
A
statement
that
a
filing
containing
all
of
the
2
information
required
to
be
included
under
the
applicable
3
section
or
sections
of
this
chapter
to
give
effect
to
such
4
defective
corporate
action
is
attached
as
an
exhibit
to
the
5
articles
of
validation.
6
(3)
The
date
and
time
that
such
filing
is
deemed
to
have
7
become
effective.
8
c.
If
a
filing
was
not
previously
made
in
respect
of
the
9
defective
corporate
action
and
the
defective
corporate
action
10
ratified
under
section
490.147
would
have
required
a
filing
11
under
any
other
section
of
this
chapter,
the
articles
of
12
validation
must
set
forth
all
of
the
following:
13
(1)
A
statement
that
a
filing
containing
all
of
the
14
information
required
to
be
included
under
the
applicable
15
section
or
sections
of
this
chapter
to
give
effect
to
such
16
defective
corporate
action
is
attached
as
an
exhibit
to
the
17
articles
of
validation.
18
(2)
The
date
and
time
that
such
filing
is
deemed
to
have
19
become
effective.
20
Sec.
25.
NEW
SECTION
.
490.152
Judicial
proceedings
21
regarding
validity
of
corporate
actions.
22
1.
Upon
application
by
the
corporation,
any
successor
23
entity
to
the
corporation,
a
director
of
the
corporation,
any
24
shareholder,
beneficial
shareholder,
or
unrestricted
voting
25
trust
beneficial
owner
of
the
corporation,
including
any
26
such
shareholder,
beneficial
shareholder,
or
unrestricted
27
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
28
corporate
action
ratified
under
section
490.147,
or
any
other
29
person
claiming
to
be
substantially
and
adversely
affected
by
a
30
ratification
under
section
490.147,
the
district
court
of
the
31
county
where
a
corporation’s
principal
office
or,
if
none
in
32
this
state,
its
registered
office,
is
located
may
do
all
of
the
33
following:
34
a.
Determine
the
validity
and
effectiveness
of
any
corporate
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action
or
defective
corporate
action.
1
b.
Determine
the
validity
and
effectiveness
of
any
2
ratification
under
section
490.147.
3
c.
Determine
the
validity
of
any
putative
shares.
4
d.
Modify
or
waive
any
of
the
procedures
specified
in
5
section
490.147
or
490.148
to
ratify
a
defective
corporate
6
action.
7
2.
In
connection
with
an
action
under
this
section,
the
8
court
may
make
such
findings
or
orders,
and
take
into
account
9
any
factors
or
considerations,
regarding
such
matters
as
it
10
deems
proper
under
the
circumstances.
11
3.
Service
of
process
of
the
application
under
subsection
12
1
on
the
corporation
may
be
made
in
any
manner
provided
by
13
statute
of
this
state
or
by
rule
of
the
applicable
court
for
14
service
on
the
corporation,
and
no
other
party
need
be
joined
15
in
order
for
the
court
to
adjudicate
the
matter.
In
an
action
16
filed
by
the
corporation,
the
court
may
require
notice
of
the
17
action
to
be
provided
to
other
persons
specified
by
the
court
18
and
permit
such
other
persons
to
intervene
in
the
action.
19
4.
Notwithstanding
any
other
provision
of
this
section
or
20
otherwise
under
applicable
law,
any
action
asserting
that
the
21
ratification
of
any
defective
corporate
action
and
any
putative
22
shares
issued
as
a
result
of
such
defective
corporate
action
23
should
not
be
effective,
or
should
be
effective
only
on
certain
24
conditions,
shall
be
brought
within
one
hundred
twenty
days
of
25
the
validation
effective
time.
26
Sec.
26.
Section
490.201,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.201
Incorporators.
29
One
or
more
persons
may
act
as
the
incorporator
or
30
incorporators
of
a
corporation
by
delivering
articles
of
31
incorporation
to
the
secretary
of
state
for
filing.
32
Sec.
27.
Section
490.202,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.202
Articles
of
incorporation.
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1.
The
articles
of
incorporation
must
set
forth
all
of
the
1
following:
2
a.
A
corporate
name
for
the
corporation
that
satisfies
the
3
requirements
of
section
490.401.
4
b.
The
number
of
shares
the
corporation
is
authorized
to
5
issue.
6
c.
The
street
and
mailing
addresses
of
the
corporation’s
7
initial
registered
office
and
the
name
of
its
initial
8
registered
agent
at
that
office.
9
d.
The
name
and
address
of
each
incorporator.
10
2.
The
articles
of
incorporation
may
set
forth
any
of
the
11
following:
12
a.
The
names
and
addresses
of
the
individuals
who
are
to
13
serve
as
the
initial
directors.
14
b.
Provisions
not
inconsistent
with
law
regarding
any
of
the
15
following:
16
(1)
The
purpose
or
purposes
for
which
the
corporation
is
17
organized.
18
(2)
Managing
the
business
and
regulating
the
affairs
of
the
19
corporation.
20
(3)
Defining,
limiting,
and
regulating
the
powers
of
the
21
corporation,
its
board
of
directors,
and
shareholders.
22
(4)
A
par
value
for
authorized
shares
or
classes
of
shares.
23
(5)
The
imposition
of
interest
holder
liability
on
24
shareholders.
25
c.
Any
provision
that
under
this
chapter
is
required
or
26
permitted
to
be
set
forth
in
the
bylaws.
27
d.
A
provision
eliminating
or
limiting
the
liability
28
of
a
director
to
the
corporation
or
its
shareholders
for
29
money
damages
for
any
action
taken,
or
any
failure
to
take
30
any
action,
as
a
director,
except
liability
for
any
of
the
31
following:
32
(1)
The
amount
of
a
financial
benefit
received
by
a
director
33
to
which
the
director
is
not
entitled.
34
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
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the
shareholders.
1
(3)
A
violation
of
section
490.833.
2
(4)
An
intentional
violation
of
criminal
law.
3
e.
A
provision
permitting
or
making
obligatory
4
indemnification
of
a
director
for
liability,
as
defined
in
5
section
490.850,
to
any
person
for
any
action
taken,
or
any
6
failure
to
take
any
action,
as
a
director,
except
liability
for
7
any
of
the
following:
8
(1)
Receipt
of
a
financial
benefit
to
which
the
director
is
9
not
entitled.
10
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
11
its
shareholders.
12
(3)
A
violation
of
section
490.833.
13
(4)
An
intentional
violation
of
criminal
law.
14
f.
A
provision
limiting
or
eliminating
any
duty
of
a
15
director
or
any
other
person
to
offer
the
corporation
the
16
right
to
have
or
participate
in
any,
or
one
or
more
classes
17
or
categories
of,
business
opportunities,
before
the
pursuit
18
or
taking
of
the
opportunity
by
the
director
or
other
person;
19
provided
that
any
application
of
such
a
provision
to
an
officer
20
or
a
related
person
of
that
officer
is
subject
to
all
of
the
21
following:
22
(1)
It
also
requires
approval
of
that
application
by
the
23
board
of
directors,
subsequent
to
the
effective
date
of
the
24
provision,
by
action
of
qualified
directors
taken
in
compliance
25
with
the
same
procedures
as
are
set
forth
in
section
490.862.
26
(2)
It
may
be
limited
by
the
authorizing
action
of
the
27
board.
28
3.
The
articles
of
incorporation
need
not
set
forth
any
of
29
the
corporate
powers
enumerated
in
this
chapter.
30
4.
Provisions
of
the
articles
of
incorporation
may
be
made
31
dependent
upon
facts
objectively
ascertainable
outside
the
32
articles
of
incorporation
in
accordance
with
section
490.120,
33
subsection
11.
34
5.
As
used
in
this
section,
“related
person”
has
the
meaning
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specified
in
section
490.860.
1
Sec.
28.
Section
490.203,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.203
Incorporation.
4
1.
Unless
a
delayed
effective
date
is
specified,
the
5
corporate
existence
begins
when
the
articles
of
incorporation
6
are
filed.
7
2.
The
secretary
of
state’s
filing
of
the
articles
of
8
incorporation
is
conclusive
proof
that
the
incorporators
9
satisfied
all
conditions
precedent
to
incorporation
except
in
a
10
proceeding
by
the
state
to
cancel
or
revoke
the
incorporation
11
or
involuntarily
dissolve
the
corporation.
12
Sec.
29.
Section
490.205,
Code
2021,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.205
Organization
of
corporation.
15
1.
After
incorporation,
the
following
shall
apply:
16
a.
If
initial
directors
are
named
in
the
articles
17
of
incorporation,
the
initial
directors
shall
hold
an
18
organizational
meeting,
at
the
call
of
a
majority
of
the
19
directors,
to
complete
the
organization
of
the
corporation
by
20
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
21
business
brought
before
the
meeting.
22
b.
If
initial
directors
are
not
named
in
the
articles
of
23
incorporation,
the
incorporator
or
incorporators
shall
hold
24
an
organizational
meeting
at
the
call
of
a
majority
of
the
25
incorporators
to
do
any
of
the
following:
26
(1)
Elect
initial
directors
and
complete
the
organization
27
of
the
corporation.
28
(2)
Elect
a
board
of
directors
who
shall
complete
the
29
organization
of
the
corporation.
30
2.
Action
required
or
permitted
by
this
chapter
to
be
taken
31
by
incorporators
at
an
organizational
meeting
may
be
taken
32
without
a
meeting
if
the
action
taken
is
evidenced
by
one
or
33
more
written
consents
describing
the
action
taken
and
signed
by
34
each
incorporator.
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3.
An
organizational
meeting
may
be
held
in
or
out
of
this
1
state.
2
Sec.
30.
Section
490.206,
Code
2021,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.206
Bylaws.
5
1.
The
incorporators
or
board
of
directors
of
a
corporation
6
shall
adopt
initial
bylaws
for
the
corporation.
7
2.
The
bylaws
of
a
corporation
may
contain
any
provision
8
that
is
not
inconsistent
with
law
or
the
articles
of
9
incorporation.
10
3.
The
bylaws
may
contain
any
of
the
following
provisions:
11
a.
A
requirement
that
if
the
corporation
solicits
proxies
12
or
consents
with
respect
to
an
election
of
directors,
the
13
corporation
include
in
its
proxy
statement
and
any
form
14
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
15
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
16
or
more
individuals
nominated
by
a
shareholder
in
addition
to
17
individuals
nominated
by
the
board
of
directors.
18
b.
A
requirement
that
the
corporation
reimburse
the
expenses
19
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
20
connection
with
an
election
of
directors,
to
the
extent
and
21
subject
to
such
procedures
and
conditions
as
are
provided
in
22
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
23
elections
for
which
any
record
date
precedes
its
adoption.
24
4.
Notwithstanding
section
490.1020,
subsection
2,
25
paragraph
“b”
,
the
shareholders
in
amending,
repealing,
or
26
adopting
a
bylaw
described
in
subsection
3
shall
not
limit
the
27
authority
of
the
board
of
directors
to
amend
or
repeal
any
28
condition
or
procedure
set
forth
in
or
to
add
any
procedure
29
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
30
practical,
and
orderly
process.
31
Sec.
31.
Section
490.207,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.207
Emergency
bylaws.
34
1.
Unless
the
articles
of
incorporation
provide
otherwise,
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the
board
of
directors
may
adopt
bylaws
to
be
effective
only
in
1
an
emergency
as
defined
in
subsection
4.
The
emergency
bylaws,
2
which
are
subject
to
amendment
or
repeal
by
the
shareholders,
3
may
make
all
provisions
necessary
for
managing
the
corporation
4
during
the
emergency,
including
any
of
the
following:
5
a.
Procedures
for
calling
a
meeting
of
the
board
of
6
directors.
7
b.
Quorum
requirements
for
the
meeting.
8
c.
Designation
of
additional
or
substitute
directors.
9
2.
All
provisions
of
the
regular
bylaws
not
inconsistent
10
with
the
emergency
bylaws
remain
effective
during
the
11
emergency.
The
emergency
bylaws
are
not
effective
after
the
12
emergency
ends.
13
3.
Corporate
action
taken
in
good
faith
in
accordance
with
14
the
emergency
bylaws
has
all
of
the
following
effects:
15
a.
The
action
binds
the
corporation.
16
b.
The
action
shall
not
be
used
to
impose
liability
on
a
17
director,
officer,
employee,
or
agent
of
the
corporation.
18
4.
An
emergency
exists
for
purposes
of
this
section
if
a
19
quorum
of
the
board
of
directors
cannot
readily
be
assembled
20
because
of
some
catastrophic
event.
21
Sec.
32.
NEW
SECTION
.
490.208
Forum
selection
provisions.
22
1.
The
articles
of
incorporation
or
bylaws
may
require
23
that
any
or
all
internal
corporate
claims
shall
be
brought
24
exclusively
in
any
specified
court
or
courts
of
this
state
25
and,
if
so
specified,
in
any
additional
courts
in
this
state
26
or
in
any
other
jurisdictions
with
which
the
corporation
has
a
27
reasonable
relationship.
28
2.
A
provision
of
the
articles
of
incorporation
or
bylaws
29
adopted
under
subsection
1
shall
not
have
the
effect
of
30
conferring
jurisdiction
on
any
court
or
over
any
person
or
31
claim,
and
shall
not
apply
if
none
of
the
courts
specified
32
by
such
provision
has
the
requisite
personal
and
subject
33
matter
jurisdiction.
If
the
court
or
courts
of
this
state
34
specified
in
a
provision
adopted
under
subsection
1
do
not
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have
the
requisite
personal
and
subject
matter
jurisdiction
1
and
another
court
of
this
state
does
have
such
jurisdiction,
2
then
the
internal
corporate
claim
may
be
brought
in
such
other
3
court
of
this
state,
notwithstanding
that
such
other
court
4
of
this
state
is
not
specified
in
such
provision,
and
in
any
5
other
court
specified
in
such
provision
that
has
the
requisite
6
jurisdiction.
7
3.
No
provision
of
the
articles
of
incorporation
or
bylaws
8
may
prohibit
bringing
an
internal
corporate
claim
in
the
9
courts
of
this
state
or
require
such
claims
to
be
determined
10
by
arbitration.
11
4.
“Internal
corporate
claim”
means,
for
the
purposes
of
12
this
section,
any
of
the
following:
13
a.
Any
claim
that
is
based
upon
a
violation
of
a
duty
14
under
the
laws
of
this
state
by
a
current
or
former
director,
15
officer,
or
shareholder
in
such
capacity.
16
b.
Any
derivative
action
or
proceeding
brought
on
behalf
of
17
the
corporation.
18
c.
Any
action
asserting
a
claim
arising
pursuant
to
any
19
provision
of
this
chapter
or
the
articles
of
incorporation
or
20
bylaws.
21
d.
Any
action
asserting
a
claim
governed
by
the
internal
22
affairs
doctrine
that
is
not
included
in
paragraphs
“a”
through
23
“c”
.
24
Sec.
33.
NEW
SECTION
.
490.209
Foreign-trade
zone
25
corporation.
26
A
corporation
may
be
organized
under
the
laws
of
this
state
27
for
the
purpose
of
establishing,
operating,
and
maintaining
28
a
foreign-trade
zone
as
defined
in
19
U.S.C.
§81(a).
A
29
corporation
organized
for
the
purposes
set
forth
in
this
30
section
has
all
powers
necessary
or
convenient
for
applying
31
for
a
grant
of
authority
to
establish,
operate,
and
maintain
32
a
foreign-trade
zone
under
19
U.S.C.
§81(a)
et
seq.,
and
33
regulations
promulgated
under
that
law,
and
for
establishing,
34
operating,
and
maintaining
a
foreign-trade
zone
pursuant
to
35
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that
grant
of
authority.
1
Sec.
34.
Section
490.302,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.302
General
powers.
4
Unless
its
articles
of
incorporation
provide
otherwise,
5
every
corporation
has
perpetual
duration
and
succession
in
its
6
corporate
name
and
has
the
same
powers
as
an
individual
to
do
7
all
things
necessary
or
convenient
to
carry
out
its
business
8
and
affairs,
including
the
power
to
do
all
of
the
following:
9
1.
Sue
and
be
sued,
complain,
and
defend
in
its
corporate
10
name.
11
2.
Have
a
corporate
seal,
which
may
be
altered
at
will,
and
12
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
13
in
any
other
manner
reproducing
it.
14
3.
Make
and
amend
bylaws,
not
inconsistent
with
its
articles
15
of
incorporation
or
with
the
laws
of
this
state,
for
managing
16
the
business
and
regulating
the
affairs
of
the
corporation.
17
4.
Purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
18
hold,
improve,
use,
and
otherwise
deal
with,
real
or
personal
19
property,
or
any
legal
or
equitable
interest
in
property,
20
wherever
located.
21
5.
Sell,
convey,
mortgage,
pledge,
lease,
exchange,
and
22
otherwise
dispose
of
all
or
any
part
of
its
property.
23
6.
Purchase,
receive,
subscribe
for,
or
otherwise
acquire,
24
own,
hold,
vote,
use,
sell,
mortgage,
lend,
pledge,
or
25
otherwise
dispose
of,
and
deal
in
and
with
shares
or
other
26
interests
in,
or
obligations
of,
any
other
entity.
27
7.
Make
contracts
and
guarantees,
incur
liabilities,
28
borrow
money,
issue
its
notes,
bonds,
and
other
securities
29
and
obligations,
which
may
be
convertible
into
or
include
the
30
option
to
purchase
other
securities
of
the
corporation,
and
31
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
32
its
property,
franchises,
or
income.
33
8.
Lend
money,
invest
and
reinvest
its
funds,
and
receive
34
and
hold
real
and
personal
property
as
security
for
repayment.
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9.
Be
a
promoter,
partner,
member,
associate,
or
manager
of
1
any
partnership,
joint
venture,
trust,
or
other
entity.
2
10.
Conduct
its
business,
locate
offices,
and
exercise
the
3
powers
granted
by
this
chapter
within
or
without
this
state.
4
11.
Elect
directors
and
appoint
officers,
employees,
and
5
agents
of
the
corporation,
define
their
duties,
fix
their
6
compensation,
and
lend
them
money
and
credit.
7
12.
Pay
pensions
and
establish
pension
plans,
pension
8
trusts,
profit
sharing
plans,
share
bonus
plans,
share
option
9
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
10
current
or
former
directors,
officers,
employees,
and
agents.
11
13.
Make
donations
for
the
public
welfare
or
for
charitable,
12
scientific,
or
educational
purposes.
13
14.
Transact
any
lawful
business
that
will
aid
governmental
14
policy.
15
15.
Make
payments
or
donations,
or
do
any
other
act,
not
16
inconsistent
with
law,
that
furthers
the
business
and
affairs
17
of
the
corporation.
18
Sec.
35.
Section
490.303,
Code
2021,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.303
Emergency
powers.
21
1.
In
anticipation
of
or
during
an
emergency
as
defined
in
22
subsection
4,
the
board
of
directors
of
a
corporation
may
do
23
all
of
the
following:
24
a.
Modify
lines
of
succession
to
accommodate
the
incapacity
25
of
any
director,
officer,
employee,
or
agent.
26
b.
Relocate
the
principal
office,
designate
alternative
27
principal
offices
or
regional
offices,
or
authorize
the
28
officers
to
do
so.
29
2.
During
an
emergency
as
defined
in
subsection
4,
unless
30
emergency
bylaws
provide
otherwise:
31
a.
Notice
of
a
meeting
of
the
board
of
directors
need
be
32
given
only
to
those
directors
whom
it
is
practicable
to
reach
33
and
may
be
given
in
any
practicable
manner.
34
b.
One
or
more
officers
of
the
corporation
present
at
a
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meeting
of
the
board
of
directors
may
be
deemed
to
be
directors
1
for
the
meeting,
in
order
of
rank
and
within
the
same
rank
in
2
order
of
seniority,
as
necessary
to
achieve
a
quorum.
3
3.
Corporate
action
taken
in
good
faith
during
an
emergency
4
under
this
section
to
further
the
ordinary
business
affairs
of
5
the
corporation
shall
both:
6
a.
Bind
the
corporation.
7
b.
Not
be
used
to
impose
liability
on
a
corporate
director,
8
officer,
employee,
or
agent.
9
4.
An
emergency
exists
for
purposes
of
this
section
if
a
10
quorum
of
the
board
of
directors
cannot
readily
be
assembled
11
because
of
some
catastrophic
event.
12
Sec.
36.
Section
490.401,
Code
2021,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.401
Corporate
name.
15
1.
A
corporate
name
is
subject
to
all
of
the
following:
16
a.
It
must
contain
the
word
“corporation”,
“incorporated”,
17
“company”,
or
“limited”,
or
the
abbreviation
“corp.”,
“inc.”,
18
“co.”,
or
“ltd.”,
or
words
or
abbreviations
of
like
import
in
19
another
language.
20
b.
It
must
not
contain
language
stating
or
implying
that
21
the
corporation
is
organized
for
a
purpose
other
than
that
22
permitted
by
section
490.301
and
its
articles
of
incorporation.
23
2.
Except
as
authorized
by
subsections
3
and
4,
a
corporate
24
name
must
be
distinguishable
upon
the
records
of
the
secretary
25
of
state
from
all
of
the
following:
26
a.
The
corporate
name
of
a
corporation
incorporated
in
27
this
state
which
is
not
administratively
dissolved,
or
if
such
28
corporation
has
been
administratively
dissolved,
within
five
29
years
after
the
effective
date
of
dissolution.
30
b.
A
corporate
name
reserved
or
registered
under
section
31
490.402
or
490.403
or
any
similar
provision
of
the
law
of
this
32
state.
33
c.
The
name
of
a
foreign
corporation
registered
to
do
34
business
in
this
state
or
an
alternate
name
adopted
by
a
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foreign
corporation
registered
to
do
business
in
this
state
1
because
its
corporate
name
is
unavailable.
2
d.
The
corporate
name
of
a
nonprofit
corporation
3
incorporated
in
this
state
which
is
not
administratively
4
dissolved.
5
e.
The
name
of
a
foreign
nonprofit
corporation
registered
6
to
do
business
in
this
state
or
an
alternate
name
adopted
by
a
7
foreign
nonprofit
corporation
registered
to
conduct
activities
8
in
this
state
because
its
real
name
is
unavailable.
9
f.
The
name
of
a
domestic
filing
entity
which
is
not
10
administratively
dissolved.
11
g.
The
name
of
a
foreign
unincorporated
entity
registered
12
to
do
business
in
this
state
or
an
alternate
name
adopted
by
13
such
an
entity
registered
to
conduct
activities
in
this
state
14
because
its
real
name
is
unavailable.
15
h.
A
name
reserved,
registered,
or
protected
as
follows:
16
(1)
For
a
limited
liability
partnership,
section
486A.1001
17
or
486A.1002.
18
(2)
For
a
limited
partnership,
section
488.108,
488.109,
or
19
488.810.
20
(3)
For
a
business
corporation,
this
section,
or
section
21
490.402,
490.403,
or
490.1422.
22
(4)
For
a
limited
liability
company
under
chapter
489,
23
section
489.108,
489.109,
or
489.706.
24
(5)
For
a
nonprofit
corporation,
section
504.401,
504.402,
25
504.403,
or
504.1423.
26
3.
A
corporation
may
apply
to
the
secretary
of
state
for
27
authorization
to
use
a
name
that
is
not
distinguishable
upon
28
the
secretary
of
state’s
records
from
one
or
more
of
the
names
29
described
in
subsection
2.
The
secretary
of
state
shall
30
authorize
use
of
the
name
applied
for
if
any
of
the
following
31
conditions
apply:
32
a.
The
other
corporation
or
unincorporated
entity
consents
33
to
the
use
in
writing
and
submits
an
undertaking
in
form
34
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
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name
that
is
distinguishable
upon
the
records
of
the
secretary
1
of
state
from
the
name
of
the
applying
corporation.
2
b.
The
applicant
delivers
to
the
secretary
of
state
a
3
certified
copy
of
the
final
judgment
of
a
court
of
competent
4
jurisdiction
establishing
the
applicant’s
right
to
use
the
name
5
applied
for
in
this
state.
6
4.
A
corporation
may
use
the
name,
including
the
fictitious
7
name,
of
another
domestic
or
foreign
corporation
that
is
used
8
in
this
state
if
the
other
corporation
is
incorporated
or
9
authorized
to
transact
business
in
this
state
and
the
proposed
10
user
corporation
submits
documentation
to
the
satisfaction
11
of
the
secretary
of
state
establishing
any
of
the
following
12
conditions:
13
a.
Has
merged
with
the
other
corporation.
14
b.
Has
been
formed
by
reorganization
of
the
other
15
corporation.
16
c.
Has
acquired
all
or
substantially
all
of
the
assets,
17
including
the
corporate
name,
of
the
other
corporation.
18
5.
This
chapter
does
not
control
the
use
of
fictitious
19
names;
however,
if
a
corporation
or
a
foreign
corporation
20
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
21
secretary
of
state
for
filing
a
copy
of
the
resolution
of
its
22
board
of
directors,
certified
by
its
secretary,
adopting
the
23
fictitious
name.
24
Sec.
37.
Section
490.402,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.402
Reserved
name.
27
1.
A
person
may
reserve
the
exclusive
use
of
a
corporate
28
name,
including
a
fictitious
or
alternate
name
for
a
foreign
29
corporation
whose
corporate
name
is
not
available,
by
30
delivering
an
application
to
the
secretary
of
state
for
31
filing.
The
application
must
set
forth
the
name
and
address
32
of
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
33
secretary
of
state
finds
that
the
corporate
name
applied
for
is
34
available,
the
secretary
of
state
shall
reserve
the
name
for
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the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
1
twenty-day
period.
2
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
3
reservation
to
another
person
by
delivering
to
the
secretary
of
4
state
a
signed
notice
of
the
transfer
that
states
the
name
and
5
address
of
the
transferee.
6
Sec.
38.
Section
490.403,
Code
2021,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.403
Registered
name.
9
1.
A
foreign
corporation
may
register
its
corporate
10
name,
or
its
corporate
name
with
the
addition
of
any
word
11
or
abbreviation
listed
in
section
490.401,
subsection
1,
12
paragraph
“a”
,
if
necessary
for
the
corporate
name
to
comply
13
with
section
490.401,
subsection
1,
paragraph
“a”
,
if
the
name
14
is
distinguishable
upon
the
records
of
the
secretary
of
state
15
from
the
corporate
names
that
are
not
available
under
section
16
490.401,
subsection
2.
17
2.
A
foreign
corporation
registers
its
corporate
name,
or
18
its
corporate
name
with
any
addition
permitted
by
subsection
19
1,
by
delivering
to
the
secretary
of
state
for
filing
an
20
application
that
complies
with
all
of
the
following:
21
a.
Sets
forth
that
name,
the
state
or
country
and
date
of
22
its
incorporation,
and
a
brief
description
of
the
nature
of
the
23
business
which
is
to
be
conducted
in
this
state.
24
b.
Is
accompanied
by
a
certificate
of
existence,
or
a
25
document
of
similar
import,
from
the
state
or
country
of
26
incorporation.
27
3.
The
name
is
registered
for
the
applicant’s
exclusive
28
use
upon
the
effective
date
of
the
application
and
for
the
29
remainder
of
the
calendar
year,
unless
renewed.
30
4.
A
foreign
corporation
whose
name
registration
is
31
effective
may
renew
it
for
successive
years
by
delivering
32
to
the
secretary
of
state
for
filing
a
renewal
application,
33
which
complies
with
the
requirements
of
subsection
2,
between
34
October
1
and
December
31
of
the
preceding
year.
The
renewal
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application
when
filed
renews
the
registration
for
the
1
following
calendar
year.
2
5.
a.
A
foreign
corporation
whose
name
registration
is
3
effective
may
thereafter
do
any
of
the
following:
4
(1)
Register
to
do
business
as
a
foreign
corporation
under
5
the
registered
name,
if
it
complies
with
section
490.401,
6
subsection
1,
paragraph
“b”
.
7
(2)
Consent
in
writing
to
the
use
of
that
name
by
a
domestic
8
corporation
thereafter
incorporated
under
this
chapter
or
by
9
another
foreign
corporation.
10
b.
The
registration
terminates
when
the
domestic
corporation
11
is
incorporated
or
the
foreign
corporation
registers
to
do
12
business
under
that
name.
13
Sec.
39.
Section
490.501,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.501
Registered
office
and
agent
of
domestic
and
16
registered
foreign
corporations.
17
1.
Each
corporation
shall
continuously
maintain
in
this
18
state
all
of
the
following:
19
a.
A
registered
office
that
may
be
the
same
as
any
of
its
20
places
of
business.
21
b.
A
registered
agent,
which
may
be
any
of
the
following:
22
(1)
An
individual
who
resides
in
this
state
and
whose
23
business
office
is
identical
with
the
registered
office.
24
(2)
A
domestic
or
foreign
corporation
or
eligible
entity
25
whose
business
office
is
identical
with
the
registered
office
26
and,
in
the
case
of
a
foreign
corporation
or
foreign
eligible
27
entity,
is
registered
to
do
business
in
this
state.
28
2.
As
used
in
this
subchapter,
“corporation”
means
both
a
29
domestic
corporation
and
a
registered
foreign
corporation.
30
Sec.
40.
Section
490.502,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.502
Change
of
registered
office
or
registered
agent.
33
1.
A
corporation
may
change
its
registered
office
or
34
registered
agent
by
delivering
to
the
secretary
of
state
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_____
for
filing
a
statement
of
change
that
sets
forth
all
of
the
1
following:
2
a.
The
name
of
the
corporation.
3
b.
The
street
and
mailing
addresses
of
its
current
4
registered
office.
5
c.
If
the
current
registered
office
is
to
be
changed,
the
6
street
and
mailing
addresses
of
the
new
registered
office.
7
d.
The
name
of
its
current
registered
agent.
8
e.
If
the
current
registered
agent
is
to
be
changed,
the
9
name
of
the
new
registered
agent
and
the
new
agent’s
written
10
consent,
either
on
the
statement
or
attached
to
it,
to
the
11
appointment.
12
f.
That
after
the
change
or
changes
are
made,
the
street
and
13
mailing
addresses
of
its
registered
office
and
of
the
business
14
office
of
its
registered
agent
will
be
identical.
15
2.
If
the
street
or
mailing
address
of
a
registered
agent’s
16
business
office
changes,
the
agent
shall
change
the
street
or
17
mailing
address
of
the
registered
office
of
any
corporation
for
18
which
the
agent
is
the
registered
agent
by
delivering
a
signed
19
written
notice
of
the
change
to
the
corporation
and
delivering
20
to
the
secretary
of
state
for
filing
a
signed
statement
that
21
complies
with
the
requirements
of
subsection
1
and
states
that
22
the
corporation
has
been
notified
of
the
change.
23
3.
If
a
registered
agent
changes
the
registered
agent’s
24
business
address
to
another
place,
the
registered
agent
may
25
change
the
business
address
and
the
address
of
the
registered
26
agent
by
filing
a
statement
as
required
in
subsection
2
for
27
each
corporation,
or
a
single
statement
for
all
corporations
28
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
29
registered
agent
and
need
not
be
responsive
to
subsection
1,
30
paragraph
“e”
,
and
must
recite
that
a
copy
of
the
statement
has
31
been
mailed
to
each
corporation
named
in
the
notice.
32
4.
A
corporation
may
also
change
its
registered
office
or
33
registered
agent
in
its
biennial
report
as
provided
in
section
34
490.1622.
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Sec.
41.
Section
490.503,
Code
2021,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.503
Resignation
of
registered
agent.
3
1.
A
registered
agent
may
resign
as
agent
for
a
corporation
4
by
delivering
to
the
secretary
of
state
for
filing
a
statement
5
of
resignation
signed
by
the
agent
which
shall
state
all
of
the
6
following:
7
a.
The
name
of
the
corporation.
8
b.
The
name
of
the
agent.
9
c.
The
agent
resigns
from
serving
as
registered
agent
for
10
the
corporation.
11
d.
The
address
of
the
corporation
to
which
the
agent
will
12
deliver
the
notice
required
by
subsection
3.
13
2.
A
statement
of
resignation
takes
effect
on
the
earlier
14
of
the
following:
15
a.
12:01
a.m.
on
the
thirty-first
day
after
the
day
on
which
16
it
is
filed
by
the
secretary
of
state.
17
b.
The
designation
of
a
new
registered
agent
for
the
18
corporation.
19
3.
A
registered
agent
promptly
shall
deliver
to
the
20
corporation
notice
of
the
date
on
which
a
statement
of
21
resignation
was
delivered
to
the
secretary
of
state
for
filing.
22
4.
When
a
statement
of
resignation
takes
effect,
the
person
23
that
resigned
ceases
to
have
responsibility
under
this
chapter
24
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
25
corporation.
The
resignation
does
not
affect
any
contractual
26
rights
the
corporation
has
against
the
agent
or
that
the
agent
27
has
against
the
corporation.
28
5.
A
registered
agent
may
resign
with
respect
to
a
29
corporation
regardless
of
whether
the
corporation
is
in
good
30
standing.
31
Sec.
42.
Section
490.504,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.504
Service
on
corporation.
34
1.
A
corporation’s
registered
agent
is
the
corporation’s
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agent
for
service
of
process,
notice,
or
demand
required
or
1
permitted
by
law
to
be
served
on
the
corporation.
2
2.
If
a
corporation
has
no
registered
agent,
or
the
agent
3
cannot
with
reasonable
diligence
be
served,
the
corporation
4
may
be
served
by
registered
or
certified
mail,
return
receipt
5
requested,
addressed
to
the
secretary
at
the
corporation’s
6
principal
office.
Service
is
perfected
under
this
subsection
7
at
the
earliest
of
the
following:
8
a.
The
date
the
corporation
receives
the
mail.
9
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
10
of
the
corporation.
11
c.
Five
days
after
its
deposit
in
the
United
States
mail,
12
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
correctly
13
addressed.
14
3.
a.
The
secretary
of
state
shall
be
an
agent
of
the
15
corporation
upon
whom
process,
notice,
or
demand
may
be
served,
16
if
any
of
the
following
applies:
17
(1)
The
process,
notice,
or
demand
cannot
be
served
on
a
18
corporation
pursuant
to
subsection
1
or
2.
19
(2)
The
process,
notice,
or
demand
is
to
be
served
on
20
a
registered
foreign
corporation
that
has
withdrawn
its
21
registration
pursuant
to
section
490.1507
or
490.1509,
or
the
22
registration
of
which
has
been
terminated
pursuant
to
section
23
490.1511.
24
b.
Service
of
any
process,
notice,
or
demand
on
the
25
secretary
of
state
as
agent
for
a
corporation
may
be
made
by
26
delivering
to
the
secretary
of
state
duplicate
copies
of
the
27
process,
notice,
or
demand.
If
process,
notice,
or
demand
28
is
served
on
the
secretary
of
state,
the
secretary
of
state
29
shall
forward
one
of
the
copies
by
registered
or
certified
30
mail,
return
receipt
requested,
to
the
corporation
at
the
31
last
address
shown
in
the
records
of
the
secretary
of
state.
32
Service
is
effected
under
this
subsection
at
the
earliest
of
33
the
following:
34
(1)
The
date
the
corporation
receives
the
process,
notice,
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or
demand.
1
(2)
The
date
shown
on
the
return
receipt,
if
signed
on
2
behalf
of
the
corporation.
3
(3)
Five
days
after
the
process,
notice,
or
demand
is
4
deposited
with
the
United
States
mail
by
the
secretary
of
5
state.
6
4.
This
section
does
not
prescribe
the
only
means,
or
7
necessarily
the
required
means,
of
serving
a
corporation.
8
Sec.
43.
Section
490.601,
Code
2021,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.601
Authorized
shares.
11
1.
The
articles
of
incorporation
must
set
forth
any
classes
12
of
shares
and
series
of
shares
within
a
class,
and
the
number
13
of
shares
of
each
class
and
series,
that
the
corporation
is
14
authorized
to
issue.
If
more
than
one
class
or
series
of
15
shares
is
authorized,
the
articles
of
incorporation
must
16
prescribe
a
distinguishing
designation
for
each
class
or
series
17
and,
before
the
issuance
of
shares
of
a
class
or
series,
18
describe
the
terms,
including
the
preferences,
rights,
and
19
limitations
of
that
class
or
series.
Except
to
the
extent
20
varied
as
permitted
by
this
section,
all
shares
of
a
class
or
21
series
must
have
terms,
including
preferences,
rights,
and
22
limitations
that
are
identical
with
those
of
other
shares
of
23
the
same
class
or
series.
24
2.
The
articles
of
incorporation
must
authorize
all
of
the
25
following:
26
a.
One
or
more
classes
or
series
of
shares
that
together
27
have
full
voting
rights.
28
b.
One
or
more
classes
or
series
of
shares,
which
may
be
29
the
same
class,
classes,
or
series
as
those
with
voting
rights,
30
that
together
are
entitled
to
receive
the
net
assets
of
the
31
corporation
upon
dissolution.
32
3.
The
articles
of
incorporation
may
authorize
one
or
more
33
classes
or
series
of
shares
that
have
any
of
the
following
34
characteristics:
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_____
a.
Have
special,
conditional,
or
limited
voting
rights,
or
1
no
right
to
vote,
except
to
the
extent
otherwise
provided
by
2
this
chapter.
3
b.
Are
redeemable
or
convertible
as
specified
in
the
4
articles
of
incorporation
in
any
of
the
following
ways:
5
(1)
At
the
option
of
the
corporation,
the
shareholder,
or
6
another
person
or
upon
the
occurrence
of
a
specified
event.
7
(2)
For
cash,
indebtedness,
securities,
or
other
property.
8
(3)
At
prices
and
in
amounts
specified
or
determined
in
9
accordance
with
a
formula.
10