Bill Text: IA SSB1113 | 2013-2014 | 85th General Assembly | Introduced
Bill Title: A study bill for an act relating to the establishment and management of business entities organized in this state or formed in a different state and authorized to do business in this state.
Spectrum: Unknown
Status: (N/A - Dead) 0000-00-00 - State Government: Danielson Chair,Courtney, and Smith, R.. [SSB1113 Detail]
Download: Iowa-2013-SSB1113-Introduced.html
Senate
Study
Bill
1113
-
Introduced
SENATE/HOUSE
FILE
_____
BY
(PROPOSED
SECRETARY
OF
STATE
BILL)
A
BILL
FOR
An
Act
relating
to
the
establishment
and
management
of
business
1
entities
organized
in
this
state
or
formed
in
a
different
2
state
and
authorized
to
do
business
in
this
state.
3
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
4
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DIVISION
I
1
STREET
ADDRESS
REQUIREMENTS
FOR
BUSINESS
ENTITIES
2
Section
1.
Section
486A.303,
subsection
1,
paragraph
a,
3
subparagraph
(3),
Code
2013,
is
amended
to
read
as
follows:
4
(3)
The
names
and
mailing
street
addresses
of
all
of
5
the
partners
or
of
an
agent
appointed
and
maintained
by
the
6
partnership
for
the
purpose
of
subsection
2
.
7
Sec.
2.
Section
486A.906,
subsection
2,
Code
2013,
is
8
amended
to
read
as
follows:
9
2.
The
secretary
of
state
of
this
state
is
the
agent
10
for
service
of
process
in
an
action
or
proceeding
against
11
a
surviving
foreign
partnership
or
limited
partnership
to
12
enforce
an
obligation
of
a
domestic
partnership
or
limited
13
partnership
that
is
a
party
to
a
merger.
The
surviving
entity
14
shall
promptly
notify
the
secretary
of
state
of
the
mailing
15
street
address
of
its
chief
executive
office
and
of
any
change
16
of
street
address.
Upon
receipt
of
process,
the
secretary
of
17
state
shall
mail
a
copy
of
the
process
to
the
surviving
foreign
18
partnership
or
limited
partnership.
19
Sec.
3.
Section
486A.1001,
subsection
3,
paragraph
c,
Code
20
2013,
is
amended
to
read
as
follows:
21
c.
The
street
address
of
a
registered
office
and
the
name
22
and
street
address
of
a
registered
agent
for
service
of
process
23
in
this
state,
which
the
partnership
is
required
to
maintain
as
24
provided
in
section
486A.1211
.
25
Sec.
4.
Section
488.109,
subsection
3,
Code
2013,
is
amended
26
to
read
as
follows:
27
3.
A
person
that
has
reserved
a
name
under
this
section
28
may
deliver
to
the
secretary
of
state
for
filing
a
notice
of
29
transfer
that
states
the
reserved
name,
the
name
and
street
and
30
mailing
address
of
some
other
person
to
which
the
reservation
31
is
to
be
transferred,
and
the
paragraph
of
subsection
1
which
32
applies
to
the
other
person.
Subject
to
section
488.206,
33
subsection
3
,
the
transfer
is
effective
when
the
secretary
of
34
state
files
the
notice
of
transfer.
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Sec.
5.
Section
488.111,
subsection
1,
Code
2013,
is
amended
1
to
read
as
follows:
2
1.
A
current
list
showing
the
full
name
and
last
known
3
street
and
mailing
address
of
each
partner,
separately
4
identifying
the
general
partners,
in
alphabetical
order,
and
5
the
limited
partners,
in
alphabetical
order.
6
Sec.
6.
Section
488.115,
subsection
1,
Code
2013,
is
amended
7
to
read
as
follows:
8
1.
In
order
to
change
its
designated
office,
agent
for
9
service
of
process,
or
the
street
address
of
its
agent
for
10
service
of
process,
a
limited
partnership
or
a
foreign
limited
11
partnership
may
deliver
to
the
secretary
of
state
for
filing
a
12
statement
of
change
containing
all
of
the
following:
13
a.
The
name
of
the
limited
partnership
or
foreign
limited
14
partnership.
15
b.
The
street
and
mailing
address
of
its
current
designated
16
office.
17
c.
If
the
current
designated
office
is
to
be
changed,
the
18
street
and
mailing
address
of
the
new
designated
office.
19
d.
The
name
and
street
and
mailing
address
of
its
current
20
agent
for
service
of
process.
21
e.
If
the
current
agent
for
service
of
process
or
an
street
22
address
of
the
agent
is
to
be
changed,
the
new
information.
23
Sec.
7.
Section
488.116,
subsection
2,
Code
2013,
is
amended
24
to
read
as
follows:
25
2.
After
receiving
a
statement
of
resignation,
the
26
secretary
of
state
shall
file
it
and
mail
a
copy
to
the
27
designated
office
of
the
limited
partnership
or
foreign
limited
28
partnership
and
another
copy
to
the
principal
office
if
the
29
street
address
of
the
office
appears
in
the
records
of
the
30
secretary
of
state
and
is
different
from
the
street
address
of
31
the
designated
office.
32
Sec.
8.
Section
488.117,
subsection
2,
Code
2013,
is
amended
33
to
read
as
follows:
34
2.
If
a
limited
partnership
or
foreign
limited
partnership
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does
not
appoint
or
maintain
an
agent
for
service
of
process
1
in
this
state
or
the
agent
for
service
of
process
cannot
with
2
reasonable
diligence
be
found
at
the
agent’s
street
address,
3
the
secretary
of
state
is
an
agent
of
the
limited
partnership
4
or
foreign
limited
partnership
upon
whom
process,
notice,
or
5
demand
may
be
served.
6
Sec.
9.
Section
488.201,
subsection
1,
paragraphs
b
and
c,
7
Code
2013,
are
amended
to
read
as
follows:
8
b.
The
street
and
mailing
address
of
the
initial
designated
9
office
and
the
name
and
street
and
mailing
address
of
the
10
initial
agent
for
service
of
process.
11
c.
The
name
and
the
street
and
mailing
address
of
each
12
general
partner.
13
Sec.
10.
Section
488.803,
subsection
3,
paragraph
b,
14
subparagraph
(3),
Code
2013,
is
amended
to
read
as
follows:
15
(3)
The
street
and
mailing
address
of
the
person.
16
Sec.
11.
Section
488.806,
subsection
2,
paragraph
b,
Code
17
2013,
is
amended
to
read
as
follows:
18
b.
Provide
a
mailing
street
address
to
which
the
claim
is
19
to
be
sent.
20
Sec.
12.
Section
488.807,
subsection
2,
paragraph
b,
Code
21
2013,
is
amended
to
read
as
follows:
22
b.
Describe
the
information
required
to
be
contained
in
a
23
claim
and
provide
a
mailing
street
address
to
which
the
claim
24
is
to
be
sent.
25
Sec.
13.
Section
488.902,
subsection
1,
paragraphs
c
26
through
e,
Code
2013,
are
amended
to
read
as
follows:
27
c.
The
street
and
mailing
address
of
the
foreign
limited
28
partnership’s
principal
office
and,
if
the
laws
of
the
29
jurisdiction
under
which
the
foreign
limited
partnership
is
30
organized
require
the
foreign
limited
partnership
to
maintain
31
an
office
in
that
jurisdiction,
the
street
and
mailing
address
32
of
the
required
office.
33
d.
The
name
and
street
and
mailing
address
of
the
foreign
34
limited
partnership’s
initial
agent
for
service
of
process
in
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this
state.
1
e.
The
name
and
street
and
mailing
address
of
each
of
the
2
foreign
limited
partnership’s
general
partners.
3
Sec.
14.
Section
488.906,
subsection
1,
paragraph
d,
Code
4
2013,
is
amended
to
read
as
follows:
5
d.
Deliver
for
filing
a
statement
of
a
change
under
section
6
488.115
within
thirty
days
after
a
change
has
occurred
in
the
7
name
or
street
address
of
the
agent.
8
Sec.
15.
Section
488.1104,
subsection
1,
paragraph
a,
9
subparagraph
(6),
Code
2013,
is
amended
to
read
as
follows:
10
(6)
If
the
converted
organization
is
a
foreign
organization
11
not
authorized
to
transact
business
in
this
state,
the
street
12
and
mailing
address
of
an
office
which
the
secretary
of
state
13
may
use
for
the
purposes
of
section
488.1105,
subsection
3
.
14
Sec.
16.
Section
488.1108,
subsection
2,
paragraph
g,
Code
15
2013,
is
amended
to
read
as
follows:
16
g.
If
the
surviving
organization
is
a
foreign
organization
17
not
authorized
to
transact
business
in
this
state,
the
street
18
and
mailing
address
of
an
office
which
the
secretary
of
state
19
may
use
for
the
purposes
of
section
488.1109,
subsection
2
.
20
Sec.
17.
Section
489.109,
Code
2013,
is
amended
to
read
as
21
follows:
22
489.109
Reservation
of
name.
23
1.
A
person
may
reserve
the
exclusive
use
of
the
name
of
a
24
limited
liability
company,
including
a
fictitious
or
assumed
25
name
for
a
foreign
limited
liability
company
whose
name
is
26
not
available,
by
delivering
an
application
to
the
secretary
27
of
state
for
filing.
The
application
must
state
the
name
28
and
street
address
of
the
applicant
and
the
name
proposed
29
to
be
reserved.
If
the
secretary
of
state
finds
that
the
30
name
applied
for
is
available,
it
must
be
reserved
for
the
31
applicant’s
exclusive
use
for
a
one-hundred-twenty-day
period.
32
2.
The
owner
of
a
name
reserved
for
a
limited
liability
33
company
may
transfer
the
reservation
to
another
person
by
34
delivering
to
the
secretary
of
state
for
filing
a
signed
notice
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of
the
transfer
which
states
the
name
and
street
address
of
the
1
transferee.
2
Sec.
18.
Section
489.114,
subsection
1,
paragraph
b,
Code
3
2013,
is
amended
to
read
as
follows:
4
b.
If
the
current
registered
office
is
to
be
changed,
the
5
street
and
mailing
addresses
of
the
new
registered
office.
6
Sec.
19.
Section
489.114,
subsection
3,
Code
2013,
is
7
amended
to
read
as
follows:
8
3.
If
a
registered
agent
changes
the
registered
agent’s
9
business
address
to
another
place,
the
registered
agent
10
may
change
the
business
address
and
the
street
address
of
11
the
registered
agent
by
filing
a
statement
as
required
by
12
subsection
2
for
each
limited
liability
company
or
foreign
13
limited
liability
company,
or
a
single
statement
of
all
limited
14
liability
companies
or
all
foreign
limited
liability
companies
15
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
16
registered
agent
and
need
not
be
responsive
to
subsection
1
,
17
paragraph
“c”
,
and
must
recite
that
a
copy
of
the
statement
18
has
been
mailed
to
each
limited
liability
company
or
foreign
19
limited
liability
company
named
in
the
notice.
20
Sec.
20.
Section
489.702,
subsection
4,
paragraph
b,
21
subparagraph
(3),
Code
2013,
is
amended
to
read
as
follows:
22
(3)
Provide
the
street
and
mailing
addresses
address
of
the
23
person.
24
Sec.
21.
Section
489.703,
subsection
2,
paragraph
b,
Code
25
2013,
is
amended
to
read
as
follows:
26
b.
Provide
a
mailing
street
address
to
which
the
claim
is
27
to
be
sent.
28
Sec.
22.
Section
489.704,
subsection
2,
paragraph
b,
Code
29
2013,
is
amended
to
read
as
follows:
30
b.
Describe
the
information
required
to
be
contained
in
a
31
claim
and
provide
a
mailing
street
address
to
which
the
claim
32
is
to
be
sent.
33
Sec.
23.
Section
489.802,
subsection
1,
paragraph
c,
Code
34
2013,
is
amended
to
read
as
follows:
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c.
The
street
and
mailing
addresses
address
of
the
company’s
1
principal
office
and,
if
the
law
of
the
jurisdiction
under
2
which
the
company
is
formed
requires
the
company
to
maintain
an
3
office
in
that
jurisdiction,
the
street
and
mailing
addresses
4
address
of
the
required
office.
5
Sec.
24.
Section
489.806,
subsection
1,
paragraph
d,
Code
6
2013,
is
amended
to
read
as
follows:
7
d.
Deliver
for
filing
a
statement
of
a
change
under
section
8
489.114
within
thirty
days
after
a
change
has
occurred
in
the
9
name
of
its
registered
agent
or
the
street
address
of
its
10
registered
office.
11
Sec.
25.
Section
489.807,
subsection
1,
paragraphs
c
and
d,
12
Code
2013,
are
amended
to
read
as
follows:
13
c.
A
mailing
street
address
to
which
the
secretary
of
state
14
may
mail
a
copy
of
any
process
served
on
the
secretary
of
state
15
under
paragraph
“b”
.
16
d.
A
commitment
to
notify
the
secretary
of
state
in
the
17
future
of
any
change
in
the
mailing
street
address
of
the
18
foreign
limited
liability
company.
19
Sec.
26.
Section
489.1004,
subsection
2,
paragraph
g,
Code
20
2013,
is
amended
to
read
as
follows:
21
g.
If
the
surviving
organization
is
a
foreign
organization
22
not
authorized
to
transact
business
in
this
state,
the
street
23
and
mailing
addresses
address
of
an
office
that
the
secretary
24
of
state
may
use
for
the
purposes
of
section
489.1005,
25
subsection
2
.
26
Sec.
27.
Section
489.1008,
subsection
1,
paragraph
a,
27
subparagraph
(7),
Code
2013,
is
amended
to
read
as
follows:
28
(7)
If
the
converted
organization
is
a
foreign
organization
29
not
authorized
to
transact
business
in
this
state,
the
street
30
and
mailing
addresses
address
of
an
office
which
the
secretary
31
of
state
may
use
for
the
purposes
of
section
489.1009,
32
subsection
3
.
33
Sec.
28.
Section
489.1012,
subsection
1,
paragraph
g,
Code
34
2013,
is
amended
to
read
as
follows:
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g.
If
the
domesticated
company
was
a
foreign
limited
1
liability
company
not
authorized
to
transact
business
in
this
2
state,
the
street
and
mailing
addresses
address
of
an
office
3
that
the
secretary
of
state
may
use
for
the
purposes
of
section
4
489.1013,
subsection
2
.
5
Sec.
29.
Section
490.120,
subsection
12,
paragraph
d,
6
subparagraph
(1),
Code
2013,
is
amended
to
read
as
follows:
7
(1)
The
name
and
street
address
of
any
person
required
in
8
a
filed
document.
9
Sec.
30.
Section
490.141,
subsection
3,
paragraph
a,
Code
10
2013,
is
amended
to
read
as
follows:
11
a.
Upon
deposit
in
the
United
States
mail,
if
mailed
12
postpaid
and
correctly
addressed
to
the
shareholder’s
13
street
address
shown
in
the
corporation’s
current
record
of
14
shareholders.
15
Sec.
31.
Section
490.202,
subsection
1,
paragraph
d,
Code
16
2013,
is
amended
to
read
as
follows:
17
d.
The
name
and
street
address
of
each
incorporator.
18
Sec.
32.
Section
490.202,
subsection
2,
paragraph
a,
Code
19
2013,
is
amended
to
read
as
follows:
20
a.
The
names
and
street
addresses
of
the
individuals
who
are
21
to
serve
as
the
initial
directors.
22
Sec.
33.
Section
490.402,
Code
2013,
is
amended
to
read
as
23
follows:
24
490.402
Reserved
name.
25
1.
A
person
may
reserve
the
exclusive
use
of
a
corporate
26
name,
including
a
fictitious
name
for
a
foreign
corporation
27
whose
corporate
name
is
not
available,
by
delivering
an
28
application
to
the
secretary
of
state
for
filing.
The
29
application
must
set
forth
the
name
and
street
address
of
30
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
31
secretary
of
state
finds
that
the
corporate
name
applied
for
is
32
available,
the
secretary
of
state
shall
reserve
the
name
for
33
the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
34
twenty
day
period.
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2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
1
reservation
to
another
person
by
delivering
to
the
secretary
of
2
state
a
signed
notice
of
the
transfer
that
states
the
name
and
3
street
address
of
the
transferee.
4
Sec.
34.
Section
490.502,
subsection
3,
Code
2013,
is
5
amended
to
read
as
follows:
6
3.
If
a
registered
agent
changes
the
registered
agent’s
7
business
address
to
another
place,
the
registered
agent
8
may
change
the
business
address
and
the
street
address
of
9
the
registered
agent
by
filing
a
statement
as
required
in
10
subsection
2
for
each
corporation,
or
a
single
statement
for
11
all
corporations
named
in
the
notice,
except
that
it
need
be
12
signed
only
by
the
registered
agent
and
need
not
be
responsive
13
to
subsection
1
,
paragraph
“c”
,
and
must
recite
that
a
copy
of
14
the
statement
has
been
mailed
to
each
corporation
named
in
the
15
notice.
16
Sec.
35.
Section
490.720,
subsection
1,
Code
2013,
is
17
amended
to
read
as
follows:
18
1.
After
fixing
a
record
date
for
a
meeting,
a
corporation
19
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
20
shareholders
who
are
entitled
to
notice
of
a
shareholders’
21
meeting.
The
list
must
be
arranged
by
voting
group
and
22
within
each
voting
group
by
class
or
series
of
shares,
and
23
show
the
street
address
of
and
number
of
shares
held
by
each
24
shareholder.
25
Sec.
36.
Section
490.730,
subsection
1,
Code
2013,
is
26
amended
to
read
as
follows:
27
1.
One
or
more
shareholders
may
create
a
voting
trust,
28
conferring
on
a
trustee
the
right
to
vote
or
otherwise
act
for
29
them,
by
signing
an
agreement
setting
out
the
provisions
of
the
30
trust,
which
may
include
anything
consistent
with
its
purpose,
31
and
transferring
their
shares
to
the
trustee.
When
a
voting
32
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
33
of
the
names
and
street
addresses
of
all
owners
of
beneficial
34
interests
in
the
trust,
together
with
the
number
and
class
of
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shares
each
transferred
to
the
trust,
and
deliver
copies
of
the
1
list
and
agreement
to
the
corporation’s
principal
office.
2
Sec.
37.
Section
490.1005,
subsections
2
and
3,
Code
2013,
3
are
amended
to
read
as
follows:
4
2.
To
delete
the
names
and
street
addresses
of
the
initial
5
directors.
6
3.
To
delete
the
name
and
street
address
of
the
initial
7
registered
agent
or
registered
office,
if
a
statement
of
change
8
is
on
file
with
the
secretary
of
state.
9
Sec.
38.
Section
490.1113,
subsection
1,
paragraph
a,
10
subparagraph
(6),
Code
2013,
is
amended
to
read
as
follows:
11
(6)
If
the
converted
entity
is
a
foreign
other
entity
not
12
authorized
to
transact
business
in
this
state,
the
street
and
13
mailing
address
of
an
office
which
the
secretary
of
state
may
14
use
for
the
purposes
of
section
490.1114,
subsection
3
.
15
Sec.
39.
Section
490.1303,
subsection
1,
Code
2013,
is
16
amended
to
read
as
follows:
17
1.
A
record
shareholder
may
assert
appraisal
rights
18
as
to
fewer
than
all
the
shares
registered
in
the
record
19
shareholder’s
name
but
owned
by
a
beneficial
shareholder
only
20
if
the
record
shareholder
objects
with
respect
to
all
shares
21
of
the
class
or
series
owned
by
the
beneficial
shareholder
22
and
notifies
the
corporation
in
writing
of
the
name
and
23
street
address
of
each
beneficial
shareholder
on
whose
behalf
24
appraisal
rights
are
being
asserted.
The
rights
of
a
record
25
shareholder
who
asserts
appraisal
rights
for
only
part
of
26
the
shares
held
of
record
in
the
record
shareholder’s
name
27
under
this
subsection
shall
be
determined
as
if
the
shares
28
as
to
which
the
record
shareholder
objects
and
the
record
29
shareholder’s
other
shares
were
registered
in
the
names
of
30
different
record
shareholders.
31
Sec.
40.
Section
490.1406,
subsection
2,
paragraph
b,
Code
32
2013,
is
amended
to
read
as
follows:
33
b.
Provide
a
mailing
street
address
where
a
claim
may
be
34
sent.
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Sec.
41.
Section
490.1407,
subsection
2,
paragraph
b,
Code
1
2013,
is
amended
to
read
as
follows:
2
b.
Describe
the
information
that
must
be
included
in
a
claim
3
and
provide
a
mailing
street
address
where
the
claim
may
be
4
sent.
5
Sec.
42.
Section
490.1503,
subsection
1,
paragraphs
e
and
f,
6
Code
2013,
are
amended
to
read
as
follows:
7
e.
The
street
address
of
its
registered
office
in
this
state
8
and
the
name
of
its
registered
agent
at
that
office.
9
f.
The
names
and
usual
business
street
addresses
of
its
10
current
directors
and
officers.
11
Sec.
43.
Section
490.1520,
subsection
2,
paragraph
d,
Code
12
2013,
is
amended
to
read
as
follows:
13
d.
A
mailing
street
address
to
which
the
secretary
of
state
14
may
mail
a
copy
of
any
process
served
on
the
secretary
of
state
15
under
paragraph
“c”
.
16
Sec.
44.
Section
490.1520,
subsection
3,
Code
2013,
is
17
amended
to
read
as
follows:
18
3.
After
the
withdrawal
of
the
corporation
is
effective,
19
service
of
process
on
the
secretary
of
state
under
this
20
section
is
service
on
the
foreign
corporation.
Upon
receipt
21
of
process,
the
secretary
of
state
shall
mail
a
copy
of
the
22
process
to
the
foreign
corporation
at
the
mailing
street
23
address
set
forth
under
subsection
2
.
24
Sec.
45.
Section
490.1531,
subsection
4,
Code
2013,
is
25
amended
to
read
as
follows:
26
4.
The
secretary
of
state’s
revocation
of
a
foreign
27
corporation’s
certificate
of
authority
appoints
the
secretary
28
of
state
the
foreign
corporation’s
agent
for
service
of
process
29
in
any
proceeding
based
on
a
cause
of
action
which
arose
30
during
the
time
the
foreign
corporation
was
authorized
to
31
transact
business
in
this
state.
Service
of
process
on
the
32
secretary
of
state
under
this
subsection
is
service
on
the
33
foreign
corporation.
Upon
receipt
of
process,
the
secretary
34
of
state
shall
mail
a
copy
of
the
process
to
the
secretary
of
35
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the
foreign
corporation
at
its
principal
office
shown
in
its
1
most
recent
biennial
report
or
in
any
subsequent
communication
2
received
from
the
corporation
stating
the
current
mailing
3
street
address
of
its
principal
office,
or,
if
none
is
on
file,
4
in
its
application
for
a
certificate
of
authority.
5
Sec.
46.
Section
490.1601,
subsection
3,
Code
2013,
is
6
amended
to
read
as
follows:
7
3.
A
corporation
or
its
agent
shall
maintain
a
record
8
of
its
shareholders
in
a
form
that
permits
preparation
of
a
9
list
of
the
names
and
street
addresses
of
all
shareholders
in
10
alphabetical
order
by
class
of
shares
showing
the
number
and
11
class
of
shares
held
by
each.
12
Sec.
47.
Section
490.1601,
subsection
5,
paragraph
f,
Code
13
2013,
is
amended
to
read
as
follows:
14
f.
A
list
of
the
names
and
business
street
addresses
of
its
15
current
directors
and
officers.
16
Sec.
48.
Section
490.1606,
subsection
1,
paragraphs
a
and
b,
17
Code
2013,
are
amended
to
read
as
follows:
18
a.
Notice
of
two
consecutive
annual
meetings,
and
all
19
notices
of
meetings
during
the
period
between
such
two
20
consecutive
annual
meetings,
have
been
sent
to
such
shareholder
21
at
such
shareholder’s
street
address
as
shown
on
the
records
of
22
the
corporation
and
have
been
returned
undeliverable.
23
b.
All,
but
not
less
than
two,
payments
of
dividends
on
24
securities
during
a
twelve-month
period,
or
two
consecutive
25
payments
of
dividends
on
securities
during
a
period
of
more
26
than
twelve
months,
have
been
sent
to
such
shareholder
at
such
27
shareholder’s
street
address
as
shown
on
the
records
of
the
28
corporation
and
have
been
returned
undeliverable.
29
Sec.
49.
Section
490.1606,
subsection
2,
Code
2013,
is
30
amended
to
read
as
follows:
31
2.
If
any
such
shareholder
shall
deliver
to
the
corporation
32
a
written
notice
setting
forth
such
shareholder’s
then-current
33
street
address,
the
requirement
that
notice
be
given
to
such
34
shareholder
shall
be
reinstated.
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Sec.
50.
Section
490.1701,
subsection
3,
paragraph
a,
Code
1
2013,
is
amended
to
read
as
follows:
2
a.
The
corporation
shall
amend
or
restate
its
articles
of
3
incorporation
to
indicate
that
the
corporation
adopts
this
4
chapter
and
to
designate
the
street
address
of
its
initial
5
registered
office
and
the
name
of
its
registered
agent
at
that
6
office
and,
if
the
name
of
the
corporation
is
not
in
compliance
7
with
the
requirements
of
this
chapter
,
to
change
the
name
of
8
the
corporation
to
one
complying
with
the
requirements
of
this
9
chapter
.
10
Sec.
51.
Section
499.27,
Code
2013,
is
amended
to
read
as
11
follows:
12
499.27
Meetings.
13
1.
Regular
meetings
of
members
shall
be
held
at
least
once
14
each
year,
the
first
of
which
shall
be
on
the
date
specified
15
in
its
articles.
Unless
otherwise
provided
in
the
articles
or
16
bylaws,
subsequent
meetings
shall
be
on
the
same
date
in
each
17
succeeding
year.
18
2.
Unless
otherwise
provided
in
the
articles,
the
directors
19
may
call
special
meetings
of
members,
and
must
do
so
upon
20
written
demand
of
twenty
percent
of
the
members.
21
3.
Unless
the
member
waives
it
in
writing,
each
member
22
shall
have
ten
days’
written
notice
of
the
time
and
place
23
of
all
meetings,
and
of
the
purpose
of
all
special
meetings.
24
Such
notice
shall
be
given
to
the
member
in
person
or
25
by
mail
directed
to
the
member’s
street
address
as
shown
26
on
the
books
of
the
association,
or
if
the
articles
so
27
provide,
by
publication
in
a
regular
publication
of
general
28
circulation
among
its
members,
or
a
newspaper
of
general
29
circulation
published
at
the
principal
place
of
business
of
the
30
association.
31
Sec.
52.
Section
499.30A,
subsection
4,
paragraph
a,
Code
32
2013,
is
amended
to
read
as
follows:
33
a.
The
name
and
street
address
of
the
cooperative
34
association.
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Sec.
53.
Section
499.40,
subsections
1
and
4,
Code
2013,
are
1
amended
to
read
as
follows:
2
1.
The
name
of
the
association,
which
must
include
the
word
3
“cooperative”;
and
the
street
address
of
its
principal
office.
4
4.
The
name,
occupation
,
and
post
office
street
address
of
5
each
incorporator.
6
Sec.
54.
Section
499.73,
subsection
3,
Code
2013,
is
amended
7
to
read
as
follows:
8
3.
If
a
registered
agent
changes
the
registered
agent’s
9
business
address
to
another
place,
the
registered
agent
10
may
change
the
business
address
and
the
street
address
of
11
the
registered
agent
by
filing
a
statement
as
required
in
12
subsection
2
for
each
association,
or
a
single
statement
for
13
all
associations
named
in
the
notice,
except
that
it
need
be
14
signed
only
by
the
registered
agent
or
agents
and
need
not
be
15
responsive
to
subsection
1
,
paragraph
“e”
,
and
must
recite
that
16
a
copy
of
the
statement
has
been
mailed
to
each
association
17
named
in
the
notice.
18
Sec.
55.
Section
499A.3B,
Code
2013,
is
amended
to
read
as
19
follows:
20
499A.3B
Notice
of
members
meetings.
21
Unless
the
articles
of
incorporation
or
the
bylaws
otherwise
22
provide,
written
notice
stating
the
place,
day,
and
hour
of
the
23
meeting
and,
in
the
case
of
a
special
meeting,
the
purpose
or
24
purposes
for
which
the
meeting
is
called,
shall
be
delivered
no
25
less
than
ten
nor
more
than
fifty
days
before
the
date
of
the
26
meeting,
either
personally
or
by
mail,
by
or
at
the
direction
27
of
the
president,
the
secretary,
or
the
officer
or
persons
28
calling
the
meeting,
to
each
member
entitled
to
vote
at
the
29
meeting.
If
mailed,
notice
is
deemed
to
be
delivered
when
30
deposited
in
the
United
States
mail
addressed
to
the
member
at
31
the
member’s
street
address
as
it
appears
on
the
records
of
the
32
cooperative,
with
postage
prepaid.
33
Sec.
56.
Section
499A.9,
Code
2013,
is
amended
to
read
as
34
follows:
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499A.9
Amendments
of
articles.
1
Any
cooperative
organized
under
this
chapter
may
change
its
2
name
or
amend
its
articles
of
incorporation
by
a
vote
of
a
3
majority
of
the
members,
in
such
manner
as
may
be
provided
in
4
its
articles;
but
if
no
such
provision
is
made
in
the
articles
5
the
same
may
be
amended
at
any
regular
meeting
or
special
6
meeting
called
for
that
purpose
by
the
president
or
secretary
7
or
a
majority
of
the
board
of
directors.
Notice
of
any
meeting
8
at
which
it
is
proposed
to
amend
the
articles
of
incorporation,
9
shall
be
given
by
mailing
to
each
member
at
the
member’s
last
10
known
post
office
street
address
at
least
ten
days
prior
to
11
such
meeting,
a
notice
signed
by
the
secretary
setting
forth
12
the
proposed
amendments
in
substance,
or
by
two
publications
13
of
said
notice
in
some
daily
or
weekly
newspaper
in
general
14
circulation
in
the
county
wherein
said
cooperative
has
its
15
principal
place
of
business.
The
last
publication
of
said
16
notice
shall
be
not
less
than
ten
days
prior
to
the
date
of
said
17
meeting.
There
shall
be
paid
to
the
secretary
of
state
at
the
18
time
of
the
filing
of
such
change
or
amendment
a
recording
fee
19
of
fifty
cents
per
page.
20
Sec.
57.
Section
499A.22,
subsection
2,
Code
2013,
is
21
amended
to
read
as
follows:
22
2.
The
cooperative,
upon
a
member’s
nonpayment
of
carrying
23
charges
and
assessments
and
the
cooperative’s
compliance
with
24
this
section
,
may
sell
the
defaulting
member’s
cooperative
25
interest.
Sale
may
be
at
a
public
sale
or
by
private
26
negotiation,
and
at
any
time
and
place,
but
every
aspect
of
the
27
sale,
including
the
method,
advertising,
time,
place,
and
terms
28
must
be
reasonable.
The
cooperative
shall
give
to
the
member
29
and
any
sublessees
of
the
member
reasonable
written
notice
of
30
the
time
and
place
of
a
public
sale
or,
if
a
private
sale
is
31
intended,
of
the
intention
of
entering
into
a
contract
to
sell
32
and
of
the
time
after
which
a
private
disposition
may
be
made.
33
The
same
notice
shall
also
be
sent
to
any
other
person
who
has
34
a
recorded
interest
in
the
defaulting
member’s
cooperative
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interest
which
would
be
extinguished
by
the
sale.
The
notices
1
required
by
this
subsection
may
be
sent
to
any
street
address
2
reasonable
under
the
circumstances.
Sale
may
not
be
held
until
3
five
weeks
after
the
sending
of
the
notice.
The
cooperative
4
may
buy
at
a
public
sale,
and,
if
the
sale
is
conducted
by
a
5
fiduciary
or
other
person
not
related
to
the
cooperative,
at
a
6
private
sale.
7
Sec.
58.
Section
501.103,
subsection
3,
paragraph
a,
Code
8
2013,
is
amended
to
read
as
follows:
9
a.
The
cooperative’s
name
and
street
address.
10
Sec.
59.
Section
501.106,
subsection
3,
paragraph
b,
Code
11
2013,
is
amended
to
read
as
follows:
12
b.
If
a
registered
agent
changes
the
registered
agent’s
13
business
address
to
another
place,
the
registered
agent
may
14
change
the
business
address
and
the
street
address
of
the
15
registered
agent
by
filing
a
statement
as
required
in
paragraph
16
“a”
for
each
cooperative,
or
a
single
statement
for
all
17
cooperatives
named
in
the
notice,
except
that
it
need
be
signed
18
only
by
the
registered
agent
or
agents
or
be
responsive
to
19
subsection
2
,
paragraph
“e”
.
The
statement
must
recite
that
a
20
copy
of
the
statement
has
been
mailed
to
each
cooperative
named
21
in
the
notice.
22
Sec.
60.
Section
501.202,
subsection
1,
paragraphs
a
and
b,
23
Code
2013,
are
amended
to
read
as
follows:
24
a.
The
name,
street
address,
and
occupation
of
each
25
organizer.
26
b.
The
names
and
street
addresses
of
the
initial
directors.
27
Sec.
61.
Section
501.302,
subsection
3,
Code
2013,
is
28
amended
to
read
as
follows:
29
3.
A
cooperative
shall
give
each
member
at
least
ten
30
days’
advance
notice
of
the
time,
place,
and
the
issues
to
be
31
considered
at
each
member
meeting.
This
notice
may
be
given
32
in
person
or
by
mail
to
the
last
known
street
address
of
the
33
member,
or
the
notice
requirement
may
be
met
by
the
member
34
waiving
the
notice.
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Sec.
62.
Section
501.304,
subsection
1,
Code
2013,
is
1
amended
to
read
as
follows:
2
1.
Within
ten
days
from
receiving
a
demand
of
a
member,
the
3
cooperative
shall
produce
and
furnish
the
member
with
the
names
4
and
street
addresses
of
all
members
of
the
cooperative.
5
Sec.
63.
Section
501.701,
subsection
3,
Code
2013,
is
6
amended
to
read
as
follows:
7
3.
A
cooperative
or
its
agent
shall
maintain
a
record
of
its
8
interest
holders
in
a
form
that
permits
preparation
of
a
list
9
of
the
names
and
street
addresses
of
all
interest
holders
in
10
alphabetical
order
by
class
of
interests
showing
the
number
and
11
class
of
interests
held
by
each.
12
Sec.
64.
Section
501.701,
subsection
5,
paragraph
f,
Code
13
2013,
is
amended
to
read
as
follows:
14
f.
A
list
of
the
names
and
business
street
addresses
of
its
15
current
directors
and
officers.
16
Sec.
65.
Section
501.713,
subsection
1,
paragraphs
b
17
through
d,
Code
2013,
are
amended
to
read
as
follows:
18
b.
The
street
address
of
its
registered
office
and
the
name
19
of
its
registered
agent
at
that
office
in
this
state,
together
20
with
the
consent
of
any
new
registered
agent.
21
c.
The
street
address
of
its
principal
office.
22
d.
The
names
and
street
addresses
of
the
president,
23
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
24
Sec.
66.
Section
501.807,
subsection
2,
paragraph
b,
Code
25
2013,
is
amended
to
read
as
follows:
26
b.
Provide
a
mailing
street
address
where
a
claim
may
be
27
sent.
28
Sec.
67.
Section
501.808,
subsection
2,
paragraph
b,
Code
29
2013,
is
amended
to
read
as
follows:
30
b.
Describe
the
information
that
must
be
included
in
a
claim
31
and
provide
a
mailing
street
address
where
the
claim
may
be
32
sent.
33
Sec.
68.
Section
501A.102,
subsection
1,
Code
2013,
is
34
amended
to
read
as
follows:
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1.
“Address”
means
mailing
street
address,
including
a
zip
1
code.
In
the
case
of
a
registered
address,
the
term
means
the
2
mailing
address
and
the
actual
office
location,
which
shall
not
3
be
a
post
office
box.
4
Sec.
69.
Section
501A.222,
subsection
1,
paragraphs
d
and
e,
5
Code
2013,
are
amended
to
read
as
follows:
6
d.
A
mailing
An
address
to
which
the
secretary
may
mail
a
7
copy
of
any
process
served
on
the
secretary
under
paragraph
“c”
.
8
e.
A
commitment
to
notify
the
secretary
in
the
future
of
any
9
change
in
the
mailing
address
of
the
foreign
cooperative.
10
Sec.
70.
Section
501A.803,
subsection
5,
paragraph
a,
Code
11
2013,
is
amended
to
read
as
follows:
12
a.
The
cooperative
shall
give
notice
of
regular
members’
13
meetings
by
mailing
the
regular
members’
meeting
notice
to
14
each
member
at
the
members’
last
known
post
office
address
or
15
by
other
notification
approved
by
the
board
and
agreed
to
by
16
the
members.
The
regular
members’
meeting
notice
shall
be
17
published
or
otherwise
given
by
approved
method
at
least
two
18
weeks
before
the
date
of
the
meeting
or
mailed
at
least
fifteen
19
days
before
the
date
of
the
meeting.
20
Sec.
71.
Section
501A.804,
subsection
2,
Code
2013,
is
21
amended
to
read
as
follows:
22
2.
Notice.
The
cooperative
shall
give
notice
of
a
special
23
members’
meeting
by
mailing
the
special
members’
meeting
notice
24
to
each
member
personally
at
the
person’s
last
known
post
25
office
address,
or
by
another
process
determined
by
the
board
26
if
the
member
is
to
vote
by
an
alternative
voting
method
as
27
approved
by
the
board
and
agreed
to
by
the
member
individually
28
or
the
members
generally.
For
a
member
that
is
an
entity,
the
29
notice
mailed,
or
delivered
by
another
process
for
vote
by
30
an
alternative
voting
method,
shall
be
to
an
officer
of
the
31
entity.
The
special
members’
meeting
notice
shall
state
the
32
time,
place,
and
purpose
of
the
special
members’
meeting.
The
33
special
members’
meeting
notice
shall
be
issued
within
ten
34
days
from
and
after
the
date
of
the
presentation
of
a
members’
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petition,
and
the
special
members’
meeting
shall
be
held
within
1
thirty
days
after
the
date
of
the
presentation
of
the
members’
2
petition.
3
Sec.
72.
Section
501A.1206,
Code
2013,
is
amended
to
read
4
as
follows:
5
501A.1206
Application
for
court-supervised
voluntary
6
dissolution.
7
After
a
notice
of
intent
to
dissolve
has
been
filed
with
8
the
secretary
and
before
a
certificate
of
dissolution
has
been
9
issued,
the
cooperative
or,
for
good
cause
shown,
a
member
10
or
creditor
may
apply
to
a
court
within
the
county
where
the
11
registered
street
address
is
located
to
have
the
dissolution
12
conducted
or
continued
under
the
supervision
of
the
court.
13
Sec.
73.
Section
501A.1207,
subsection
5,
Code
2013,
is
14
amended
to
read
as
follows:
15
5.
Venue.
Proceedings
under
this
section
shall
be
brought
16
in
a
court
within
the
county
where
the
registered
street
17
address
of
the
cooperative
is
located.
18
Sec.
74.
Section
501B.7,
subsection
3,
paragraph
b,
Code
19
2013,
is
amended
to
read
as
follows:
20
b.
The
address
in
this
state,
including
the
street
address
,
21
if
any,
of
the
association
or,
if
the
association
does
not
have
22
an
address
in
this
state,
its
out-of-state
address.
23
Sec.
75.
Section
501B.11,
subsection
2,
paragraph
b,
Code
24
2013,
is
amended
to
read
as
follows:
25
b.
The
name
of
the
person
in
this
state
authorized
to
26
receive
service
of
process
and
the
person’s
address,
including
27
the
street
address
,
in
this
state.
28
Sec.
76.
Section
504.142,
subsection
4,
paragraph
a,
Code
29
2013,
is
amended
to
read
as
follows:
30
a.
Upon
deposit
in
the
United
States
mail,
if
mailed
31
postpaid
and
correctly
addressed
to
the
member’s
street
address
32
shown
in
the
corporation’s
current
record
of
members.
33
Sec.
77.
Section
504.142,
subsections
6
through
8,
Code
34
2013,
are
amended
to
read
as
follows:
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6.
Written
notice
is
correctly
addressed
to
a
member
of
a
1
domestic
or
foreign
corporation
if
addressed
to
the
member’s
2
street
address
shown
in
the
corporation’s
current
list
of
3
members.
4
7.
A
written
notice
or
report
delivered
as
part
of
a
5
newsletter,
magazine,
or
other
publication
regularly
sent
6
to
members
shall
constitute
a
written
notice
or
report
if
7
addressed
or
delivered
to
the
member’s
street
address
shown
in
8
the
corporation’s
current
list
of
members,
or
in
the
case
of
9
members
who
are
residents
of
the
same
household
and
who
have
10
the
same
street
address
in
the
corporation’s
current
list
of
11
members,
if
addressed
or
delivered
to
one
of
such
members,
at
12
the
street
address
appearing
on
the
current
list
of
members.
13
8.
Written
notice
is
correctly
addressed
to
a
domestic
or
14
foreign
corporation
authorized
to
transact
business
in
this
15
state,
other
than
in
its
capacity
as
a
member,
if
addressed
to
16
its
registered
agent
or
to
its
secretary
at
the
street
address
17
of
its
principal
office
shown
in
its
most
recent
biennial
18
report
or,
in
the
case
of
a
foreign
corporation
that
has
not
19
yet
delivered
a
biennial
report,
in
its
application
for
a
20
certificate
of
authority.
21
Sec.
78.
Section
504.202,
subsection
1,
paragraphs
b
and
c,
22
Code
2013,
are
amended
to
read
as
follows:
23
b.
The
street
address
of
the
corporation’s
initial
24
registered
office
and
the
name
of
its
initial
registered
agent
25
at
that
office.
26
c.
The
name
and
street
address
of
each
incorporator.
27
Sec.
79.
Section
504.202,
subsection
2,
paragraph
b,
Code
28
2013,
is
amended
to
read
as
follows:
29
b.
The
names
and
street
addresses
of
the
individuals
who
are
30
to
serve
as
the
initial
directors.
31
Sec.
80.
Section
504.402,
subsection
2,
Code
2013,
is
32
amended
to
read
as
follows:
33
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
34
reservation
to
another
person
by
delivering
to
the
secretary
of
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state
a
signed
notice
of
the
transfer
that
states
the
name
and
1
street
address
of
the
transferee.
2
Sec.
81.
Section
504.501,
subsection
1,
Code
2013,
is
3
amended
to
read
as
follows:
4
1.
A
registered
office
with
the
same
street
address
as
that
5
of
the
registered
agent.
6
Sec.
82.
Section
504.502,
subsection
1,
paragraphs
b
and
d,
7
Code
2013,
are
amended
to
read
as
follows:
8
b.
If
the
current
registered
office
is
to
be
changed,
the
9
street
address
of
the
new
registered
office.
10
d.
That
after
the
change
or
changes
are
made,
the
street
11
addresses
of
its
registered
office
and
the
office
of
its
12
registered
agent
will
be
identical.
13
Sec.
83.
Section
504.502,
subsections
2
and
3,
Code
2013,
14
are
amended
to
read
as
follows:
15
2.
If
the
street
address
of
a
registered
agent’s
business
16
office
is
changed,
the
registered
agent
may
change
the
street
17
address
of
the
registered
office
of
any
corporation
for
which
18
the
registered
agent
is
the
registered
agent
by
notifying
the
19
corporation
in
writing
of
the
change
and
by
signing,
either
20
manually
or
in
facsimile,
and
delivering
to
the
secretary
21
of
state
for
filing,
a
statement
that
complies
with
the
22
requirements
of
subsection
1
and
recites
that
the
corporation
23
has
been
notified
of
the
change.
24
3.
If
a
registered
agent
changes
the
registered
agent’s
25
business
street
address
to
another
place,
the
registered
agent
26
may
change
the
street
address
of
the
registered
office
of
any
27
corporation
for
which
the
registered
agent
is
the
registered
28
agent
by
filing
a
statement
as
required
in
subsection
2
for
29
each
corporation,
or
by
filing
a
single
statement
for
all
30
corporations
named
in
the
notice,
except
that
it
need
be
31
signed,
either
manually
or
in
facsimile,
only
once
by
the
32
registered
agent
and
must
recite
that
a
copy
of
the
statement
33
has
been
mailed
to
each
corporation
named
in
the
notice.
34
Sec.
84.
Section
504.504,
subsection
2,
unnumbered
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_____
H.F.
_____
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
1
If
a
corporation
has
no
registered
agent,
or
the
agent
2
cannot
with
reasonable
diligence
be
served,
the
corporation
3
may
be
served
by
registered
or
certified
mail,
return
receipt
4
requested,
addressed
to
the
secretary
of
the
corporation
at
the
5
street
address
of
its
principal
office
shown
in
the
most
recent
6
biennial
report
filed
pursuant
to
section
504.1613
.
Service
7
is
perfected
under
this
subsection
on
the
earliest
of
any
of
8
the
following:
9
Sec.
85.
Section
504.622,
subsection
4,
Code
2013,
is
10
amended
to
read
as
follows:
11
4.
Any
written
notice
given
by
mail
pursuant
to
this
section
12
must
be
given
by
first
class
or
certified
mail
sent
to
the
13
last
street
address
of
the
member
shown
on
the
corporation’s
14
records.
15
Sec.
86.
Section
504.711,
subsection
1,
Code
2013,
is
16
amended
to
read
as
follows:
17
1.
After
fixing
a
record
date
for
a
notice
of
a
meeting,
a
18
corporation
shall
prepare
an
alphabetical
list
of
the
names
of
19
all
its
members
who
are
entitled
to
notice
of
the
meeting.
The
20
list
must
show
the
street
address
of
each
member
and
number
21
of
votes
each
member
is
entitled
to
cast
at
the
meeting.
The
22
corporation
shall
prepare
on
a
current
basis
through
the
time
23
of
the
membership
meeting
a
list
of
members,
if
any,
who
are
24
entitled
to
vote
at
the
meeting,
but
not
entitled
to
notice
of
25
the
meeting.
This
list
shall
be
prepared
on
the
same
basis
as
26
and
be
part
of
the
list
of
members.
27
Sec.
87.
Section
504.1002,
subsection
1,
paragraphs
b
and
c,
28
Code
2013,
are
amended
to
read
as
follows:
29
b.
To
delete
the
names
and
street
addresses
of
the
initial
30
directors.
31
c.
To
delete
the
name
and
street
address
of
the
initial
32
registered
agent
or
registered
office,
if
a
statement
of
change
33
is
on
file
with
the
secretary
of
state.
34
Sec.
88.
Section
504.1406,
subsection
2,
paragraph
b,
Code
35
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_____
H.F.
_____
2013,
is
amended
to
read
as
follows:
1
b.
Provide
a
mailing
street
address
where
a
claim
may
be
2
sent.
3
Sec.
89.
Section
504.1407,
subsection
2,
paragraph
b,
Code
4
2013,
is
amended
to
read
as
follows:
5
b.
Describe
the
information
that
must
be
included
in
a
claim
6
and
provide
a
mailing
street
address
where
the
claim
may
be
7
sent.
8
Sec.
90.
Section
504.1503,
subsection
1,
paragraphs
d
9
through
f,
Code
2013,
are
amended
to
read
as
follows:
10
d.
The
street
address
of
its
principal
office.
11
e.
The
street
address
of
its
registered
office
in
this
state
12
and
the
name
of
its
registered
agent
at
that
office.
13
f.
The
names
and
usual
business
or
home
street
addresses
of
14
its
current
directors
and
officers.
15
Sec.
91.
Section
504.1507,
subsection
1,
Code
2013,
is
16
amended
to
read
as
follows:
17
1.
A
registered
office
with
the
same
street
address
as
that
18
of
its
registered
agent.
19
Sec.
92.
Section
504.1508,
subsection
1,
paragraphs
b
and
d,
20
Code
2013,
are
amended
to
read
as
follows:
21
b.
If
the
current
registered
office
is
to
be
changed,
the
22
street
address
of
its
new
registered
office.
23
d.
That
after
the
change
or
changes
are
made,
the
street
24
addresses
of
its
registered
office
and
the
office
of
its
25
registered
agent
will
be
identical.
26
Sec.
93.
Section
504.1508,
subsections
2
and
3,
Code
2013,
27
are
amended
to
read
as
follows:
28
2.
If
a
registered
agent
changes
the
street
address
of
29
its
business
office,
the
agent
may
change
the
street
address
30
of
the
registered
office
of
any
foreign
corporation
for
which
31
the
agent
is
the
registered
agent
by
notifying
the
corporation
32
in
writing
of
the
change
and
signing
either
manually
or
in
33
facsimile
and
delivering
to
the
secretary
of
state
for
filing
34
a
statement
of
change
that
complies
with
the
requirements
of
35
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subsection
1
and
recites
that
the
corporation
has
been
notified
1
of
the
change.
2
3.
If
a
registered
agent
changes
the
registered
agent’s
3
business
street
address
to
another
place,
the
registered
agent
4
may
change
the
street
address
of
the
registered
office
of
any
5
corporation
for
which
the
registered
agent
is
the
registered
6
agent
by
filing
a
statement
as
required
in
subsection
2
for
7
each
corporation,
or
by
filing
a
single
statement
for
all
8
corporations
named
in
the
notice,
except
that
it
must
be
signed
9
either
manually
or
in
facsimile
only
by
the
registered
agent
10
and
must
recite
that
a
copy
of
the
statement
has
been
mailed
to
11
each
corporation
named
in
the
notice.
12
Sec.
94.
Section
504.1510,
subsection
2,
unnumbered
13
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
14
A
foreign
corporation
may
be
served
by
registered
or
15
certified
mail,
return
receipt
requested,
addressed
to
the
16
secretary
of
the
foreign
corporation
at
the
street
address
of
17
its
principal
office
shown
in
its
application
for
a
certificate
18
of
authority
or
in
its
most
recent
biennial
report
filed
under
19
section
504.1613
if
any
of
the
following
conditions
apply:
20
Sec.
95.
Section
504.1521,
subsection
2,
paragraph
d,
Code
21
2013,
is
amended
to
read
as
follows:
22
d.
A
mailing
street
address
to
which
the
secretary
of
state
23
may
mail
a
copy
of
any
process
served
on
the
secretary
of
state
24
under
paragraph
“c”
.
25
Sec.
96.
Section
504.1521,
subsection
3,
Code
2013,
is
26
amended
to
read
as
follows:
27
3.
After
the
withdrawal
of
the
corporation
is
effective,
28
service
of
process
on
the
secretary
of
state
under
this
29
section
is
service
on
the
foreign
corporation.
Upon
receipt
30
of
process,
the
secretary
of
state
shall
mail
a
copy
of
the
31
process
to
the
foreign
corporation
at
the
mailing
street
32
address
set
forth
in
its
application
for
withdrawal.
33
Sec.
97.
Section
504.1532,
subsection
5,
Code
2013,
is
34
amended
to
read
as
follows:
35
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5.
The
secretary
of
state’s
revocation
of
a
foreign
1
corporation’s
certificate
of
authority
appoints
the
secretary
2
of
state
the
foreign
corporation’s
agent
for
service
of
3
process
in
any
proceeding
based
on
a
cause
of
action
that
4
arose
during
the
time
the
foreign
corporation
was
authorized
5
to
transact
business
in
this
state.
Service
of
process
on
the
6
secretary
of
state
under
this
subsection
is
service
on
the
7
foreign
corporation.
Upon
receipt
of
process,
the
secretary
8
of
state
shall
mail
a
copy
of
the
process
to
the
secretary
of
9
the
foreign
corporation
at
its
principal
office
shown
in
its
10
most
recent
biennial
report
or
in
any
subsequent
communications
11
received
from
the
corporation
stating
the
current
mailing
12
street
address
of
its
principal
office
or,
if
none
are
on
file,
13
in
its
application
for
a
certificate
of
authority.
14
Sec.
98.
Section
504.1601,
subsection
3,
Code
2013,
is
15
amended
to
read
as
follows:
16
3.
A
corporation
or
its
agent
shall
maintain
a
record
of
17
its
members
in
a
form
that
permits
preparation
of
a
list
of
18
the
names
and
street
addresses
of
all
members,
in
alphabetical
19
order
by
class,
showing
the
number
of
votes
each
member
is
20
entitled
to
vote.
21
Sec.
99.
Section
504.1601,
subsection
5,
paragraph
f,
Code
22
2013,
is
amended
to
read
as
follows:
23
f.
A
list
of
the
names
and
business
or
home
street
addresses
24
of
its
current
directors
and
officers.
25
Sec.
100.
Section
504.1607,
Code
2013,
is
amended
to
read
26
as
follows:
27
504.1607
Exception
to
notice
requirement.
28
1.
Whenever
notice
is
required
to
be
given
under
any
29
provision
of
this
chapter
to
any
member,
such
notice
shall
not
30
be
required
to
be
given
if
notice
of
two
consecutive
annual
31
meetings,
and
all
notices
of
meetings
during
the
period
between
32
such
two
consecutive
annual
meetings,
have
been
sent
to
the
33
member
at
the
member’s
street
address
as
shown
on
the
records
34
of
the
corporation
and
have
been
returned
as
undeliverable.
35
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2.
If
the
member
delivers
to
the
corporation
a
written
1
notice
setting
forth
the
member’s
then-current
street
address,
2
the
requirement
that
notice
be
given
to
the
member
shall
be
3
reinstated.
4
Sec.
101.
Section
504.1613,
subsection
1,
paragraphs
b
5
through
d,
Code
2013,
are
amended
to
read
as
follows:
6
b.
The
street
address
of
the
corporation’s
registered
office
7
and
the
name
of
the
corporation’s
registered
agent
at
that
8
office
in
this
state,
together
with
the
consent
of
any
new
9
registered
agent.
10
c.
The
street
address
of
the
corporation’s
principal
office.
11
d.
The
names
and
street
addresses
of
the
president,
12
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
13
DIVISION
II
14
DELIVERY
OF
FILED
RECORDS
TO
A
BUSINESS
ENTITY
OR
REQUESTOR
FOR
15
LIMITED
PARTNERSHIPS
AND
LIMITED
LIABILITY
COMPANIES
16
Sec.
102.
Section
488.206,
subsection
1,
Code
2013,
is
17
amended
to
read
as
follows:
18
1.
A
record
authorized
or
required
to
be
delivered
to
19
the
secretary
of
state
for
filing
under
this
chapter
must
20
shall
be
captioned
to
describe
the
record’s
purpose,
contain
21
the
information
required
by
this
chapter
but
may
include
22
other
information
as
well,
and
be
in
a
medium
permitted
by
23
the
secretary
of
state.
The
document
must
be
typewritten
or
24
printed.
If
the
document
is
electronically
transmitted,
it
25
must
be
in
a
format
that
can
be
retrieved
or
reproduced
in
26
typewritten
or
printed
form.
The
document
must
be
delivered
27
to
the
office
of
the
secretary
of
state
for
filing.
Delivery
28
may
be
made
by
electronic
transmission
if
and
to
the
extent
29
permitted
by
the
secretary
of
state.
The
secretary
of
state
30
may
adopt
rules
for
the
electronic
filing
of
documents
and
31
the
certification
of
electronically
filed
documents.
If
it
32
is
filed
in
typewritten
or
printed
form
and
not
transmitted
33
electronically,
the
secretary
of
state
may
require
an
exact
or
34
conformed
copy
to
be
delivered
with
the
document.
Unless
the
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secretary
of
state
determines
that
a
record
does
not
comply
1
with
the
filing
requirements
of
this
chapter
,
and
if
all
filing
2
fees
have
been
paid,
the
secretary
of
state
shall
file
the
3
record
and
perform
all
of
the
following:
4
a.
For
a
statement
of
dissociation,
send
all
of
the
5
following:
6
(1)
A
a
copy
of
the
filed
statement
and
a
receipt
for
the
7
fees
record
to
the
person
which
the
statement
indicates
has
8
dissociated
as
a
general
partner.
9
(2)
A
copy
of
the
filed
statement
and
receipt
to
the
limited
10
partnership.
11
b.
For
a
statement
of
withdrawal,
send
all
of
the
following:
12
(1)
A
a
copy
of
the
filed
statement
and
a
receipt
for
the
13
fees
record
to
the
person
on
whose
behalf
the
record
was
filed.
14
(2)
If
the
statement
refers
to
an
existing
limited
15
partnership,
a
copy
of
the
filed
statement
and
receipt
to
the
16
limited
partnership.
17
c.
For
all
other
records,
send
a
copy
of
the
filed
record
18
and
a
receipt
for
the
fees
to
the
person
on
whose
behalf
the
19
record
was
filed.
20
Sec.
103.
Section
488.206,
subsection
2,
Code
2013,
is
21
amended
by
striking
the
subsection.
22
Sec.
104.
Section
489.205,
subsection
1,
Code
2013,
is
23
amended
to
read
as
follows:
24
1.
A
record
authorized
or
required
to
be
delivered
to
the
25
secretary
of
state
for
filing
under
this
chapter
must
shall
26
be
captioned
to
describe
the
record’s
purpose,
be
in
a
medium
27
permitted
by
the
secretary
of
state,
and
be
delivered
to
the
28
secretary
of
state.
If
the
filing
fees
have
been
paid,
unless
29
the
secretary
of
state
determines
that
a
record
does
not
comply
30
with
the
filing
requirements
of
this
chapter
,
the
secretary
of
31
state
shall
file
the
record
and
any
of
the
following
applies:
32
a.
For
a
statement
of
denial
under
section
489.303
,
send
a
33
copy
of
the
filed
statement
and
a
receipt
for
the
fees
to
the
34
person
on
whose
behalf
the
statement
was
delivered
for
filing
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and
to
the
limited
liability
company.
1
b.
For
all
other
records,
send
a
copy
of
the
filed
record
2
and
a
receipt
for
the
fees
to
the
person
on
whose
behalf
the
3
record
was
filed.
4
Sec.
105.
Section
489.205,
subsection
2,
Code
2013,
is
5
amended
by
striking
the
subsection.
6
DIVISION
III
7
PROOF
OF
EXISTENCE
OR
AUTHORIZATION
FOR
LIMITED
PARTNERSHIPS,
8
LIMITED
LIABILITY
COMPANIES,
CORPORATIONS,
COOPERATIVES,
OR
9
NONPROFIT
CORPORATIONS
10
Sec.
106.
Section
488.209,
Code
2013,
is
amended
to
read
as
11
follows:
12
488.209
Certificate
of
existence
or
authorization
authority
.
13
1.
The
secretary
of
state,
upon
request
and
payment
of
14
the
requisite
fee,
shall
furnish
a
certificate
of
existence
15
for
a
limited
partnership
if
the
records
filed
in
the
office
16
of
the
secretary
of
state
show
that
the
secretary
of
state
17
has
filed
a
certificate
of
limited
partnership
and
has
not
18
filed
a
statement
of
termination.
A
certificate
of
existence
19
must
state
all
of
the
following:
Any
person
may
apply
to
the
20
secretary
of
state
to
furnish
that
person
a
certificate
of
21
existence
for
a
domestic
limited
partnership
or
a
certificate
22
of
authority
for
a
foreign
limited
partnership.
23
2.
A
certificate
of
existence
or
authority
shall
include
all
24
of
the
following:
25
a.
The
domestic
limited
partnership’s
name
that
complies
26
with
section
488.108
or
the
foreign
limited
partnership’s
27
name
used
in
this
state
that
complies
with
section
488.108
or
28
488.905
.
29
b.
That
it
was
one
of
the
following
apply:
30
(1)
If
the
limited
partnership
is
a
domestic
limited
31
partnership,
that
it
is
duly
formed
under
the
laws
of
this
32
state
,
and
the
date
of
its
formation
,
and
the
period
of
its
33
duration
if
less
than
perpetual
.
34
(2)
If
the
limited
partnership
is
a
foreign
limited
35
-27-
LSB
1247DP
(11)
85
da/nh
27/
70
S.F.
_____
H.F.
_____
partnership,
that
it
is
authorized
to
transact
business
in
this
1
state.
2
c.
Whether
That
all
fees
,
taxes,
and
penalties
under
this
3
chapter
or
other
law
due
the
secretary
of
state
have
been
paid.
4
d.
Whether
That
the
limited
partnership’s
most
recent
5
biennial
report
required
by
section
488.210
has
been
filed
by
6
the
secretary
of
state.
7
e.
Whether
That
in
the
case
of
a
domestic
limited
8
partnership,
the
secretary
of
state
has
administratively
9
dissolved
not
filed
a
statement
of
dissolution
or
a
statement
10
of
termination
concerning
the
limited
partnership
as
provided
11
in
section
489.702
.
12
f.
Whether
the
limited
partnership’s
certificate
of
13
limited
partnership
has
been
amended
to
state
that
the
limited
14
partnership
is
dissolved.
15
g.
That
a
statement
of
termination
has
not
been
filed
by
the
16
secretary
of
state.
17
h.
Other
facts
of
record
in
the
office
of
the
secretary
of
18
state
which
that
may
be
requested
by
the
applicant.
19
2.
The
secretary
of
state,
upon
request
and
payment
of
the
20
requisite
fee,
shall
furnish
a
certificate
of
authorization
21
for
a
foreign
limited
partnership
if
the
records
filed
in
the
22
office
of
the
secretary
of
state
show
that
the
secretary
of
23
state
has
filed
a
certificate
of
authority,
has
not
revoked
24
the
certificate
of
authority,
and
has
not
filed
a
notice
of
25
cancellation.
A
certificate
of
authorization
must
state
all
26
of
the
following:
27
a.
The
foreign
limited
partnership’s
name
and
any
alternate
28
name
adopted
under
section
488.905,
subsection
1
,
for
use
in
29
this
state.
30
b.
That
it
is
authorized
to
transact
business
in
this
state.
31
c.
Whether
all
fees,
taxes,
and
penalties
under
this
chapter
32
or
other
law
due
the
secretary
of
state
have
been
paid.
33
d.
Whether
the
foreign
limited
partnership’s
most
recent
34
biennial
report
required
by
section
488.210
has
been
filed
by
35
-28-
LSB
1247DP
(11)
85
da/nh
28/
70
S.F.
_____
H.F.
_____
the
secretary
of
state.
1
e.
That
the
secretary
of
state
has
not
revoked
its
2
certificate
of
authority
and
has
not
filed
a
notice
of
3
cancellation.
4
f.
Other
facts
of
record
in
the
office
of
the
secretary
of
5
state
which
may
be
requested
by
the
applicant.
6
3.
Subject
to
any
qualification
stated
in
the
certificate,
7
a
certificate
of
existence
for
a
domestic
limited
partnership
8
or
authorization
certificate
of
authority
for
a
foreign
9
limited
partnership,
issued
by
the
secretary
of
state
may
be
10
relied
upon
as
conclusive
evidence
that
the
domestic
limited
11
partnership
is
in
existence
or
foreign
limited
partnership
is
12
in
existence
or
is
authorized
to
transact
business
in
this
13
state.
14
Sec.
107.
Section
489.117,
subsection
1,
paragraph
t,
Code
15
2013,
is
amended
to
read
as
follows:
16
t.
Application
for
certificate
of
17
existence
or
authorization
authority
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
18
Sec.
108.
Section
489.208,
Code
2013,
is
amended
to
read
as
19
follows:
20
489.208
Certificate
of
existence
or
authorization
authority
.
21
1.
The
secretary
of
state,
upon
request
and
payment
of
the
22
requisite
fee,
shall
furnish
to
any
person
a
certificate
of
23
existence
for
a
limited
liability
company
if
the
records
filed
24
in
the
office
of
the
secretary
of
state
show
that
the
company
25
has
been
formed
under
section
489.201
and
the
secretary
of
26
state
has
not
filed
a
statement
of
termination
pertaining
to
27
the
company.
Any
person
may
apply
to
the
secretary
of
state
to
28
furnish
that
person
a
certificate
of
existence
for
a
domestic
29
limited
liability
company
or
a
certificate
of
authority
for
a
30
foreign
limited
liability
company.
31
2.
A
certificate
of
existence
must
state
or
authority
shall
32
include
all
of
the
following:
33
a.
The
domestic
limited
liability
company’s
name
that
34
complies
with
section
489.108
or
the
foreign
limited
liability
35
-29-
LSB
1247DP
(11)
85
da/nh
29/
70
S.F.
_____
H.F.
_____
company’s
name
used
in
this
state
complies
with
section
489.108
1
or
489.805
.
2
b.
That
the
one
of
the
following
apply:
3
(1)
If
the
limited
liability
company
is
a
domestic
limited
4
liability
company
was
,
that
it
is
duly
formed
under
the
laws
5
of
this
state,
the
date
of
its
formation,
and
the
period
of
its
6
duration
if
less
than
perpetual.
7
(2)
If
the
limited
liability
company
is
a
foreign
limited
8
liability
company,
that
it
is
authorized
to
transact
business
9
in
this
state.
10
c.
Whether
That
all
fees
,
taxes,
and
penalties
due
under
11
this
chapter
or
other
law
to
the
secretary
of
state
have
been
12
paid.
13
d.
Whether
That
the
company’s
most
recent
biennial
report
14
required
by
section
489.209
has
been
filed
by
the
secretary
of
15
state.
16
e.
Whether
That
in
the
case
of
a
domestic
limited
17
liability
company,
the
secretary
of
state
has
administratively
18
dissolved
not
filed
a
statement
of
dissolution
or
statement
of
19
termination
concerning
the
company.
20
f.
Whether
the
company
has
delivered
to
the
secretary
of
21
state
for
filing
a
statement
of
dissolution.
22
g.
That
a
statement
of
termination
has
not
been
filed
by
the
23
secretary
of
state.
24
h.
Other
facts
of
record
in
the
office
of
the
secretary
of
25
state
which
are
specified
that
may
be
requested
by
the
person
26
requesting
the
certificate
applicant
.
27
2.
The
secretary
of
state,
upon
request
and
payment
of
the
28
requisite
fee,
shall
furnish
to
any
person
a
certificate
of
29
authorization
for
a
foreign
limited
liability
company
if
the
30
records
filed
in
the
office
of
the
secretary
of
state
show
that
31
the
secretary
of
state
has
filed
a
certificate
of
authority,
32
has
not
revoked
the
certificate
of
authority,
and
has
not
filed
33
a
notice
of
cancellation.
A
certificate
of
authorization
must
34
state
all
of
the
following:
35
-30-
LSB
1247DP
(11)
85
da/nh
30/
70
S.F.
_____
H.F.
_____
a.
The
company’s
name
and
any
alternate
name
adopted
under
1
section
489.805,
subsection
1
,
for
use
in
this
state.
2
b.
That
the
company
is
authorized
to
transact
business
in
3
this
state.
4
c.
Whether
all
fees,
taxes,
and
penalties
due
under
this
5
chapter
or
other
law
to
the
secretary
of
state
have
been
paid.
6
d.
Whether
the
company’s
most
recent
biennial
report
7
required
by
section
489.209
has
been
filed
by
the
secretary
of
8
state.
9
e.
That
the
secretary
of
state
has
not
revoked
the
company’s
10
certificate
of
authority
and
has
not
filed
a
notice
of
11
cancellation.
12
f.
Other
facts
of
record
in
the
office
of
the
secretary
13
of
state
which
are
specified
by
the
person
requesting
the
14
certificate.
15
3.
Subject
to
any
qualification
stated
in
the
certificate,
16
a
certificate
of
existence
for
a
domestic
limited
liability
17
company,
or
certificate
of
authorization
authority
for
a
18
foreign
limited
liability
company,
issued
by
the
secretary
19
of
state
is
conclusive
evidence
that
the
domestic
limited
20
liability
company
is
in
existence
or
the
foreign
limited
21
liability
company
is
authorized
to
transact
business
in
this
22
state.
23
Sec.
109.
Section
490.122,
subsection
1,
paragraph
x,
Code
24
2013,
is
amended
to
read
as
follows:
25
x.
Application
for
certificate
of
existence
or
26
authorization
authority
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
27
Sec.
110.
Section
490.128,
Code
2013,
is
amended
to
read
as
28
follows:
29
490.128
Certificate
of
existence
or
authority
.
30
1.
Anyone
Any
person
may
apply
to
the
secretary
of
state
to
31
furnish
a
certificate
of
existence
for
a
domestic
corporation
32
or
a
certificate
of
authorization
authority
for
a
foreign
33
corporation.
34
2.
A
certificate
of
existence
or
authorization
must
set
35
-31-
LSB
1247DP
(11)
85
da/nh
31/
70
S.F.
_____
H.F.
_____
forth
authority
shall
include
all
of
the
following:
1
a.
The
domestic
corporation’s
corporate
name
that
complies
2
with
section
490.401
or
the
foreign
corporation’s
corporate
3
name
used
in
this
state
that
complies
with
section
490.401
or
4
490.1506
.
5
b.
That
one
of
the
following
apply:
6
(1)
If
it
the
corporation
is
a
domestic
corporation,
that
it
7
is
duly
incorporated
under
the
law
of
this
state,
the
date
of
8
its
incorporation,
and
the
period
of
its
duration
if
less
than
9
perpetual.
10
(2)
If
it
the
corporation
is
a
foreign
corporation,
that
it
11
is
authorized
to
transact
business
in
this
state.
12
c.
That
all
fees
required
by
and
penalties
due
under
this
13
chapter
or
other
law
to
the
secretary
of
state
have
been
paid.
14
d.
That
its
most
recent
biennial
report
required
by
section
15
490.1622
has
been
filed
by
the
secretary
of
state.
16
e.
If
it
is
That
in
the
case
of
a
domestic
corporation,
that
17
the
secretary
of
state
has
not
filed
articles
of
dissolution
18
have
not
been
filed
concerning
the
corporation
as
provided
in
19
section
490.1403
.
20
f.
Other
facts
of
record
in
the
office
of
the
secretary
of
21
state
that
may
be
requested
by
the
applicant.
22
3.
Subject
to
any
qualification
stated
in
the
certificate,
23
a
certificate
of
existence
for
a
domestic
corporation,
24
or
authorization
a
certificate
of
authority
for
a
foreign
25
corporation,
issued
by
the
secretary
of
state
may
be
relied
26
upon
as
conclusive
evidence
that
the
domestic
corporation
is
27
in
existence
or
the
foreign
corporation
is
in
existence
or
is
28
authorized
to
transact
business
in
this
state.
29
Sec.
111.
Section
501A.205,
subsection
1,
paragraph
x,
Code
30
2013,
is
amended
to
read
as
follows:
31
x.
Application
for
certificate
of
existence
or
32
authorization
authority
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
33
Sec.
112.
Section
501A.209,
Code
2013,
is
amended
to
read
34
as
follows:
35
-32-
LSB
1247DP
(11)
85
da/nh
32/
70
S.F.
_____
H.F.
_____
501A.209
Certificate
of
existence
or
authority
.
1
1.
Anyone
Any
person
may
apply
to
the
secretary
to
furnish
2
a
certificate
of
existence
for
a
domestic
cooperative
formed
3
under
this
chapter
or
a
certificate
of
authorization
authority
4
for
a
foreign
cooperative.
5
2.
A
certificate
of
existence
or
certificate
of
6
authorization
must
set
forth
authority
shall
include
all
of
the
7
following:
8
a.
The
domestic
cooperative’s
name
that
complies
with
9
section
501A.301
or
the
foreign
cooperative’s
name
used
in
this
10
state
that
complies
with
section
501A.301
.
11
b.
That
one
of
the
following
applies:
12
(1)
If
it
the
cooperative
is
a
domestic
cooperative,
that
it
13
is
duly
organized
under
the
law
of
this
state,
the
date
of
its
14
organization,
and
the
period
of
its
duration.
15
(2)
If
it
the
cooperative
is
a
foreign
cooperative,
that
it
16
is
authorized
to
transact
business
in
this
state.
17
c.
That
all
fees
required
by
and
penalties
due
under
this
18
subchapter
or
other
law
to
the
secretary
of
state
have
been
19
paid.
20
d.
If
it
is
a
domestic
cooperative,
that
articles
of
21
dissolution
have
not
been
filed.
That
the
cooperative’s
most
22
recent
biennial
report
required
by
section
501A.231
has
been
23
filed
by
the
secretary
of
state.
24
e.
That
in
the
case
of
a
domestic
cooperative,
the
secretary
25
of
state
has
not
filed
articles
of
dissolution
concerning
the
26
cooperative
as
provided
in
section
501A.1205.
27
e.
f.
Other
facts
of
record
in
the
office
of
the
secretary
28
that
may
be
requested
by
the
applicant.
29
3.
Subject
to
any
qualification
stated
in
the
certificate,
30
a
certificate
of
existence
for
a
domestic
cooperative,
or
31
certificate
of
authorization
authority
issued
for
a
foreign
32
cooperative,
by
the
secretary
may
be
relied
upon
as
conclusive
33
evidence
that
the
domestic
cooperative
is
in
existence
or
34
foreign
cooperative
is
in
existence
or
is
authorized
to
35
-33-
LSB
1247DP
(11)
85
da/nh
33/
70
S.F.
_____
H.F.
_____
transact
business
in
this
state.
1
Sec.
113.
Section
504.113,
subsection
1,
paragraph
y,
Code
2
2013,
is
amended
to
read
as
follows:
3
y.
Application
for
certificate
of
existence
or
4
authorization
authority
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
5
Sec.
114.
Section
504.119,
Code
2013,
is
amended
to
read
as
6
follows:
7
504.119
Certificate
of
existence
or
authority
.
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
authority
for
a
foreign
corporation.
11
2.
The
certificate
of
existence
or
certificate
of
authority
12
shall
set
forth
include
all
of
the
following:
13
a.
The
domestic
corporation’s
corporate
name
that
complies
14
with
section
504.401
or
the
foreign
corporation’s
corporate
15
name
used
in
this
state
that
complies
with
section
504.401
or
16
504.1506
.
17
b.
That
the
one
of
the
following
applies:
18
(1)
If
the
corporation
is
a
domestic
corporation
,
that
it
19
is
duly
incorporated
under
the
laws
of
this
state,
the
date
of
20
its
incorporation,
and
the
period
of
its
duration
if
less
than
21
perpetual
;
or
that
the
.
22
(2)
If
the
corporation
is
a
foreign
corporation
,
that
it
is
23
authorized
to
transact
business
in
this
state.
24
c.
That
all
fees
and
penalties
due
under
this
chapter
or
25
other
law
to
the
secretary
of
state
have
been
paid.
26
d.
That
its
the
corporation’s
most
recent
biennial
report
27
required
by
section
504.1613
has
been
delivered
to
filed
with
28
the
secretary
of
state.
29
e.
That
in
the
case
of
a
domestic
corporation,
the
secretary
30
of
state
has
not
filed
articles
of
dissolution
have
not
31
been
filed
concerning
the
corporation
as
provided
in
section
32
504.1403
.
33
f.
Other
facts
of
record
in
the
office
of
the
secretary
of
34
state
that
may
be
requested
by
the
applicant.
35
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_____
H.F.
_____
3.
Subject
to
any
qualification
stated
in
the
certificate,
a
1
certificate
of
existence
issued
for
a
domestic
corporation,
or
2
a
certificate
of
authority
issued
for
a
foreign
corporation,
3
by
the
secretary
of
state
may
be
relied
upon
as
conclusive
4
evidence
that
the
domestic
or
foreign
corporation
is
in
good
5
standing
existence
or
the
foreign
corporation
is
authorized
to
6
transact
business
in
this
state.
7
DIVISION
IV
8
AMENDED
CERTIFICATES
OF
AUTHORITY
FOR
LIMITED
PARTNERSHIPS,
9
LIMITED
LIABILITY
COMPANIES,
CORPORATIONS,
COOPERATIVES,
AND
10
NONPROFIT
CORPORATIONS
11
Sec.
115.
Section
488.902,
Code
2013,
is
amended
by
adding
12
the
following
new
subsection:
13
NEW
SUBSECTION
.
3.
A
foreign
limited
partnership
shall
14
obtain
an
amended
certificate
of
authority
from
the
secretary
15
of
state
if
the
limited
partnership
changes
any
of
the
16
information
required
to
be
provided
in
subsection
1.
The
17
requirements
for
obtaining
an
amended
certificate
of
authority
18
shall
be
the
same
as
for
obtaining
an
original
certificate
of
19
authority
under
subsections
1
and
2.
20
Sec.
116.
Section
489.802,
Code
2013,
is
amended
by
adding
21
the
following
new
subsection:
22
NEW
SUBSECTION
.
3.
A
foreign
limited
liability
company
23
shall
obtain
an
amended
certificate
of
authority
from
the
24
secretary
of
state
if
the
limited
liability
company
changes
25
any
of
the
information
required
to
be
provided
in
subsection
26
1.
The
requirements
for
obtaining
an
amended
certificate
27
of
authority
shall
be
the
same
as
for
obtaining
an
original
28
certificate
of
authority
under
subsections
1
and
2.
29
Sec.
117.
Section
490.1503,
Code
2013,
is
amended
by
adding
30
the
following
new
subsection:
31
NEW
SUBSECTION
.
3.
A
foreign
corporation
shall
obtain
an
32
amended
certificate
of
authority
from
the
secretary
of
state
33
if
the
corporation
changes
any
of
the
information
required
to
34
be
provided
in
subsection
1.
The
requirements
for
obtaining
35
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_____
H.F.
_____
an
amended
certificate
of
authority
shall
be
the
same
as
1
for
obtaining
an
original
certificate
of
authority
under
2
subsections
1
and
2.
3
Sec.
118.
Section
501A.221,
Code
2013,
is
amended
to
read
4
as
follows:
5
501A.221
Certificate
of
authority.
6
1.
A
foreign
cooperative
may
apply
for
a
certificate
of
7
authority
to
transact
business
in
this
state
by
delivering
an
8
application
to
the
secretary
for
filing.
An
application
for
9
registration
as
a
foreign
cooperative
shall
set
forth
all
of
10
the
following:
11
1.
a.
The
name
of
the
foreign
cooperative
and,
if
12
different,
the
name
under
which
the
foreign
cooperative
13
proposes
to
register
and
transact
business
in
this
state.
14
2.
b.
The
state
or
other
jurisdiction
in
which
the
foreign
15
cooperative
was
formed
and
the
date
of
its
formation.
16
3.
c.
The
street
address
of
the
registered
office
of
17
the
foreign
cooperative
in
this
state
and
the
name
of
the
18
registered
agent
at
the
office.
19
4.
d.
The
address
of
the
principal
office,
which
is
the
20
office
where
the
principal
executive
offices
are
located.
21
5.
2.
A
The
foreign
cooperative
shall
deliver
the
completed
22
application
to
the
secretary
of
state,
and
also
deliver
to
the
23
secretary
of
state
a
certificate
of
existence
or
a
document
of
24
similar
import
duly
authenticated
by
the
proper
office
of
the
25
state
or
other
jurisdiction
of
its
formation
which
is
dated
no
26
earlier
than
ninety
days
prior
to
the
date
that
the
application
27
is
filed
with
the
secretary.
28
3.
The
foreign
cooperative
shall
obtain
an
amended
29
certificate
of
authority
from
the
secretary
of
state
if
the
30
cooperative
changes
any
of
the
information
required
to
be
31
provided
in
subsection
1.
The
requirements
for
obtaining
32
an
amended
certificate
of
authority
shall
be
the
same
as
33
for
obtaining
an
original
certificate
of
authority
under
34
subsections
1
and
2.
35
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_____
H.F.
_____
Sec.
119.
Section
504.1503,
Code
2013,
is
amended
by
adding
1
the
following
new
subsection:
2
NEW
SUBSECTION
.
3.
A
foreign
corporation
shall
obtain
an
3
amended
certificate
of
authority
from
the
secretary
of
state
4
if
the
foreign
corporation
changes
any
of
the
information
5
required
to
be
provided
in
subsection
1.
The
requirements
for
6
obtaining
an
amended
certificate
of
authority
shall
be
the
same
7
as
for
obtaining
an
original
certificate
of
authority
under
8
subsections
1
and
2.
9
DIVISION
V
10
BIENNIAL
REPORTS
FOR
LIMITED
PARTNERSHIPS,
LIMITED
LIABILITY
11
COMPANIES,
CORPORATIONS,
CLOSED
COOPERATIVES,
COOPERATIVES
12
UNDER
THE
IOWA
COOPERATIVE
ASSOCIATIONS
ACT,
AND
NONPROFIT
13
CORPORATIONS
14
Sec.
120.
Section
488.210,
Code
2013,
is
amended
to
read
as
15
follows:
16
488.210
Biennial
report
for
secretary
of
state.
17
1.
A
limited
partnership
,
or
a
foreign
limited
partnership
18
authorized
to
transact
business
in
this
state
,
shall
deliver
to
19
the
secretary
of
state
for
filing
a
biennial
report
that
states
20
includes
all
of
the
following:
21
a.
The
domestic
limited
partnership’s
name
of
the
limited
22
partnership
as
used
in
the
state
pursuant
to
section
488.108
or
23
foreign
limited
partnership
partnership’s
name
as
used
in
this
24
state
pursuant
to
section
488.108
or
488.905
.
25
b.
The
street
and
mailing
address
of
its
designated
office
26
and
the
name
and
street
and
mailing
address
of
its
agent
for
27
service
of
process
in
this
state
,
together
with
the
consent
of
28
any
new
agent
.
29
c.
In
the
case
of
a
limited
partnership,
the
The
street
and
30
mailing
address
of
its
principal
office.
31
d.
In
the
case
of
a
foreign
limited
partnership,
the
state
32
or
other
jurisdiction
under
whose
law
the
foreign
limited
33
partnership
is
formed
and
any
alternate
name
adopted
under
34
section
488.905,
subsection
1
organized
.
35
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_____
H.F.
_____
2.
Information
in
a
the
biennial
report
must
shall
be
1
current
as
of
the
date
the
biennial
report
is
delivered
to
2
the
secretary
of
state
for
filing
executed
.
The
report
shall
3
be
executed
on
behalf
of
the
limited
partnership
or
foreign
4
limited
partnership
and
signed
as
provided
in
section
488.204
5
or
by
any
other
person
authorized
by
the
limited
partnership.
6
3.
If
a
biennial
report
does
not
contain
the
information
7
required
in
subsection
1
,
the
secretary
of
state
shall
promptly
8
notify
the
reporting
limited
partnership
or
foreign
limited
9
partnership
and
return
the
report
to
it
for
correction.
If
10
the
report
is
corrected
to
contain
the
information
required
in
11
subsection
1
and
delivered
to
the
secretary
of
state
within
12
thirty
days
after
the
effective
date
of
the
notice,
it
is
13
timely
delivered.
The
first
biennial
report
shall
be
delivered
14
to
the
secretary
of
state
between
January
1
and
April
1
of
the
15
first
odd-numbered
year
following
the
calendar
year
in
which
a
16
limited
partnership
was
formed
or
a
foreign
limited
partnership
17
was
authorized
to
transact
business.
Each
subsequent
biennial
18
report
must
be
delivered
to
the
secretary
of
state
between
19
January
1
and
April
1
of
the
following
odd-numbered
calendar
20
year.
A
filing
fee
for
the
biennial
report
shall
be
determined
21
by
the
secretary
of
state.
22
4.
If
a
filed
biennial
report
contains
an
address
of
23
a
designated
office
or
the
name
or
address
of
an
agent
for
24
service
of
process
which
differs
from
the
information
shown
in
25
the
records
of
the
secretary
of
state
immediately
before
the
26
filing,
the
differing
information
in
the
biennial
report
is
27
considered
a
statement
of
change
under
section
488.115
does
28
not
contain
the
information
required
in
subsection
1,
the
29
secretary
of
state
shall
promptly
notify
the
reporting
limited
30
partnership
or
foreign
limited
partnership
in
writing
and
31
return
the
report
to
it
for
correction
.
32
5.
The
first
biennial
report
shall
be
delivered
to
the
33
secretary
of
state
between
January
1
and
April
1
of
the
34
first
odd-numbered
year
following
the
calendar
year
in
35
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70
S.F.
_____
H.F.
_____
which
a
limited
partnership
was
formed
or
a
foreign
limited
1
partnership
was
authorized
to
transact
business.
Subsequent
2
biennial
reports
must
be
delivered
to
the
secretary
of
state
3
between
January
1
and
April
1
of
the
following
odd-numbered
4
calendar
years.
A
filing
fee
for
the
biennial
report
shall
be
5
determined
by
the
secretary
of
state.
For
purposes
of
this
6
section
,
each
biennial
report
shall
contain
information
related
7
to
the
two-year
period
immediately
preceding
the
calendar
8
year
in
which
the
report
is
filed.
The
secretary
of
state
9
may
provide
for
the
change
of
designated
office
or
agent
for
10
service
of
process
on
the
form
prescribed
by
the
secretary
of
11
state
for
the
biennial
report,
provided
that
the
form
contains
12
the
information
required
in
section
488.115.
13
6.
If
the
secretary
of
state
determines
that
the
biennial
14
report
does
not
contain
the
information
required
in
subsection
15
1,
but
otherwise
meets
the
requirements
of
section
488.115,
16
the
secretary
of
state
shall
file
the
statement
of
change
for
17
the
registered
office
or
registered
agent
before
returning
the
18
biennial
report
to
the
limited
partnership.
19
7.
A
statement
of
change
of
registered
office
or
registered
20
agent
pursuant
to
this
section
shall
be
executed
by
a
person
21
authorized
to
execute
the
biennial
report.
22
Sec.
121.
Section
489.209,
Code
2013,
is
amended
to
read
as
23
follows:
24
489.209
Biennial
report
for
secretary
of
state.
25
1.
A
limited
liability
company
,
or
a
foreign
limited
26
liability
company
authorized
to
transact
business
in
this
27
state
,
shall
deliver
to
the
secretary
of
state
for
filing
a
28
biennial
report
that
states
includes
all
of
the
following:
29
a.
The
domestic
limited
liability
company’s
name
of
the
30
company
as
used
in
the
state
pursuant
to
section
489.108
or
the
31
foreign
limited
liability
company’s
name
as
used
in
this
state
32
pursuant
to
section
489.108
or
489.805
.
33
b.
The
street
address
of
the
company’s
registered
office,
34
the
name
of
its
registered
agent
at
that
office
in
this
state
,
35
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_____
H.F.
_____
and
together
with
the
consent
of
any
new
registered
agent.
1
c.
The
street
address
of
its
principal
office.
2
d.
In
the
case
of
a
foreign
limited
liability
company,
the
3
state
or
other
jurisdiction
under
whose
law
the
company
is
4
formed
and
any
alternate
name
adopted
under
section
489.805,
5
subsection
1
organized
.
6
2.
Information
in
a
the
biennial
report
under
this
section
7
must
shall
be
current
as
of
the
date
the
report
is
delivered
8
to
the
secretary
of
state
for
filing
executed
.
The
report
9
shall
be
executed
on
behalf
of
the
limited
liability
company
10
or
foreign
limited
liability
company
and
signed
as
provided
11
in
section
489.203
or
by
any
other
person
authorized
by
the
12
manager
or
limited
liability
company
.
13
3.
The
first
biennial
report
under
this
section
must
shall
14
be
delivered
to
the
secretary
of
state
between
January
1
and
15
April
1
of
the
first
odd-numbered
year
following
the
calendar
16
year
in
which
a
limited
liability
company
was
formed
or
a
17
foreign
limited
liability
company
was
authorized
to
transact
18
business.
A
Each
subsequent
biennial
report
must
be
delivered
19
to
the
secretary
of
state
between
January
1
and
April
1
of
20
each
following
odd-numbered
calendar
year.
A
filing
fee
for
21
the
biennial
report
shall
be
determined
by
the
secretary
of
22
state
pursuant
to
section
489.117
.
Each
biennial
report
shall
23
contain
information
related
to
the
two-year
period
immediately
24
preceding
the
calendar
year
in
which
the
report
is
filed.
25
4.
If
a
the
biennial
report
does
not
contain
the
information
26
required
in
this
section
subsection
1
,
the
secretary
of
state
27
shall
promptly
notify
the
reporting
limited
liability
company
28
or
foreign
limited
liability
company
in
writing
and
return
the
29
report
to
it
for
correction.
30
5.
The
secretary
of
state
may
provide
for
the
change
of
31
registered
office
or
registered
agent
on
the
form
prescribed
by
32
the
secretary
of
state
for
the
biennial
report,
provided
that
33
the
form
contains
the
information
required
in
section
489.114
.
34
6.
If
the
secretary
of
state
determines
that
a
the
biennial
35
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H.F.
_____
report
does
not
contain
the
information
required
in
this
1
section
subsection
1
but
otherwise
meets
the
requirements
of
2
section
489.114
,
for
the
purpose
of
changing
the
registered
3
office
or
registered
agent,
the
secretary
of
state
shall
file
4
the
statement
of
change
for
the
registered
office
or
registered
5
agent
,
effective
as
provided
in
section
489.205,
subsection
3
,
6
before
returning
the
biennial
report
to
the
limited
liability
7
company
as
provided
in
this
section
.
8
7.
A
statement
of
change
of
registered
office
or
registered
9
agent
accomplished
pursuant
to
this
subsection
section
shall
be
10
executed
by
a
person
authorized
to
execute
the
biennial
report.
11
Sec.
122.
Section
490.1622,
Code
2013,
is
amended
to
read
12
as
follows:
13
490.1622
Biennial
report
for
secretary
of
state.
14
1.
Each
A
domestic
corporation,
and
each
or
a
foreign
15
corporation
authorized
to
transact
business
in
this
state,
16
shall
deliver
to
the
secretary
of
state
for
filing
a
biennial
17
report
that
sets
forth
includes
all
of
the
following:
18
a.
The
domestic
corporation’s
name
of
as
used
in
the
19
state
pursuant
to
section
490.401
or
the
corporation
and
the
20
state
or
country
under
whose
law
it
is
incorporated
foreign
21
corporation’s
name
as
used
in
this
state
pursuant
to
section
22
490.401
or
490.1506
.
23
b.
The
street
address
of
its
registered
office
and
the
name
24
of
its
registered
agent
at
that
office
in
this
state,
together
25
with
the
consent
of
any
new
registered
agent.
26
c.
The
street
address
of
its
principal
office.
27
d.
The
names
and
street
addresses
of
the
president,
28
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
29
e.
In
the
case
of
a
foreign
corporation,
the
state
or
other
30
jurisdiction
under
whose
law
the
foreign
corporation
is
formed.
31
2.
Information
in
the
biennial
report
must
shall
be
current
32
as
of
the
date
the
report
is
delivered
to
the
secretary
of
33
state
for
filing
executed
.
The
report
shall
be
executed
on
34
behalf
of
the
corporation
and
signed
as
provided
in
section
35
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_____
H.F.
_____
490.120
or
by
any
other
person
authorized
by
the
board
of
1
directors
of
the
corporation.
2
3.
The
first
biennial
report
shall
be
delivered
to
the
3
secretary
of
state
between
January
1
and
April
1
of
the
4
first
even-numbered
year
following
the
calendar
year
in
5
which
a
domestic
corporation
was
incorporated
or
a
foreign
6
corporation
was
authorized
to
transact
business.
Subsequent
7
Each
subsequent
biennial
reports
must
report
shall
be
delivered
8
to
the
secretary
of
state
between
January
1
and
April
1
of
the
9
following
even-numbered
calendar
years
year
.
A
filing
fee
10
for
the
biennial
report
shall
be
determined
by
the
secretary
11
of
state.
For
purposes
of
this
section
,
each
biennial
report
12
shall
contain
information
related
to
the
two-year
period
13
immediately
preceding
the
calendar
year
in
which
the
report
is
14
filed.
15
4.
If
a
the
biennial
report
does
not
contain
the
information
16
required
by
this
section
in
subsection
1
,
the
secretary
17
of
state
shall
promptly
notify
the
reporting
domestic
or
18
foreign
corporation
in
writing
and
return
the
report
to
it
for
19
correction.
20
5.
The
secretary
of
state
may
provide
for
the
change
of
21
registered
office
or
registered
agent
on
the
form
prescribed
by
22
the
secretary
of
state
for
the
biennial
report,
provided
that
23
the
form
contains
the
information
required
in
section
490.502
24
or
490.1508
.
25
6.
If
the
secretary
of
state
determines
that
a
the
biennial
26
report
does
not
contain
the
information
required
by
this
27
section
in
subsection
1
but
otherwise
meets
the
requirements
28
of
section
490.502
or
490.1508
,
for
the
purpose
of
changing
29
the
registered
office
or
registered
agent,
the
secretary
of
30
state
shall
file
the
statement
of
change
of
registered
office
31
or
registered
agent
,
effective
as
provided
in
section
490.123
,
32
before
returning
the
biennial
report
to
the
corporation
as
33
provided
in
this
section
.
34
7.
A
statement
of
change
of
registered
office
or
agent
35
-42-
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85
da/nh
42/
70
S.F.
_____
H.F.
_____
pursuant
to
this
subsection
section
shall
be
executed
by
a
1
person
authorized
to
execute
the
biennial
report.
2
Sec.
123.
Section
501.713,
Code
2013,
is
amended
to
read
as
3
follows:
4
501.713
Biennial
report
for
secretary
of
state.
5
1.
Each
A
cooperative
authorized
to
transact
business
in
6
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
7
biennial
report
that
sets
forth
includes
all
of
the
following:
8
a.
The
cooperative’s
name
of
the
cooperative
as
used
in
the
9
state
pursuant
to
section
501.104
.
10
b.
The
street
address
of
its
registered
office
,
and
the
name
11
of
its
registered
agent
at
that
office
in
this
state,
together
12
with
the
consent
of
any
new
registered
agent.
13
c.
The
street
address
of
its
principal
office.
14
d.
The
names
and
street
addresses
of
the
president,
15
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
16
2.
Information
in
the
biennial
report
must
shall
be
current
17
as
of
the
first
day
of
January
of
the
year
in
which
the
report
18
is
due
executed
.
The
report
shall
be
executed
on
behalf
of
the
19
cooperative
and
signed
as
provided
in
section
501.105
or
by
20
any
other
person
authorized
by
the
board
of
directors
of
the
21
cooperative.
22
3.
The
first
biennial
report
shall
be
delivered
to
the
23
secretary
of
state
between
January
1
and
April
1
of
the
first
24
even-numbered
year
following
the
calendar
year
in
which
a
25
cooperative
was
organized.
Subsequent
Each
subsequent
biennial
26
reports
must
report
shall
be
delivered
to
the
secretary
27
of
state
between
January
1
and
April
1
of
the
following
28
even-numbered
calendar
years
year
.
A
filing
fee
for
the
29
biennial
report
shall
be
determined
by
the
secretary
of
state.
30
4.
If
a
the
biennial
report
does
not
contain
the
information
31
required
by
this
section
in
subsection
1
,
the
secretary
32
of
state
shall
promptly
notify
the
reporting
cooperative
33
in
writing
and
return
the
report
to
the
cooperative
for
34
correction.
35
-43-
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1247DP
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85
da/nh
43/
70
S.F.
_____
H.F.
_____
5.
The
secretary
of
state
may
provide
for
the
change
of
1
registered
office
or
registered
agent
on
the
form
prescribed
by
2
the
secretary
of
state
for
the
biennial
report,
provided
that
3
the
form
contains
the
information
required
in
section
501.106
.
4
6.
If
the
secretary
of
state
determines
that
a
the
biennial
5
report
does
not
contain
the
information
required
by
this
6
section
in
subsection
1
but
otherwise
meets
the
requirements
7
of
section
501.106
,
for
the
purpose
of
changing
the
registered
8
office
or
registered
agent,
the
secretary
of
state
shall
file
9
the
statement
of
change
of
registered
office
or
registered
10
agent
,
effective
as
provided
in
section
501.105
,
before
11
returning
the
biennial
report
to
the
cooperative
as
provided
in
12
this
section
.
13
7.
A
statement
of
change
of
registered
office
or
agent
14
pursuant
to
this
subsection
section
shall
be
executed
by
a
15
person
authorized
to
execute
the
biennial
report.
16
Sec.
124.
Section
501A.231,
Code
2013,
is
amended
to
read
17
as
follows:
18
501A.231
Biennial
report
for
secretary
of
state.
19
1.
A
cooperative
,
or
foreign
cooperative
authorized
to
20
transact
business
in
this
state
,
shall
deliver
to
the
secretary
21
of
state
for
filing
a
biennial
report
that
sets
forth
includes
22
all
of
the
following:
23
a.
The
cooperative’s
name
of
the
cooperative
as
used
in
this
24
state
pursuant
to
section
501A.301
.
25
b.
The
street
address
of
its
registered
office
and
the
name
26
of
its
registered
agent
at
that
office
in
this
state,
together
27
with
the
consent
of
any
new
registered
agent.
28
c.
The
street
address
of
its
principal
office.
29
d.
The
names
and
street
addresses
of
the
president,
30
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
31
e.
In
the
case
of
a
foreign
cooperative,
the
state
or
other
32
jurisdiction
under
whose
law
the
cooperative
is
organized.
33
2.
Information
in
the
biennial
report
must
shall
be
current
34
as
of
the
first
day
of
January
of
the
year
in
which
the
report
35
-44-
LSB
1247DP
(11)
85
da/nh
44/
70
S.F.
_____
H.F.
_____
is
due
executed
.
The
report
shall
be
executed
on
behalf
of
the
1
cooperative
and
signed
as
provided
in
section
501A.103
or
by
2
any
other
person
authorized
by
the
board
of
directors
of
the
3
cooperative.
4
3.
The
first
biennial
report
shall
be
delivered
to
the
5
secretary
of
state
between
January
1
and
April
1
of
the
6
first
even-numbered
year
following
the
calendar
year
in
7
which
a
cooperative
is
organized
or
the
foreign
cooperative
8
is
authorized
to
transact
business
.
Subsequent
biennial
9
reports
Each
subsequent
biennial
report
shall
be
delivered
to
10
the
secretary
of
state
between
January
1
and
April
1
of
the
11
following
even-numbered
calendar
years
year
.
A
filing
fee
for
12
the
biennial
report
shall
be
determined
by
the
secretary
of
13
state.
14
4.
If
a
the
biennial
report
does
not
contain
the
information
15
required
by
this
section
in
subsection
1
,
the
secretary
16
of
state
shall
promptly
notify
the
reporting
cooperative
17
in
writing
and
return
the
report
to
the
cooperative
for
18
correction.
19
5.
The
secretary
of
state
may
provide
for
the
change
of
20
registered
office
or
registered
agent
on
the
form
prescribed
by
21
the
secretary
of
state
for
the
biennial
report,
provided
that
22
the
form
contains
the
information
required
by
section
501A.402
.
23
6.
If
the
secretary
of
state
determines
that
a
the
biennial
24
report
does
not
contain
the
information
required
by
this
25
section
in
subsection
1
but
otherwise
meets
the
requirements
of
26
section
501A.402
,
for
the
purpose
of
changing
the
registered
27
office
or
registered
agent,
the
secretary
of
state
shall
file
28
the
statement
of
change
of
registered
office
or
registered
29
agent
,
effective
as
provided
in
section
501A.203
,
before
30
returning
the
biennial
report
to
the
cooperative
as
provided
in
31
this
section
.
32
7.
A
statement
of
change
of
registered
office
or
agent
33
pursuant
to
this
subsection
section
shall
be
executed
by
a
34
person
authorized
to
execute
the
biennial
report.
35
-45-
LSB
1247DP
(11)
85
da/nh
45/
70
S.F.
_____
H.F.
_____
Sec.
125.
Section
504.1613,
Code
2013,
is
amended
to
read
1
as
follows:
2
504.1613
Biennial
report
for
secretary
of
state.
3
1.
Each
A
domestic
corporation,
and
each
foreign
4
corporation
authorized
to
transact
business
in
this
state,
5
shall
deliver
to
the
secretary
of
state
for
filing
a
biennial
6
report
on
a
form
prescribed
and
furnished
by
the
secretary
of
7
state
that
sets
forth
includes
all
of
the
following:
8
a.
The
domestic
corporation’s
name
of
the
corporation
and
9
the
state
or
country
under
whose
law
it
is
incorporated
as
10
used
in
this
state
pursuant
to
section
504.401
or
a
foreign
11
corporation’s
name
as
used
in
this
state
pursuant
to
section
12
504.401
or
504.1506
.
13
b.
The
street
address
of
the
corporation’s
registered
office
14
and
the
name
of
the
corporation’s
registered
agent
at
that
15
office
in
this
state,
together
with
the
consent
of
any
new
16
registered
agent.
17
c.
The
street
address
of
the
corporation’s
principal
office.
18
d.
The
names
and
street
addresses
of
the
president,
19
secretary,
treasurer,
and
one
member
of
the
board
of
directors.
20
e.
In
the
case
of
a
foreign
corporation,
the
state
or
other
21
jurisdiction
under
whose
law
the
corporation
is
formed.
22
e.
f.
Whether
or
not
the
corporation
has
members.
23
2.
The
information
Information
in
the
biennial
report
must
24
shall
be
current
on
the
date
the
biennial
report
is
executed
.
25
The
report
shall
be
executed
on
behalf
of
the
corporation
and
26
signed
by
any
person
authorized
by
the
board
of
directors
of
27
the
corporation
.
28
3.
The
first
biennial
report
shall
be
delivered
to
the
29
secretary
of
state
between
January
1
and
April
1
of
the
first
30
odd-numbered
year
following
the
calendar
year
in
which
a
31
domestic
corporation
was
incorporated
or
a
foreign
corporation
32
was
authorized
to
transact
business.
Subsequent
biennial
33
reports
must
Each
subsequent
biennial
report
shall
be
delivered
34
to
the
secretary
of
state
between
January
1
and
April
1
of
the
35
-46-
LSB
1247DP
(11)
85
da/nh
46/
70
S.F.
_____
H.F.
_____
following
odd-numbered
calendar
years
year
.
A
filing
fee
for
1
the
biennial
report
shall
be
determined
by
the
secretary
of
2
state.
3
4.
a.
If
a
the
biennial
report
does
not
contain
the
4
information
required
by
this
section
in
subsection
1
,
the
5
secretary
of
state
shall
promptly
notify
the
reporting
domestic
6
or
foreign
corporation
in
writing
and
return
the
report
to
the
7
corporation
for
correction.
8
b.
A
filing
fee
for
the
biennial
report
shall
be
determined
9
by
the
secretary
of
state.
10
c.
For
purposes
of
this
section
,
each
biennial
report
shall
11
contain
information
related
to
the
two-year
period
immediately
12
preceding
the
calendar
year
in
which
the
report
is
filed.
13
5.
The
secretary
of
state
may
provide
for
the
change
of
14
registered
office
or
registered
agent
on
the
form
prescribed
by
15
the
secretary
of
state
for
the
biennial
report,
provided
that
16
the
form
contains
the
information
required
in
section
504.502
17
or
504.503
.
18
6.
If
the
secretary
of
state
determines
that
a
the
biennial
19
report
does
not
contain
the
information
required
by
this
20
section
in
subsection
1
but
otherwise
meets
the
requirements
21
of
section
504.502
or
504.503
,
for
the
purpose
of
changing
the
22
registered
office
or
registered
agent,
the
secretary
of
state
23
shall
file
the
statement
of
change
of
registered
office
or
24
registered
agent
,
effective
as
provided
in
section
504.114
,
25
before
returning
the
biennial
report
to
the
corporation
as
26
provided
in
this
section
.
27
7.
A
statement
of
change
of
registered
office
or
agent
28
pursuant
to
this
subsection
section
shall
be
executed
by
a
29
person
authorized
to
execute
the
biennial
report.
30
DIVISION
VI
31
DISSOLUTION
AND
REVOCATION
FOR
LIMITED
PARTNERSHIPS,
LIMITED
32
LIABILITY
COMPANIES,
CORPORATIONS,
TRADITIONAL
COOPERATIVES,
33
CLOSED
COOPERATIVES,
COOPERATIVES
UNDER
THE
IOWA
COOPERATIVE
34
ASSOCIATIONS
ACT,
AND
NONPROFIT
CORPORATIONS
35
-47-
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85
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70
S.F.
_____
H.F.
_____
Sec.
126.
Section
488.801,
subsection
5,
Code
2013,
is
1
amended
to
read
as
follows:
2
5.
The
signing
and
filing
service
of
a
declaration
written
3
notice
of
dissolution
by
the
secretary
of
state
under
section
4
488.809,
subsection
3
2
.
5
Sec.
127.
Section
488.809,
Code
2013,
is
amended
to
read
as
6
follows:
7
488.809
Administrative
dissolution.
8
1.
The
secretary
of
state
may
administratively
dissolve
a
9
limited
partnership
administratively
if
the
limited
partnership
10
does
not,
within
sixty
days
after
the
due
date,
do
any
of
the
11
following
any
of
the
following
apply
:
12
a.
Pay
The
limited
partnership
fails
to
pay
within
sixty
13
days
after
the
due
date,
any
fee,
tax,
or
penalty
under
this
14
chapter
or
other
law
due
the
secretary
of
state.
15
b.
Deliver
The
limited
partnership
fails
to
deliver
within
16
sixty
days
after
the
due
date
its
biennial
report
to
the
17
secretary
of
state
as
required
in
section
488.210
.
18
2.
If
the
secretary
of
state
determines
that
a
ground
exists
19
for
In
order
to
administratively
dissolving
dissolve
a
limited
20
partnership,
the
secretary
of
state
shall
file
a
record
of
21
the
determination
and
serve
the
limited
partnership
with
a
22
copy
written
notice
of
the
filed
record
secretary
of
state’s
23
determination
.
The
notice
shall
include
all
of
the
following:
24
a.
The
administrative
dissolution’s
effective
date,
which
25
must
be
at
least
sixty
days
after
the
date
the
secretary
of
26
state
sends
the
notice.
27
b.
Each
ground
for
administrative
dissolution
under
28
subsection
1.
29
3.
If
within
sixty
days
after
service
of
the
copy
the
30
A
limited
partnership
does
not
correct
is
administratively
31
dissolved
on
the
effective
date
in
the
notice
of
administrative
32
dissolution
as
provided
in
subsection
2,
unless
prior
to
that
33
date
the
limited
partnership
cures
each
ground
for
dissolution
34
or
demonstrate
to
the
reasonable
satisfaction
of
the
secretary
35
-48-
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(11)
85
da/nh
48/
70
S.F.
_____
H.F.
_____
of
state
that
each
ground
determined
by
the
secretary
of
state
1
does
not
exist,
the
secretary
of
state
shall
administratively
2
dissolve
the
limited
partnership
by
preparing,
signing,
and
3
filing
a
declaration
of
dissolution
that
states
the
grounds
4
for
dissolution
stated
in
the
notice
.
The
secretary
of
state
5
shall
serve
the
limited
partnership
with
a
copy
of
the
filed
6
declaration.
7
4.
A
limited
partnership
administratively
dissolved
8
continues
its
existence
but
may
carry
on
only
activities
9
necessary
to
wind
up
its
activities
and
shall
not
carry
on
any
10
business
except
as
necessary
to
liquidate
its
assets
under
11
sections
488.803
and
488.812
business
and
to
notify
claimants
12
as
required
under
sections
488.806
and
488.807
this
chapter
.
13
5.
The
administrative
dissolution
of
a
limited
partnership
14
does
not
terminate
the
authority
of
its
agent
for
service
of
15
process
.
16
6.
The
secretary
of
state’s
administrative
dissolution
17
pursuant
to
this
section
appoints
the
secretary
of
state
as
18
the
limited
partnership’s
agent
for
service
of
process
in
19
any
proceeding
based
on
a
cause
of
action
which
arose
during
20
the
time
the
limited
partnership
was
authorized
to
transact
21
business
in
this
state.
Service
of
process
on
the
secretary
22
of
state
under
this
subsection
is
service
on
the
limited
23
partnership.
Upon
receipt
of
process,
the
secretary
of
state
24
shall
serve
a
copy
of
the
process
on
the
limited
partnership
as
25
provided
in
section
488.117.
This
subsection
does
not
preclude
26
service
on
the
limited
partnership’s
registered
agent,
if
any.
27
Sec.
128.
Section
488.906,
Code
2013,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
488.906
Revocation
of
certificate
of
authority.
30
The
secretary
of
state
may
revoke
the
certificate
of
31
authority
of
a
foreign
limited
partnership
to
transact
business
32
in
this
state
if
the
foreign
limited
partnership
fails
to
33
comply
with
any
requirement
set
out
in
section
488.809.
The
34
procedure
for
revocation
shall
be
the
same
as
provided
in
35
-49-
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70
S.F.
_____
H.F.
_____
that
section
for
the
administrative
dissolution
of
a
limited
1
partnership.
2
Sec.
129.
Section
489.705,
Code
2013,
is
amended
to
read
as
3
follows:
4
489.705
Administrative
dissolution.
5
1.
The
secretary
of
state
may
commence
a
proceeding
under
6
this
section
to
administratively
dissolve
a
limited
liability
7
company
if
any
of
the
following
apply:
8
a.
The
limited
liability
company
has
not
delivered
a
9
biennial
report
to
the
secretary
of
state
in
a
form
that
meets
10
the
requirements
of
section
489.209
within
sixty
days
after
it
11
is
due,
or
has
not
paid
fails
to
pay
within
sixty
days
after
12
the
due
date,
any
fee,
tax,
or
penalty
due
to
the
secretary
of
13
state
under
this
chapter
or
law
other
than
this
chapter
.
14
b.
The
limited
liability
company
is
without
a
registered
15
office
agent
or
registered
agent
office
in
this
state
for
sixty
16
days
or
more
.
17
c.
The
limited
liability
company
does
not
notify
the
18
secretary
of
state
within
sixty
days
that
its
registered
agent
19
or
registered
office
has
been
changed,
that
its
registered
20
agent
has
resigned,
or
that
its
registered
office
has
been
21
discontinued.
22
d.
The
limited
liability
company’s
period
of
duration
stated
23
in
its
certificate
of
organization
has
expired
expires
.
24
e.
The
limited
liability
company
fails
to
deliver
within
25
sixty
days
after
the
due
date
its
biennial
report
to
the
26
secretary
of
state
as
required
in
section
489.209.
27
2.
If
the
secretary
of
state
determines
that
a
ground
exists
28
for
In
order
to
administratively
dissolving
dissolve
a
limited
29
liability
company,
the
secretary
of
state
shall
file
a
record
30
of
the
determination
and
serve
the
company
with
a
copy
written
31
notice
of
the
filed
record
secretary
of
state’s
determination
.
32
The
notice
shall
include
all
of
the
following:
33
a.
The
administrative
dissolution’s
effective
date,
which
34
must
be
at
least
sixty
days
after
the
date
the
secretary
of
35
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50/
70
S.F.
_____
H.F.
_____
state
sends
the
notice.
1
b.
Each
ground
for
administrative
dissolution
under
2
subsection
1.
3
3.
If
within
sixty
days
after
service
of
the
copy
pursuant
4
to
subsection
2
a
A
limited
liability
company
does
not
correct
5
is
administratively
dissolved
on
the
effective
date
in
the
6
notice
of
administrative
dissolution
as
provided
in
subsection
7
2,
unless
prior
to
that
date
the
company
cures
each
ground
8
for
dissolution
or
demonstrate
to
the
reasonable
satisfaction
9
of
the
secretary
of
state
that
each
ground
determined
by
the
10
secretary
of
state
does
not
exist,
the
secretary
of
state
shall
11
dissolve
the
company
administratively
by
preparing,
signing,
12
and
filing
a
declaration
of
dissolution
that
states
the
grounds
13
for
dissolution
stated
in
the
notice
.
The
secretary
of
state
14
shall
serve
the
company
with
a
copy
of
the
filed
declaration.
15
4.
A
limited
liability
company
that
has
been
16
administratively
dissolved
continues
in
existence
but
,
subject
17
to
section
489.706
,
may
shall
not
carry
on
only
activities
18
necessary
to
wind
up
its
activities
and
any
business
except
as
19
necessary
to
liquidate
its
assets
under
sections
489.702
20
business
and
489.708
and
to
notify
claimants
under
sections
21
489.703
and
489.704
as
required
under
this
chapter
.
22
5.
The
administrative
dissolution
of
a
limited
liability
23
company
does
not
terminate
the
authority
of
its
registered
24
agent
for
service
of
process
.
25
6.
The
secretary
of
state’s
administrative
dissolution
26
pursuant
to
this
section
appoints
the
secretary
of
state
as
the
27
limited
liability
company’s
agent
for
service
of
process
in
any
28
proceeding
based
on
a
cause
of
action
which
arose
during
the
29
time
the
limited
liability
company
was
authorized
to
transact
30
business
in
this
state.
Service
of
process
on
the
secretary
of
31
state
under
this
subsection
is
service
on
the
limited
liability
32
company.
Upon
receipt
of
process,
the
secretary
of
state
shall
33
serve
a
copy
of
the
process
on
the
limited
liability
company
as
34
provided
in
section
489.116.
This
subsection
does
not
preclude
35
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70
S.F.
_____
H.F.
_____
service
on
the
limited
liability
company’s
registered
agent,
1
if
any.
2
Sec.
130.
Section
489.806,
Code
2013,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
489.806
Revocation
of
certificate
of
authority.
5
The
secretary
of
state
may
revoke
the
certificate
of
6
authority
of
a
foreign
limited
liability
company
to
transact
7
business
in
this
state
if
the
foreign
limited
liability
8
company
fails
to
comply
with
any
requirement
set
out
in
section
9
489.705.
The
procedure
for
revocation
shall
be
the
same
as
10
provided
in
that
section
for
the
administrative
dissolution
of
11
a
limited
liability
company.
12
Sec.
131.
Section
490.1420,
Code
2013,
is
amended
to
read
13
as
follows:
14
490.1420
Grounds
for
administrative
Administrative
15
dissolution.
16
1.
The
secretary
of
state
may
commence
a
proceeding
under
17
section
490.1421
to
administratively
dissolve
a
corporation
if
18
any
of
the
following
apply:
19
1.
a.
The
corporation
has
not
delivered
a
biennial
report
20
to
the
secretary
of
state
in
a
form
that
meets
the
requirements
21
of
section
490.1622
,
within
sixty
days
after
it
is
due,
or
has
22
not
paid
any
fee,
tax,
or
penalty
due
to
the
secretary
of
state
23
under
this
chapter
or
law
other
than
this
chapter
,
fails
to
pay
24
within
sixty
days
after
it
is
the
due
date
any
fee,
tax,
or
25
penalty
due
to
the
secretary
of
state
.
26
2.
b.
The
corporation
is
without
a
registered
agent
or
27
registered
office
in
this
state
for
sixty
days
or
more
.
28
3.
c.
The
corporation
does
not
notify
the
secretary
of
29
state
within
sixty
days
that
its
registered
agent
or
registered
30
office
has
been
changed,
that
its
registered
agent
has
31
resigned,
or
that
its
registered
office
has
been
discontinued.
32
4.
d.
The
corporation’s
period
of
duration
stated
in
its
33
articles
of
incorporation
expires.
34
e.
The
corporation
fails
to
deliver
within
sixty
days
after
35
-52-
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1247DP
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70
S.F.
_____
H.F.
_____
the
due
date
its
biennial
report
to
the
secretary
of
state
as
1
provided
in
section
490.1622.
2
2.
In
order
to
administratively
dissolve
a
corporation,
the
3
secretary
of
state
shall
serve
the
corporation
with
written
4
notice
of
the
secretary
of
state’s
determination.
The
notice
5
shall
include
all
of
the
following:
6
a.
The
administrative
dissolution’s
effective
date,
which
7
must
be
at
least
sixty
days
after
the
date
the
secretary
of
8
state
sends
the
notice.
9
b.
Each
ground
for
the
administrative
dissolution
under
10
subsection
1.
11
3.
A
corporation
is
administratively
dissolved
on
the
12
effective
date
in
the
notice
of
administrative
dissolution
13
as
provided
in
subsection
2,
unless
before
that
date
the
14
corporation
cures
each
ground
stated
in
the
notice.
15
4.
A
corporation
administratively
dissolved
continues
16
in
existence
but
shall
not
carry
on
any
business
except
as
17
necessary
to
liquidate
its
business
and
notify
claimants
as
18
required
under
this
chapter.
19
5.
The
administrative
dissolution
of
a
corporation
does
not
20
terminate
the
authority
of
its
registered
agent.
21
6.
The
secretary
of
state’s
administrative
dissolution
22
pursuant
to
this
section
appoints
the
secretary
of
state
the
23
corporation’s
agent
for
service
of
process
in
any
proceeding
24
based
on
a
cause
of
action
which
arose
during
the
time
the
25
corporation
was
authorized
to
transact
business
in
this
26
state.
Service
of
process
on
the
secretary
of
state
under
27
this
subsection
is
service
on
the
corporation.
Upon
receipt
28
of
process,
the
secretary
of
state
shall
serve
a
copy
of
the
29
process
on
the
corporation
as
provided
in
section
490.504.
30
This
subsection
does
not
preclude
service
on
the
corporation’s
31
registered
agent,
if
any.
32
Sec.
132.
Section
490.1422,
subsection
1,
unnumbered
33
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
34
A
corporation
administratively
dissolved
under
section
35
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_____
H.F.
_____
490.1421
490.1420
may
apply
to
the
secretary
of
state
1
for
reinstatement
at
any
time
after
the
effective
date
of
2
dissolution.
The
application
must
meet
all
of
the
following
3
requirements:
4
Sec.
133.
Section
490.1510,
subsection
2,
paragraph
c,
Code
5
2013,
is
amended
to
read
as
follows:
6
c.
Has
had
its
certificate
of
authority
revoked
under
7
section
490.1531
490.1530
.
8
Sec.
134.
Section
490.1530,
Code
2013,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1530
Revocation
of
certificate
of
authority.
12
The
secretary
of
state
may
revoke
the
certificate
of
13
authority
of
a
foreign
corporation
to
transact
business
in
14
this
state
if
the
foreign
corporation
fails
to
comply
with
any
15
requirement
set
out
in
section
490.1420.
The
procedure
for
16
revocation
shall
be
the
same
as
provided
in
that
section
for
17
administrative
dissolution
of
a
corporation.
18
Sec.
135.
Section
499.76,
Code
2013,
is
amended
to
read
as
19
follows:
20
499.76
Grounds
for
administrative
Administrative
dissolution.
21
1.
The
secretary
of
state
may
commence
a
proceeding
under
22
section
499.77
to
administratively
dissolve
an
association
if
23
any
of
the
following
apply:
24
1.
a.
The
association
has
not
delivered
a
biennial
report
25
to
the
secretary
of
state
in
a
form
that
meets
the
requirements
26
of
section
499.49
,
fails
to
pay
within
sixty
days
after
it
is
27
due
the
due
date
any
fee,
tax,
or
penalty
due
to
the
secretary
28
of
state
.
29
2.
b.
The
association
is
without
a
registered
agent
or
30
registered
office
in
this
state
for
sixty
days
or
more
.
31
3.
c.
The
association
does
not
notify
the
secretary
of
32
state
within
sixty
days
that
its
registered
agent
or
registered
33
office
has
been
changed,
that
its
registered
agent
has
34
resigned,
or
that
its
registered
office
has
been
discontinued.
35
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1247DP
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85
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54/
70
S.F.
_____
H.F.
_____
4.
d.
The
association’s
period
of
duration
stated
in
its
1
articles
of
incorporation
expires.
2
e.
The
association
fails
to
deliver
within
sixty
days
after
3
the
due
date
its
biennial
report
to
the
secretary
of
state
as
4
provided
in
section
499.49.
5
2.
In
order
to
administratively
dissolve
an
association,
6
the
secretary
of
state
shall
serve
the
association
with
written
7
notice
of
the
secretary
of
state’s
determination.
The
notice
8
shall
include
all
of
the
following:
9
a.
The
administrative
dissolution’s
effective
date,
which
10
must
be
at
least
sixty
days
after
the
date
the
secretary
of
11
state
sends
the
notice.
12
b.
Each
ground
for
the
administrative
dissolution
under
13
subsection
1.
14
3.
An
association
is
administratively
dissolved
on
the
15
effective
date
in
the
notice
of
administrative
dissolution
16
as
provided
in
subsection
2,
unless
before
that
date
the
17
corporation
cures
each
ground
stated
in
the
notice.
18
4.
An
association
administratively
dissolved
continues
19
in
existence
but
shall
not
carry
on
any
business
except
as
20
necessary
to
liquidate
its
business
and
notify
claimants
as
21
required
under
this
chapter.
22
5.
The
administrative
dissolution
of
an
association
does
23
not
terminate
the
authority
of
its
registered
agent.
24
6.
The
secretary
of
state’s
administrative
dissolution
25
pursuant
to
this
section
appoints
the
secretary
of
state
the
26
association’s
agent
for
service
of
process
in
any
proceeding
27
based
on
a
cause
of
action
which
arose
during
the
time
the
28
association
was
authorized
to
transact
business
in
this
29
state.
Service
of
process
on
the
secretary
of
state
under
30
this
subsection
is
service
on
the
association.
Upon
receipt
31
of
process,
the
secretary
of
state
shall
serve
a
copy
of
the
32
process
on
the
association
as
provided
in
section
499.75.
This
33
subsection
does
not
preclude
service
on
the
association’s
34
registered
agent,
if
any.
35
-55-
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70
S.F.
_____
H.F.
_____
Sec.
136.
NEW
SECTION
.
499.76A
Revocation
of
certificate
1
authority.
2
The
secretary
of
state
may
revoke
the
certificate
of
3
authority
of
a
foreign
cooperative
association
to
transact
4
business
in
this
state
if
the
foreign
cooperative
association
5
fails
to
comply
with
any
requirement
set
out
in
section
499.76.
6
The
procedure
for
revocation
shall
be
the
same
as
provided
7
in
that
section
for
the
administrative
dissolution
of
an
8
association.
9
Sec.
137.
Section
499.78,
subsection
1,
unnumbered
10
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
11
An
association
administratively
dissolved
under
section
12
499.77
499.76
may
apply
to
the
secretary
of
state
for
13
reinstatement
at
any
time
after
the
effective
date
of
14
dissolution.
The
application
must
meet
all
of
the
following
15
requirements:
16
Sec.
138.
Section
501.104,
subsection
2,
paragraph
d,
Code
17
2013,
is
amended
to
read
as
follows:
18
d.
The
name
of
a
cooperative
which
has
been
administratively
19
dissolved
pursuant
to
section
501.812
501.811
for
a
period
20
of
less
than
five
years
from
the
effective
date
of
the
21
dissolution.
22
Sec.
139.
Section
501.811,
Code
2013,
is
amended
to
read
as
23
follows:
24
501.811
Grounds
for
administrative
Administrative
25
dissolution.
26
1.
The
secretary
of
state
may
commence
a
proceeding
under
27
section
501.812
to
administratively
dissolve
a
cooperative
if
28
any
of
the
following
apply:
29
1.
a.
The
cooperative
has
not
delivered
a
biennial
report
30
to
the
secretary
of
state
in
a
form
that
meets
the
requirements
31
of
section
501.713
,
fails
to
pay
within
sixty
days
after
it
is
32
the
due
date
,
or
has
not
paid
the
filing
fee
as
determined
by
33
the
secretary
of
state,
within
sixty
days
after
it
is
due
any
34
fee,
tax,
or
penalty
due
to
the
secretary
of
state
.
35
-56-
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70
S.F.
_____
H.F.
_____
2.
b.
The
cooperative
is
without
a
registered
agent
or
1
registered
office
in
this
state
for
sixty
days
or
more.
2
3.
c.
The
cooperative
does
not
notify
the
secretary
of
3
state
within
sixty
days
that
its
registered
agent
or
registered
4
office
has
been
changed,
that
its
registered
agent
has
5
resigned,
or
that
its
registered
office
has
been
discontinued.
6
4.
d.
The
cooperative’s
period
of
duration
stated
in
its
7
articles
of
association
expires.
8
e.
The
cooperative
fails
to
deliver
within
sixty
days
after
9
the
due
date
its
biennial
report
to
the
secretary
of
state
as
10
provided
in
section
501.713.
11
2.
In
order
to
administratively
dissolve
a
cooperative,
the
12
secretary
of
state
shall
serve
the
cooperative
with
a
written
13
notice
of
the
secretary
of
state’s
determination.
The
notice
14
shall
include
all
of
the
following:
15
a.
The
administrative
dissolution’s
effective
date,
which
16
must
be
at
least
sixty
days
after
the
date
the
secretary
of
17
state
sends
the
notice.
18
b.
Each
ground
for
administrative
dissolution
under
19
subsection
1.
20
3.
A
cooperative
is
administratively
dissolved
on
the
21
effective
date
in
the
notice
of
administrative
dissolution
22
as
provided
in
subsection
2,
unless
prior
to
that
date
the
23
cooperative
cures
each
ground
for
dissolution
stated
in
the
24
notice.
25
4.
A
cooperative
administratively
dissolved
continues
26
in
existence
but
shall
not
carry
on
any
business
except
as
27
necessary
to
liquidate
its
business
and
notify
claimants
as
28
required
under
this
chapter.
29
5.
The
administrative
dissolution
of
a
cooperative
does
not
30
terminate
the
authority
of
its
registered
agent.
31
6.
The
secretary
of
state’s
administrative
dissolution
32
pursuant
to
this
section
appoints
the
secretary
of
state
33
as
the
cooperative’s
agent
for
service
of
process
in
any
34
proceeding
based
on
a
cause
of
action
which
arose
during
the
35
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70
S.F.
_____
H.F.
_____
time
the
cooperative
was
authorized
to
transact
business
in
1
this
state.
Service
of
process
on
the
secretary
of
state
under
2
this
subsection
is
service
on
the
cooperative.
Upon
receipt
3
of
process,
the
secretary
of
state
shall
serve
a
copy
of
the
4
process
on
the
cooperative
as
provided
in
section
501.106.
5
This
subsection
does
not
preclude
service
on
the
cooperative’s
6
registered
agent,
if
any.
7
Sec.
140.
Section
501.813,
subsection
1,
unnumbered
8
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
9
A
cooperative
administratively
dissolved
under
section
10
501.812
501.811
may
apply
to
the
secretary
of
state
for
11
reinstatement
at
any
time
after
the
effective
date
of
12
dissolution.
The
application
must
meet
all
of
the
following
13
requirements:
14
Sec.
141.
NEW
SECTION
.
501A.1209A
Administrative
15
dissolution.
16
1.
The
secretary
of
state
may
administratively
dissolve
a
17
cooperative
if
any
of
the
following
apply:
18
a.
The
cooperative
fails
to
pay
within
sixty
days
after
19
the
due
date,
any
fee,
tax,
or
penalty
due
to
the
secretary
of
20
state.
21
b.
The
cooperative
is
without
a
registered
agent
or
22
registered
office
in
this
state
for
sixty
days.
23
c.
The
cooperative
does
not
notify
the
secretary
of
state
24
within
sixty
days
that
its
registered
agent
or
registered
25
office
has
been
changed,
that
its
registered
agent
has
26
resigned,
or
that
its
registered
office
has
been
discontinued.
27
d.
The
cooperative’s
period
of
duration
stated
in
its
28
articles
of
association
expires.
29
e.
The
cooperative
fails
to
deliver
within
sixty
days
after
30
the
due
date
its
biennial
report
to
the
secretary
of
state
as
31
provided
in
section
501A.231.
32
2.
In
order
to
administratively
dissolve
a
cooperative,
the
33
secretary
of
state
shall
serve
the
cooperative
with
a
written
34
notice
of
the
secretary
of
state’s
determination.
The
notice
35
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58/
70
S.F.
_____
H.F.
_____
shall
include
all
of
the
following:
1
a.
The
administrative
dissolution’s
effective
date,
which
2
must
be
at
least
sixty
days
after
the
date
the
secretary
of
3
state
sends
the
notice.
4
b.
Each
ground
for
administrative
dissolution
under
5
subsection
1.
6
3.
A
cooperative
is
administratively
dissolved
on
the
7
effective
date
in
the
notice
of
administrative
dissolution
8
as
provided
in
subsection
2,
unless
prior
to
that
date
the
9
cooperative
cures
each
ground
for
dissolution
stated
in
the
10
notice.
11
4.
A
cooperative
administratively
dissolved
continues
12
in
existence
but
shall
not
carry
on
any
business
except
as
13
necessary
to
liquidate
its
business
and
notify
claimants
as
14
required
under
this
chapter.
15
5.
The
administrative
dissolution
of
a
cooperative
does
not
16
terminate
the
authority
of
its
registered
agent.
17
6.
The
secretary
of
state’s
administrative
dissolution
18
pursuant
to
this
section
appoints
the
secretary
of
state
19
as
the
cooperative’s
agent
for
service
of
process
in
any
20
proceeding
based
on
a
cause
of
action
which
arose
during
the
21
time
the
cooperative
was
authorized
to
transact
business
in
22
this
state.
Service
of
process
on
the
secretary
of
state
under
23
this
subsection
is
service
on
the
cooperative.
Upon
receipt
24
of
process,
the
secretary
of
state
shall
serve
a
copy
of
the
25
process
on
the
cooperative
as
provided
in
section
501A.404
or
26
501A.405.
This
subsection
does
not
preclude
service
on
the
27
cooperative’s
registered
agent,
if
any.
28
Sec.
142.
Section
504.1421,
Code
2013,
is
amended
to
read
29
as
follows:
30
504.1421
Grounds
for
administrative
Administrative
31
dissolution.
32
1.
The
secretary
of
state
may
commence
a
proceeding
under
33
section
504.1422
to
administratively
dissolve
a
corporation
if
34
any
of
the
following
occurs
apply
:
35
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70
S.F.
_____
H.F.
_____
1.
a.
The
corporation
does
not
deliver
its
biennial
1
report
to
the
secretary
of
state,
in
a
form
that
meets
the
2
requirements
of
section
504.1613
,
fails
to
pay
within
sixty
3
days
after
the
report
is
due
date,
any
fee,
tax,
or
penalty
due
4
to
the
secretary
of
state
.
5
2.
b.
The
corporation
is
without
a
registered
agent
or
6
registered
office
in
this
state
for
sixty
days
or
more
.
7
3.
c.
The
corporation
does
not
notify
the
secretary
of
8
state
within
sixty
days
that
its
registered
agent
or
registered
9
office
has
been
changed,
that
its
registered
agent
has
10
resigned,
or
that
its
registered
office
has
been
discontinued.
11
4.
d.
The
corporation’s
period
of
duration,
if
any,
stated
12
in
its
articles
of
incorporation
expires.
13
e.
The
corporation
fails
to
deliver
within
sixty
days
after
14
the
due
date
its
biennial
report
to
the
secretary
of
state
as
15
provided
in
section
504.1613.
16
2.
In
order
to
administratively
dissolve
a
corporation,
the
17
secretary
of
state
shall
serve
the
corporation
with
a
written
18
notice
of
the
secretary
of
state’s
determination.
The
notice
19
shall
include
all
of
the
following:
20
a.
The
administrative
dissolution’s
effective
date,
which
21
must
be
at
least
sixty
days
after
the
date
the
secretary
of
22
state
sends
the
notice.
23
b.
Each
ground
for
administrative
dissolution
under
24
subsection
1.
25
3.
A
corporation
is
administratively
dissolved
on
the
26
effective
date
in
the
notice
of
administrative
dissolution
27
as
provided
in
subsection
2,
unless
prior
to
that
date
the
28
corporation
cures
each
ground
for
dissolution
stated
in
the
29
notice.
30
4.
A
corporation
administratively
dissolved
continues
31
in
existence
but
shall
not
carry
on
any
business
except
as
32
necessary
to
liquidate
its
business
and
notify
claimants
as
33
required
under
this
chapter.
34
5.
The
administrative
dissolution
of
a
corporation
does
not
35
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70
S.F.
_____
H.F.
_____
terminate
the
authority
of
its
registered
agent.
1
6.
The
secretary
of
state’s
administrative
dissolution
2
pursuant
to
this
section
appoints
the
secretary
of
state
3
as
the
corporation’s
agent
for
service
of
process
in
any
4
proceeding
based
on
a
cause
of
action
which
arose
during
the
5
time
the
corporation
was
authorized
to
transact
business
in
6
this
state.
Service
of
process
on
the
secretary
of
state
under
7
this
subsection
is
service
on
the
corporation.
Upon
receipt
8
of
process,
the
secretary
of
state
shall
serve
a
copy
of
the
9
process
on
the
corporation.
This
subsection
does
not
preclude
10
service
on
the
corporation’s
registered
agent,
if
any.
11
Sec.
143.
Section
504.1423,
subsection
1,
unnumbered
12
paragraph
1,
Code
2013,
is
amended
to
read
as
follows:
13
A
corporation
administratively
dissolved
under
section
14
504.1422
504.1421
may
apply
to
the
secretary
of
state
15
for
reinstatement
at
any
time
after
the
effective
date
of
16
dissolution.
The
application
must
state
all
of
the
following:
17
Sec.
144.
Section
504.1510,
subsection
2,
paragraph
c,
Code
18
2013,
is
amended
to
read
as
follows:
19
c.
The
foreign
corporation
has
had
its
certificate
of
20
authority
revoked
under
section
504.1532
504.1531
.
21
Sec.
145.
Section
504.1531,
Code
2013,
is
amended
by
22
striking
the
section
and
inserting
in
lieu
thereof
the
23
following:
24
504.1531
Revocation
of
certificate
of
authority.
25
The
secretary
of
state
may
revoke
the
certificate
of
26
authority
of
a
foreign
corporation
to
transact
business
in
27
this
state
if
the
foreign
corporation
fails
to
comply
with
any
28
requirement
set
out
in
section
504.1421.
The
procedure
for
29
revocation
shall
be
the
same
as
provided
in
that
section
for
30
the
administrative
dissolution
of
a
corporation.
31
Sec.
146.
REPEAL.
Sections
490.1421,
490.1531,
499.77,
32
501.812,
504.1422,
and
504.1532,
Code
2013,
are
repealed.
33
DIVISION
VII
34
NAMING
CONVENTIONS
FOR
LIMITED
PARTNERSHIPS,
LIMITED
LIABILITY
35
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70
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_____
H.F.
_____
COMPANIES,
CORPORATIONS,
TRADITIONAL
COOPERATIVES,
COOPERATIVES
1
UNDER
THE
IOWA
COOPERATIVE
ASSOCIATION
ACT,
AND
NONPROFIT
2
CORPORATIONS
3
Sec.
147.
Section
488.108,
subsection
7,
Code
2013,
is
4
amended
to
read
as
follows:
5
7.
This
chapter
does
not
control
the
use
of
fictitious
6
names.
However,
a
limited
partnership
which
uses
a
fictitious
7
name
in
this
state
shall
deliver
to
the
secretary
of
state
for
8
filing
a
copy
of
the
resolution
of
the
limited
partnership
9
certified
by
its
general
partners
a
general
partner
,
adopting
10
the
fictitious
name.
11
Sec.
148.
Section
489.108,
subsection
5,
Code
2013,
is
12
amended
to
read
as
follows:
13
5.
This
article
does
not
control
the
use
of
fictitious
14
names.
However,
if
a
limited
liability
company
uses
a
15
fictitious
name
in
this
state,
it
shall
deliver
to
the
16
secretary
of
state
for
filing
a
certified
copy
of
the
17
resolution
of
its
members
if
it
is
member-managed
or
its
18
managers
if
it
is
manager-managed,
adopting
the
fictitious
19
name.
For
a
member-managed
limited
liability
company,
the
20
copy
shall
be
certified
by
a
member,
and
for
a
manager-managed
21
limited
liability
company,
the
copy
shall
be
certified
by
a
22
manager.
23
Sec.
149.
Section
489.1103,
Code
2013,
is
amended
to
read
24
as
follows:
25
489.1103
Name.
26
1.
The
name
of
a
professional
limited
liability
company,
27
the
name
of
a
foreign
professional
limited
liability
company
or
28
its
name
as
modified
for
use
in
this
state,
and
any
fictitious
29
name
or
trade
name
adopted
by
a
professional
limited
liability
30
company
or
foreign
professional
limited
liability
company
31
shall
contain
the
words
“professional
limited
liability
32
company”,
“professional
limited
company”,
or
the
abbreviation
33
“P.
L.
L.
C.”,
“PLLC”,
“P.
L.
C.”,
or
“PLC”,
and
except
for
34
the
addition
of
such
words
or
abbreviation,
shall
be
a
name
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which
could
lawfully
be
used
by
a
licensed
individual
or
by
a
1
partnership
of
licensed
individuals
in
the
practice
in
this
2
state
of
a
profession
which
the
professional
limited
liability
3
company
is
authorized
to
practice.
4
2.
Each
regulating
board
may
by
rule
adopt
additional
5
requirements
as
to
the
corporate
names
and
fictitious
or
trade
6
names
of
professional
limited
liability
companies
and
foreign
7
professional
limited
liability
companies
which
are
authorized
8
to
practice
a
profession
which
is
within
the
jurisdiction
of
9
the
regulating
board.
10
Sec.
150.
Section
490.401,
subsection
5,
Code
2013,
is
11
amended
to
read
as
follows:
12
5.
This
chapter
does
not
control
the
use
of
fictitious
13
names
;
however,
.
However,
if
a
corporation
or
a
foreign
14
corporation
uses
a
fictitious
name
in
this
state
it
shall
15
deliver
to
the
secretary
of
state
for
filing
a
copy
of
16
the
resolution
of
its
board
of
directors,
certified
by
17
its
secretary
an
officer
of
the
corporation
,
adopting
the
18
fictitious
name.
19
Sec.
151.
Section
499.4,
Code
2013,
is
amended
to
read
as
20
follows:
21
499.4
Use
of
term
“cooperative”
restricted.
22
1.
A
person
including
a
corporation
hereafter
organized,
23
which
is
not
an
association
as
defined
in
this
chapter
or
a
24
cooperative
as
defined
in
chapter
501
or
501A
,
shall
not
use
25
the
word
“cooperative”
or
any
abbreviation
thereof
in
its
26
name
or
advertising
or
in
any
connection
with
its
business,
27
except
foreign
associations
admitted
under
section
499.54
.
The
28
attorney
general
or
any
association
or
any
member
thereof
may
29
sue
and
enjoin
such
use.
30
2.
This
chapter
does
not
control
the
use
of
fictitious
31
names
;
however,
.
However,
if
a
cooperative
association
or
a
32
foreign
cooperative
association
uses
a
fictitious
name
in
this
33
state,
it
shall
deliver
to
the
secretary
of
state
for
filing
34
a
copy
of
the
resolution
of
its
board
of
directors,
certified
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by
its
secretary
an
officer
of
the
association
,
adopting
the
1
fictitious
name.
2
Sec.
152.
Section
501A.301,
subsection
5,
Code
2013,
is
3
amended
to
read
as
follows:
4
5.
This
chapter
does
not
control
the
use
of
fictitious
5
names
;
however,
.
However,
if
a
cooperative
uses
a
fictitious
6
name
in
this
state,
the
cooperative
shall
deliver
to
the
7
secretary
for
filing
a
certified
copy
of
the
resolution
of
8
the
cooperative
certified
by
an
officer
of
the
cooperative,
9
adopting
the
fictitious
name.
10
Sec.
153.
Section
504.401,
subsection
5,
Code
2013,
is
11
amended
to
read
as
follows:
12
5.
This
chapter
does
not
control
the
use
of
fictitious
13
names
;
however,
.
However,
if
a
corporation
or
a
foreign
14
corporation
uses
a
fictitious
name
in
this
state,
it
shall
15
deliver
to
the
secretary
of
state
for
filing
a
copy
of
16
the
resolution
of
its
board
of
directors,
certified
by
17
its
secretary
an
officer
of
the
corporation
,
adopting
the
18
fictitious
name.
19
EXPLANATION
20
BACKGROUND.
Generally,
this
Act
amends
provisions
which
21
relate
to
business
entities
that
are
formed
under
the
laws
22
of
this
state
or
organized
under
the
laws
of
a
different
23
state,
and
allowed
to
do
business
in
this
state,
by
filing
24
certain
documents
with
the
secretary
of
state
and
conducting
25
operations
in
a
manner
consistent
with
those
laws.
In
the
case
26
of
a
domestic
entity,
the
secretary
of
state
recognizes
its
27
existence
and
in
the
case
of
a
foreign
entity,
the
secretary
28
of
state
authorizes
its
right
to
do
business
in
this
state.
29
Each
of
the
various
types
of
business
entities
is
governed
by
a
30
separate
Code
chapter,
often
derived
from
legislation
proposed
31
by
national
organizations
such
as
uniform
acts
by
the
national
32
conference
of
commissioners
on
uniform
state
laws
including
33
the
revised
uniform
partnership
Act
herein
referred
to
as
34
“UPA”
(Code
chapter
486A),
the
uniform
limited
partnership
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Act
herein
referred
to
as
“ULPA”
(Code
chapter
488),
and
1
the
revised
uniform
limited
liability
company
Act
herein
2
referred
to
as
“RULLCA”
(Code
chapter
489).
Alternatively,
3
several
Code
chapters
derive
from
model
legislation
proposed
4
by
the
American
bar
association
including
the
Iowa
business
5
corporation
Act
herein
referred
to
as
“IBCA”(Code
chapter
490)
6
and
the
revised
Iowa
nonprofit
corporation
Act
herein
referred
7
to
as
“RINCA”
(Code
chapter
504).
Iowa
uniquely
includes
a
8
number
of
Code
chapters
governing
cooperative
associations,
9
sometimes
simply
known
as
cooperatives,
including
those
herein
10
referred
to
as
traditional
cooperatives
(Code
chapter
499)
or
11
closed
cooperatives
(Code
chapter
501).
Iowa
also
recognizes
12
a
type
of
cooperative,
a
cooperative-corporation,
under
the
13
Iowa
cooperative
associations
Act
herein
referred
to
as
“ICAA”
14
which
in
some
form
has
been
enacted
in
other
states
(Code
15
chapter
501A).
A
special
chapter
governs
multiple
housing
16
organizations
organized
on
a
cooperative
basis
(Code
chapter
17
499A).
Notwithstanding
that
these
chapters
originate
from
18
different
sources,
their
provisions
are
often
very
similar.
19
DIVISION
I
——
STREET
ADDRESS
REQUIREMENTS.
The
bill
amends
20
provisions
in
all
the
Code
chapters
listed
above,
which
include
21
provisions
affecting
organizations
under
the
UPA,
ULPA,
RULLCA,
22
IBCA,
and
RINCA;
as
well
as
the
listed
cooperatives.
The
Code
23
chapters
currently
all
require
a
business
entity
to
provide
an
24
address
in
certain
circumstances,
which
is
sometimes
specified
25
as
a
street
address,
mailing
address,
or
post
office
address;
26
but
which
is
more
often
not
specified.
The
bill
provides
27
that
the
address
is
always
limited
to
a
street
address.
The
28
provisions
refer
to
addresses
of
persons
involved
in
managing
29
or
participating
in
the
business
entity,
investing
in
the
30
entity,
or
representing
the
entity.
For
example,
in
the
31
case
of
a
corporation
under
the
IBCA,
the
bill’s
amendments
32
would
affect
a
corporation’s
procedures
for
notifying
its
33
shareholders
(Code
sections
490.141,
490.720,
490.1303,
and
34
490.1606);
notifying
potential
claimants
of
its
dissolution
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(Code
sections
490.1406
and
490.1407),
and
completing
documents
1
required
to
be
filed
with
the
secretary
of
state,
including
its
2
articles
of
incorporation
(Code
section
490.202),
reserving
3
a
name
(Code
section
490.402),
listing
its
registered
office
4
or
agent
(Code
sections
490.1503),
providing
for
service
of
5
process
to
a
foreign
corporation
(Code
section
490.1520),
and
6
submitting
biennial
reports
(Code
section
490.1622).
7
DIVISION
II
——
DELIVERY
OF
FILED
RECORDS
TO
A
BUSINESS
8
ENTITY
OR
REQUESTOR.
The
bill
amends
the
ULPA
and
RULLCA
9
Code
chapters.
The
ULPA
requires
the
secretary
of
state
to
10
file
a
record
of
a
statement
of
dissociation
or
statement
11
of
withdrawal
when
the
partnership
is
to
be
dissolved
(Code
12
section
488.206).
The
RULLCA
requires
the
secretary
of
state
13
to
file
a
record
of
a
statement
of
denial
by
a
person
who
14
objects
to
authority
conferred
upon
that
person
by
a
limited
15
liability
company
(Code
section
489.205).
In
both
cases
the
16
bill
provides
that
the
secretary
of
state
shall
only
send
a
17
copy
of
the
filed
statement
and
fees
received
to
the
person
on
18
whose
behalf
the
record
was
filed.
In
the
case
of
the
ULPA,
19
the
secretary
of
state
is
no
longer
required
to
send
a
copy
20
of
the
filed
statement
and
receipt
of
the
fee
to
the
limited
21
partnership.
In
the
case
of
the
RULLCA,
the
secretary
of
state
22
is
no
longer
required
to
send
a
copy
of
the
record
and
receipt
23
of
a
fee
to
the
limited
liability
company.
In
both
cases,
the
24
secretary
of
state
is
no
longer
required
to
send
the
requestor
25
a
certified
copy
of
the
record.
26
DIVISION
III
——
PROOF
OF
EXISTENCE
OR
AUTHORIZATION.
The
27
bill
amends
the
ULPA,
RULLCA,
IBCA,
ICAA,
and
RINCA
Code
28
chapters.
Specifically,
each
Code
chapter
requires
the
29
secretary
of
state
to
issue
a
certificate
of
existence
to
30
a
domestic
business
entity
or
a
certificate
of
authority
31
(sometimes
referred
to
as
a
certificate
of
authorization)
to
32
a
foreign
entity.
The
certificate
is
conclusive
evidence
of
33
the
entity’s
status
(that
a
domestic
entity
exists
or
that
a
34
foreign
entity
is
authorized
to
do
business
in
this
state).
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To
a
great
extent,
the
similar
provisions
in
the
two
uniform
1
Acts
(the
ULPA
and
the
RULLCA)
are
amended
to
conform
with
the
2
provisions
in
the
IBCA.
The
other
Code
chapters
(the
ICAA
and
3
the
RINCA)
are
also
amended,
although
their
provisions
more
4
closely
resemble
the
IBCA.
5
In
the
case
of
the
ULPA
and
the
RULLCA,
a
certificate
must
6
still
include
the
entity’s
name,
state
that
all
fees
and
7
penalties
due
the
secretary
of
state
have
been
paid,
state
8
that
the
entity
filed
its
most
recent
biennial
report
with
the
9
secretary
of
state,
and
allow
for
other
information
required
by
10
the
secretary
of
state.
For
a
domestic
entity,
the
certificate
11
must
still
state
that
the
entity
is
duly
formed
under
state
12
law
and,
for
a
foreign
entity,
it
must
still
state
that
the
13
entity
is
authorized
to
transact
business
in
this
state.
For
14
a
domestic
entity,
it
must
state
that
the
secretary
of
state
15
has
not
filed
a
statement
of
dissolution
or
termination.
For
a
16
foreign
entity,
a
certificate
is
no
longer
required
to
state
17
that
the
certificate
of
authority
has
not
been
revoked.
18
DIVISION
IV
——
AMENDED
CERTIFICATES
OF
AUTHORITY.
The
bill
19
amends
the
ULPA,
RULLCA,
IBCA,
ICAA,
and
RINCA
Code
chapters.
20
In
each
case
a
similar
provision
allows
a
foreign
business
21
entity
to
apply
to
the
secretary
of
state
for
purposes
of
22
amending
its
certificate
of
authority.
The
bill
amends
each
23
Code
chapter
in
the
same
way
by
adding
a
provision
which
allows
24
the
foreign
business
entity
to
obtain
an
amended
certificate
of
25
authority
from
the
secretary
of
state.
26
DIVISION
V
——
BIENNIAL
REPORTS.
The
bill
amends
the
27
ULPA,
RULLCA,
IBCA,
and
RINCA
Code
chapters
as
well
as
the
28
Code
chapters
governing
traditional
cooperatives,
closed
29
cooperatives,
and
cooperative
corporations.
The
Code
chapter
30
governing
traditional
cooperatives
includes
Code
section
31
499.49,
which
adopts
the
IBCA
reporting
requirements
by
32
reference.
The
bill
expressly
amends
the
Code
chapters
33
governing
closed
cooperatives
and
corporation-cooperatives
34
which
include
similar
reporting
requirements.
Note
that
the
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provisions
establishing
biennial
reporting
are
unique
to
1
Iowa.
(See
1997
Iowa
Acts,
ch.
171,
which
amends
the
IBCA
by
2
replacing
annual
reporting
requirements
with
biennial
reporting
3
requirements
and
makes
similar
changes
in
other
Code
chapters
4
governing
partnerships
and
cooperatives.)
The
bill
amends
all
5
these
Code
chapters
by
harmonizing
language
(e.g.,
changing
6
the
term
“sets
forth”
to
“includes”).
In
addition,
it
makes
7
substantive
changes
to
each
relevant
Code
section.
The
bill
8
provides
that
a
biennial
report
must
include
the
domestic
9
entity’s
name
as
it
appears
in
its
certificate
of
existence
10
and
the
foreign
entity’s
name
as
used
in
its
certificate
of
11
authority.
It
qualifies
the
address
information
of
persons
12
connected
with
the
entity
to
require
the
street
address.
For
13
example,
in
the
case
of
an
entity
under
the
IBCA,
the
report
14
must
include
the
street
address
of
its
registered
office
and
15
registered
agent,
its
principal
office,
and
its
officers.
The
16
bill
also
requires
a
report
of
a
foreign
entity
to
include
17
the
state
or
other
jurisdiction
in
which
the
entity
was
18
formed
(e.g.,
incorporated),
and
it
requires
that
the
report
19
be
current
as
of
the
date
that
it
is
executed
rather
than
20
delivered
to
the
secretary
of
state
for
filing.
The
bill
does
21
not
alter
the
date
or
year
that
the
report
must
be
submitted
22
(for
certain
entities
in
even-numbered
years
and
for
the
23
remaining
entities
in
odd-numbered
years).
24
DIVISION
VI
——
ADMINISTRATIVE
DISSOLUTION
AND
REVOCATION.
25
The
bill
amends
the
ULPA,
RULLCA,
IBCA,
and
RINCA
Code
chapters
26
as
well
as
Code
chapters
governing
traditional
cooperatives,
27
closed
cooperatives,
and
cooperative-corporations.
The
bill
28
provides
for
administrative
dissolution
of
a
domestic
entity
29
and
the
revocation
of
a
certificate
of
authority
issued
30
to
a
foreign
entity.
The
ULPA
and
RULLCA
each
provide
two
31
relevant
Code
sections,
one
Code
section
which
provides
for
the
32
dissolution
of
a
domestic
entity
and
one
Code
section
which
33
provides
for
the
revocation
of
a
certificate
of
authority.
34
The
IBCA
and
the
RINCA
each
provide
four
relevant
Code
35
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sections.
In
each
Code
chapter,
two
related
Code
sections
1
provide
for
the
dissolution
of
a
domestic
entity
issued
a
2
certificate
of
existence
and
two
related
Code
sections
refer
3
to
the
revocation
of
a
certificate
of
authority
issued
to
a
4
foreign
entity.
For
example,
in
the
case
of
a
corporation
5
under
the
IBCA,
Code
section
490.1420
provides
“grounds”
for
6
administrative
dissolution
and
Code
section
490.1421
provides
7
for
the
“procedure.”
Similarly,
Code
section
490.1530
provides
8
grounds
for
the
revocation
of
a
certificate
of
authority
and
9
Code
section
490.1531
provides
for
the
revocation
procedure.
10
The
Code
chapter
governing
traditional
cooperatives
and
closed
11
cooperatives
includes
only
administrative
dissolution
Code
12
sections.
The
Code
chapter
governing
cooperative-corporations
13
does
not
provide
for
administrative
dissolution
by
the
14
secretary
of
state.
15
The
bill
amends
the
provisions
to
be
consistent
with
the
16
approach
of
the
ULPA
and
RULLCA,
by
including
one
Code
section
17
that
refers
to
administrative
dissolution
and
one
Code
section
18
that
refers
to
the
revocation
of
a
certificate
of
authority.
19
The
bill
provides
a
single
Code
section
covering
administrative
20
dissolution
that
includes
language
now
in
both
the
grounds
and
21
procedures
Code
sections.
Consequently,
the
bill
eliminates
22
the
procedure
Code
section
in
each
Code
chapter.
The
remaining
23
Code
section
in
each
Code
chapter
is
combined
with
its
24
procedure
section
and
that
section
is
repeated
with
small
25
variations
in
all
the
relevant
Code
chapters.
The
bill
also
26
adds
a
new
provision
in
the
combined
Code
section,
taken
from
27
the
IBCA
and
RINCA
Code
chapters
and
the
Code
chapter
governing
28
closed
cooperatives,
which
appoints
the
secretary
of
state
the
29
entity’s
agent
for
service
of
process.
30
The
bill
also
provides
for
the
revocation
of
a
foreign
31
entity’s
certificate
of
authority
in
those
Code
chapters
which
32
previously
provided
for
such
revocation,
including
the
ULPA,
33
RULLCA,
IBCA,
and
RINCA
as
well
as
the
Code
chapter
governing
34
traditional
cooperatives.
The
bill
eliminates
the
previous
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provisions
and
instead
authorizes
the
secretary
of
state
to
1
revoke
a
certificate
if
the
foreign
entity
fails
to
comply
2
with
a
requirement
set
out
in
the
relevant
administrative
3
dissolution
section,
using
the
same
procedures
as
for
4
dissolution.
5
DIVISION
VII
——
NAMING
CONVENTIONS.
The
bill
amends
6
the
ULPA,
RULLCA,
IBCA,
and
RINCA
Code
chapters
and
7
Code
chapters
governing
traditional
cooperatives
and
8
cooperative-corporations.
In
all
these
cases,
a
domestic
9
entity
may
elect
to
use
a
fictitious
name
if
a
certified
10
copy
of
a
resolution
is
sent
to
the
secretary
of
state.
The
11
bill
provides
that
in
the
case
of
the
ULPA
Code
chapter
only
12
one
general
partner
is
required
to
certify
the
copy,
and
in
13
the
case
of
the
RULLCA
Code
chapter,
only
one
member
of
a
14
member-managed
limited
liability
company
or
one
manager
of
15
a
manager-managed
limited
liability
company
is
required
to
16
certify
the
copy.
In
the
case
of
the
IBCA
and
RINCA
Code
17
chapters,
the
bill
allows
any
officer
of
a
corporation
to
18
certify
the
copy.
Similarly,
in
the
case
of
a
traditional
19
cooperative
or
cooperative-corporation,
any
officer
may
also
20
certify
a
copy.
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