House File 2323 - Introduced
HOUSE FILE
BY COMMITTEE ON STATE
GOVERNMENT
(SUCCESSOR TO HSB 569)
Passed House, Date Passed Senate, Date
Vote: Ayes Nays Vote: Ayes Nays
Approved
A BILL FOR
1 An Act relating to the regulation of business organizations
2 including administrative dissolution, registration of agents,
3 authorization of names, the filing, delivery, and service of
4 documents by the secretary of state, and the elimination of
5 certain filing fees, and providing an effective date.
6 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
7 TLSB 5346HV 81
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PAG LIN
1 1 Section 1. Section 488.108, subsection 4, paragraph b,
1 2 Code Supplement 2005, is amended to read as follows:
1 3 b. Each name reserved, registered, or protected under
1 4 section 486A.1001, 488.109, or under sections 488.810,
1 5 486A.1001, 490.401, 490.402, 490.403, 490.1422, 490A.401,
1 6 490A.402, 490A.1311, 504.401, 504.402, and 504.403, 504.1423,
1 7 or 547.1.
1 8 Sec. 2. Section 488.810, Code 2005, is amended to read as
1 9 follows:
1 10 488.810 REINSTATEMENT FOLLOWING ADMINISTRATIVE
1 11 DISSOLUTION.
1 12 1. A limited partnership that has been administratively
1 13 dissolved may apply to the secretary of state for
1 14 reinstatement within two years at any time after the effective
1 15 date of dissolution. The application must be delivered to the
1 16 secretary of state for filing and state all of the following:
1 17 a. The name of the limited partnership and the effective
1 18 date of its administrative dissolution.
1 19 b. That the grounds for dissolution either did not exist
1 20 or have been eliminated.
1 21 c. That If the application is received more than five
1 22 years after the effective date of dissolution, that the
1 23 limited partnership's name satisfies the requirements of
1 24 section 488.108.
1 25 2. If the secretary of state determines that an
1 26 application contains the information required by subsection 2
1 27 1 and that the information is correct, the secretary of state
1 28 shall prepare a declaration of reinstatement that states this
1 29 determination, sign, and file the original of the declaration
1 30 of reinstatement, and serve deliver a copy to the limited
1 31 partnership with a copy.
1 32 3. When reinstatement becomes effective, it relates back
1 33 to and takes effect as of the effective date of the
1 34 administrative dissolution and the limited partnership may
1 35 resume its activities as if the administrative dissolution had
2 1 never occurred.
2 2 4. A limited partnership shall not lose the right to
2 3 retain its limited partnership name if the reinstatement is
2 4 effective within five years of the effective date of the
2 5 limited partnership's dissolution.
2 6 Sec. 3. Section 490.502, subsection 3, Code 2005, is
2 7 amended to read as follows:
2 8 3. If a registered agent changes the registered agent's
2 9 business address to another place, the registered agent may
2 10 change the business address and the address of the registered
2 11 agent by filing a statement as required in subsection 2 for
2 12 each corporation, or a single statement for all corporations
2 13 named in the notice, except that it need be signed only by the
2 14 registered agent or agents and need not be responsive to
2 15 subsection 1, paragraph "c", and must recite that a copy of
2 16 the statement has been mailed to each corporation named in the
2 17 notice.
2 18 Sec. 4. Section 490.1422, Code 2005, is amended to read as
2 19 follows:
2 20 490.1422 REINSTATEMENT FOLLOWING ADMINISTRATIVE
2 21 DISSOLUTION.
2 22 1. A corporation administratively dissolved under section
2 23 490.1421 may apply to the secretary of state for reinstatement
2 24 within two years at any time after the effective date of
2 25 dissolution. The application must meet all of the following
2 26 requirements:
2 27 a. Recite the name of the corporation at its date of
2 28 dissolution and the effective date of its administrative
2 29 dissolution.
2 30 b. State that the ground or grounds for dissolution have
2 31 been eliminated.
2 32 c. State a corporate name that satisfies the requirements
2 33 of section 490.401.
2 34 d. State the federal tax identification number of the
2 35 corporation.
3 1 2. a. The secretary of state shall refer the federal tax
3 2 identification number contained in the application for
3 3 reinstatement to the department of revenue. The department of
3 4 revenue shall report to the secretary of state the tax status
3 5 of the corporation. If the department reports to the
3 6 secretary of state that a filing delinquency or liability
3 7 exists against the corporation, the secretary of state shall
3 8 not cancel the certificate of dissolution until the filing
3 9 delinquency or liability is satisfied.
3 10 b. If the secretary of state determines that the
3 11 application contains the information required by subsection 1,
3 12 and that a delinquency or liability reported pursuant to
3 13 paragraph "a" of this subsection has been satisfied, and that
3 14 the information is correct, the secretary of state shall
3 15 cancel the certificate of dissolution and prepare a
3 16 certificate of reinstatement that recites the secretary of
3 17 state's determination and the effective date of reinstatement,
3 18 file the original of the certificate of reinstatement, and
3 19 serve a copy on the corporation under section 490.504. If the
3 20 corporate name in subsection 1, paragraph "c", is different
3 21 than the corporate name in subsection 1, paragraph "a", the
3 22 certificate of reinstatement shall constitute an amendment to
3 23 the articles of incorporation insofar as it pertains to the
3 24 corporate name.
3 25 3. When the reinstatement is effective, it relates back to
3 26 and takes effect as of the effective date of the
3 27 administrative dissolution as if the administrative
3 28 dissolution had never occurred.
3 29 4. Notwithstanding the reinstatement period established in
3 30 subsection 1, a corporation administratively dissolved after
3 31 December 31, 1984, which files an application for
3 32 reinstatement prior to January 1, 1996, containing the
3 33 information required under subsection 1, shall be treated as
3 34 if its application had been timely filed under subsection 1.
3 35 In this case, the secretary of state shall process the
4 1 application pursuant to subsection 2 and, if a certificate of
4 2 reinstatement is issued, the provisions of subsection 3 shall
4 3 apply A corporation shall not lose the right to retain its
4 4 corporate name if the reinstatement is effective within five
4 5 years of the effective date of the corporation's dissolution.
4 6 Sec. 5. Section 490.1701, subsection 3, paragraph a, Code
4 7 Supplement 2005, is amended to read as follows:
4 8 a. The corporation shall amend or restate its articles of
4 9 incorporation to indicate that the corporation adopts this
4 10 chapter and to designate the address of its initial registered
4 11 office and the name of its registered agent or agents at that
4 12 office and, if the name of the corporation is not in
4 13 compliance with the requirements of this chapter, to change
4 14 the name of the corporation to one complying with the
4 15 requirements of this chapter.
4 16 Sec. 6. Section 490A.121, subsections 2 and 3, Code 2005,
4 17 are amended to read as follows:
4 18 2. The secretary of state files a document by stamping or
4 19 otherwise endorsing recording it as "filed", together with the
4 20 secretary of state's name and official title and on the date
4 21 and at the time of receipt, on both the document and the
4 22 receipt for the filing fee, and recording the document in the
4 23 records of the secretary of state. After filing a document,
4 24 and except as provided in section 490A.503, the secretary of
4 25 state shall deliver the document, with the filing fee receipt,
4 26 or acknowledgment of receipt if no fee is required, attached,
4 27 to the domestic or foreign limited liability company or its
4 28 representative a copy of the document with an acknowledgement
4 29 of the date and time of filing.
4 30 3. If the secretary of state refuses to file a document,
4 31 the secretary of state shall return it to the domestic or
4 32 foreign limited liability company or its representative within
4 33 ten days after the document was received by the secretary of
4 34 state, together with a brief, written explanation of the
4 35 reason for the refusal.
5 1 Sec. 7. Section 490A.124, subsection 1, paragraphs e and
5 2 f, Code 2005, are amended by striking the paragraphs.
5 3 Sec. 8. Section 490A.131, subsection 1, paragraph b, Code
5 4 Supplement 2005, is amended to read as follows:
5 5 b. The street and mailing address of its designated
5 6 registered office and the name and street and mailing address
5 7 of its registered agent for service of process in this state.
5 8 Sec. 9. Section 490A.131, subsection 5, Code Supplement
5 9 2005, is amended by striking the subsection.
5 10 Sec. 10. Section 490A.401, subsection 3, Code 2005, is
5 11 amended to read as follows:
5 12 3. Except as authorized by subsections 4 and 5, a limited
5 13 liability company name must be distinguishable upon the
5 14 records of the secretary of state from all of the following:
5 15 a. The name of a limited liability company, limited
5 16 partnership, or corporation organized under the law of this
5 17 state or registered as a foreign limited liability company,
5 18 foreign limited partnership, or foreign corporation in this
5 19 state, or the name of any such entity that has been
5 20 administratively dissolved for a period of less than five
5 21 years from the date of the dissolution of the entity.
5 22 b. A name reserved in the manner provided under the law of
5 23 this state.
5 24 c. The fictitious name adopted by a foreign corporation,
5 25 foreign limited partnership, or foreign limited liability
5 26 company authorized to transact business in this state, because
5 27 its real name is unavailable.
5 28 d. The corporate name of a nonprofit corporation
5 29 incorporated or authorized to transact business in this state,
5 30 or the corporate name of a nonprofit corporation that has been
5 31 administratively dissolved for a period of less than five
5 32 years from the date of the dissolution of the corporation.
5 33 Sec. 11. Section 490A.401, subsection 6, Code 2005, is
5 34 amended to read as follows:
5 35 6. This chapter does not control the use of fictitious
6 1 names; however, if a limited liability company or a foreign
6 2 limited liability company uses a fictitious name in this state
6 3 it shall deliver to the secretary of state for filing a
6 4 certified copy of the resolution of the limited liability
6 5 company filed and executed according to 490A.120 adopting the
6 6 fictitious name.
6 7 Sec. 12. Section 490A.1301, Code 2005, is amended by
6 8 adding the following new subsection:
6 9 NEW SUBSECTION. 4. The limited liability company is
6 10 administratively dissolved by the secretary of state under
6 11 section 490A.1310.
6 12 Sec. 13. NEW SECTION. 490A.1308 REVOCATION OF
6 13 DISSOLUTION.
6 14 1. A limited liability company may revoke its dissolution
6 15 within one hundred twenty days of the effective date of its
6 16 articles of dissolution.
6 17 2. Revocation of dissolution must be authorized in the
6 18 same manner as the dissolution was authorized unless that
6 19 authorization permitted revocation by action of the managers
6 20 alone, in which event the managers may revoke the dissolution
6 21 without member action.
6 22 3. After the revocation of dissolution is authorized, the
6 23 limited liability company may revoke the dissolution by
6 24 delivering to the secretary of state for filing articles of
6 25 revocation of dissolution, together with a copy of its
6 26 articles of dissolution, that set forth all of the following:
6 27 a. The name of the limited liability company.
6 28 b. The effective date of the dissolution that was revoked.
6 29 c. The date that the revocation of dissolution was
6 30 authorized.
6 31 d. If members of the company unanimously revoked the
6 32 dissolution, a statement to that effect.
6 33 e. If the company's managers revoked a dissolution
6 34 authorized by the members, a statement that revocation was
6 35 permitted by action by the managers alone pursuant to that
7 1 authorization.
7 2 4. Revocation of dissolution is effective upon the
7 3 effective date of the articles of revocation of dissolution.
7 4 5. When the revocation of dissolution is effective, the
7 5 revocation relates back to and takes effect as of the
7 6 effective date of the dissolution as if the dissolution never
7 7 occurred.
7 8 Sec. 14. NEW SECTION. 490A.1309 GROUNDS FOR
7 9 ADMINISTRATIVE DISSOLUTION.
7 10 The secretary of state may commence a proceeding under
7 11 section 490A.1310 to administratively dissolve a limited
7 12 liability company if any of the following apply:
7 13 1. The limited liability company has not delivered a
7 14 biennial report to the secretary of state in a form that meets
7 15 the requirements of section 490A.131, within sixty days after
7 16 the report is due, or has not paid the filing fee as
7 17 determined by the secretary of state, within sixty days after
7 18 the fee is due.
7 19 2. The limited liability company is without a registered
7 20 agent or registered office in this state for sixty days or
7 21 more.
7 22 3. The limited liability company does not notify the
7 23 secretary of state within sixty days that its registered agent
7 24 or registered office has been changed, that its registered
7 25 agent has resigned, or that its registered office has been
7 26 discontinued.
7 27 4. The limited liability company's period of duration
7 28 stated in its articles of organization expires.
7 29 Sec. 15. NEW SECTION. 490A.1310 GROUNDS FOR AND EFFECT
7 30 OF ADMINISTRATIVE DISSOLUTION.
7 31 1. If the secretary of state determines that one or more
7 32 grounds exist under section 490A.1309 for dissolving a limited
7 33 liability company, the secretary of state shall serve the
7 34 limited liability company with written notice of the secretary
7 35 of state's determination pursuant to section 490A.504.
8 1 2. If the limited liability company does not correct each
8 2 ground for dissolution or demonstrate to the reasonable
8 3 satisfaction of the secretary of state that each ground
8 4 determined by the secretary of state does not exist within
8 5 sixty days after service of the notice is perfected under
8 6 section 490A.504, the secretary of state shall
8 7 administratively dissolve the limited liability company by
8 8 signing a certificate of dissolution that recites the ground
8 9 or grounds for dissolution and its effective date. The
8 10 secretary of state shall file the certificate and serve a copy
8 11 on the limited liability company under section 490A.504.
8 12 3. A limited liability company administratively dissolved
8 13 continues its existence but shall not carry on any business
8 14 except that necessary to wind up and liquidate its business
8 15 and affairs and notify claimants.
8 16 4. The administrative dissolution of a limited liability
8 17 company does not terminate the authority of its registered
8 18 agent.
8 19 5. The secretary of state's administrative dissolution of
8 20 a limited liability company pursuant to this section appoints
8 21 the secretary of state as the limited liability company's
8 22 agent for service of process in any proceeding based on a
8 23 cause of action which arose during the time the limited
8 24 liability company was authorized to transact business in this
8 25 state. Service of process on the secretary of state under
8 26 this subsection is service on the limited liability company.
8 27 Upon receipt of process, the secretary of state shall serve a
8 28 copy of the process on the limited liability company as
8 29 provided in section 490A.504. This subsection does not
8 30 preclude service on the limited liability company's registered
8 31 agent, if any.
8 32 Sec. 16. NEW SECTION. 490A.1311 REINSTATEMENT FOLLOWING
8 33 ADMINISTRATIVE DISSOLUTION.
8 34 1. A limited liability company administratively dissolved
8 35 under section 490A.1310 may apply to the secretary of state
9 1 for reinstatement at any time after the effective date of
9 2 dissolution. The application must be delivered to the
9 3 secretary of state for filing and state all of the following:
9 4 a. The name of the limited liability company at its date
9 5 of dissolution and the effective date of its administrative
9 6 dissolution.
9 7 b. That the ground or grounds for dissolution have been
9 8 eliminated.
9 9 c. If the application is received more than five years
9 10 after the effective date of dissolution, that the name of the
9 11 limited liability company satisfies the requirements of
9 12 section 490A.401.
9 13 d. The federal tax identification number of the limited
9 14 liability company.
9 15 2. a. The secretary of state shall refer the federal tax
9 16 identification number contained in the application for
9 17 reinstatement to the department of revenue. The department of
9 18 revenue shall report to the secretary of state the tax status
9 19 of the limited liability company. If the department reports
9 20 to the secretary of state that a filing delinquency or
9 21 liability exists against the limited liability company, the
9 22 secretary of state shall not cancel the certificate of
9 23 dissolution until the filing delinquency or liability is
9 24 satisfied.
9 25 b. If the secretary of state determines that the
9 26 application contains the information required by subsection 1,
9 27 that a delinquency or liability reported pursuant to paragraph
9 28 "a" has been satisfied, and that the information is correct,
9 29 the secretary of state shall cancel the certificate of
9 30 dissolution and prepare a certificate of reinstatement that
9 31 recites the secretary of state's determination and the
9 32 effective date of reinstatement, file the document, and
9 33 deliver a copy to the limited liability company under section
9 34 490A.504. If the name in subsection 1, paragraph "c", is
9 35 different than the name in subsection 1, paragraph "a", the
10 1 certificate of reinstatement shall constitute an amendment to
10 2 the articles of organization insofar as it pertains to the
10 3 name.
10 4 3. When the reinstatement is effective, it relates back to
10 5 and takes effect as of the effective date of the
10 6 administrative dissolution as if the administrative
10 7 dissolution had never occurred.
10 8 4. A limited liability company shall not lose the right to
10 9 retain its name if the reinstatement is effective within five
10 10 years of the effective date of the limited liability company's
10 11 dissolution.
10 12 Sec. 17. NEW SECTION. 490A.1312 APPEAL FROM DENIAL OF
10 13 REINSTATEMENT.
10 14 1. If the secretary of state denies a limited liability
10 15 company's application for reinstatement following
10 16 administrative dissolution, the secretary of state shall serve
10 17 the limited liability company under section 490A.504 with a
10 18 written notice that explains the reason or reasons for the
10 19 denial.
10 20 2. The limited liability company may appeal the denial of
10 21 reinstatement to the district court within thirty days after
10 22 service of the notice of denial is perfected. The limited
10 23 liability company may appeal by petitioning the court to set
10 24 aside the dissolution and attaching to the petition a copy of
10 25 the secretary of state's certificate of dissolution, the
10 26 limited liability company's application for reinstatement, and
10 27 the secretary of state's notice of denial.
10 28 3. The court may summarily order the secretary of state to
10 29 reinstate the dissolved limited liability company or may take
10 30 other action the court considers appropriate.
10 31 Sec. 18. Section 490A.1402, Code 2005, is amended by
10 32 striking the section and inserting in lieu thereof the
10 33 following:
10 34 490A.1402 REGISTRATION.
10 35 1. A foreign limited liability company may apply for a
11 1 certificate of authority to transact business in this state by
11 2 delivering an application to the secretary of state for
11 3 filing. The application shall set forth all of the following:
11 4 a. The name of the foreign limited liability company, or
11 5 if its name is unavailable for use in this state, a name that
11 6 satisfies the requirements of section 490A.1404.
11 7 b. The name of the state or country under whose law the
11 8 foreign limited liability company is organized.
11 9 c. The date of formation and period of duration.
11 10 d. The street address of the foreign limited liability
11 11 company's principal office.
11 12 e. The address of the foreign limited liability company's
11 13 registered office in this state and the name of its registered
11 14 agent at that address.
11 15 2. The foreign limited liability company shall deliver the
11 16 completed application to the secretary of state and also
11 17 deliver to the secretary of state a certificate of existence
11 18 or a document of similar import duly authenticated by the
11 19 secretary of state or proper officer of the state or other
11 20 jurisdiction of its formation which is dated no earlier than
11 21 ninety days prior to the date the application is filed with
11 22 the secretary of state.
11 23 Sec. 19. Section 490A.1410, subsection 1, paragraph a,
11 24 Code 2005, is amended by adding the following new
11 25 subparagraph:
11 26 NEW SUBPARAGRAPH. (5) Deliver for filing to the secretary
11 27 of state a biennial report as required by section 490A.131.
11 28 Sec. 20. Section 499.78, subsection 1, Code 2005, is
11 29 amended to read as follows:
11 30 1. An association administratively dissolved under section
11 31 499.77 may apply to the secretary of state for reinstatement
11 32 within two years at any time after the effective date of
11 33 dissolution. The application must meet all of the following
11 34 requirements:
11 35 Sec. 21. Section 501.104, Code 2005, is amended to read as
12 1 follows:
12 2 501.104 NAME.
12 3 The name of a cooperative organized under this chapter must
12 4 contain shall meet all of the following requirements:
12 5 1. Contain the word "cooperative", "coop", or "co=op", and
12 6 the name must be.
12 7 2. Be distinguishable from the all of the following:
12 8 a. The names of cooperatives organized under this chapter
12 9 or another chapter, or.
12 10 b. The names of cooperatives which have been
12 11 administratively dissolved for a period of less than five
12 12 years from the date of the dissolution of each cooperative.
12 13 c. The names of foreign cooperatives authorized to do
12 14 business in this state.
12 15 Sec. 22. Section 501.813, Code 2005, is amended to read as
12 16 follows:
12 17 501.813 REINSTATEMENT FOLLOWING ADMINISTRATIVE
12 18 DISSOLUTION.
12 19 1. A cooperative administratively dissolved under section
12 20 501.812 may apply to the secretary of state for reinstatement
12 21 within two years at any time after the effective date of
12 22 dissolution. The application must meet all of the following
12 23 requirements:
12 24 a. Recite the name of the cooperative at its date of
12 25 dissolution and the effective date of its administrative
12 26 dissolution.
12 27 b. State that the ground or grounds for dissolution have
12 28 been eliminated.
12 29 c. State If the application is received more than five
12 30 years after the effective date of dissolution, state a name
12 31 that satisfies the requirements of section 501.104.
12 32 d. State the federal tax identification number of the
12 33 cooperative.
12 34 2. a. The secretary of state shall refer the federal tax
12 35 identification number contained in the application for
13 1 reinstatement to the department of revenue. The department of
13 2 revenue shall report to the secretary of state the tax status
13 3 of the cooperative. If the department reports to the
13 4 secretary of state that a filing delinquency or liability
13 5 exists against the cooperative, the secretary of state shall
13 6 not cancel the certificate of dissolution until the filing
13 7 delinquency or liability is satisfied.
13 8 b. If the secretary of state determines that the
13 9 application contains the information required by subsection 1,
13 10 and that a delinquency or liability reported pursuant to
13 11 paragraph "a" has been satisfied, and that the information is
13 12 correct, the secretary of state shall cancel the certificate
13 13 of dissolution and prepare a certificate of reinstatement that
13 14 recites the secretary of state's determination and the
13 15 effective date of reinstatement, file the original of the
13 16 certificate of reinstatement, and serve a copy on the
13 17 cooperative under section 501.106. If the name of the
13 18 cooperative as provided in subsection 1, paragraph "c", is
13 19 different than the name in subsection 1, paragraph "a", the
13 20 certificate of reinstatement shall constitute an amendment to
13 21 the articles of association insofar as it pertains to the
13 22 name.
13 23 3. When the reinstatement is effective, it relates back to
13 24 and takes effect as of the effective date of the
13 25 administrative dissolution as if the administrative
13 26 dissolution had never occurred.
13 27 4. A cooperative shall not lose the right to retain its
13 28 name if the reinstatement is effective within five years of
13 29 the effective date of the cooperative's dissolution.
13 30 Sec. 23. Section 504.401, subsections 2 and 5, Code
13 31 Supplement 2005, are amended to read as follows:
13 32 2. Except as authorized by subsections 3 and 4, a
13 33 corporate name must be distinguishable upon the records of the
13 34 secretary of state from:
13 35 a. The corporate name of any other nonprofit or business
14 1 corporation incorporated or authorized to do business in this
14 2 state.
14 3 b. A corporate name reserved, or registered, or protected
14 4 under section 486A.1001, 488.108, 488.109, 488.810, 490.401,
14 5 490.402, 490.403, 490.1422, 490A.401, 490A.402, 490A.1311,
14 6 504.402, or 504.403, 504.1423, or 547.1.
14 7 c. The fictitious name of a foreign business or nonprofit
14 8 corporation authorized to transact business in this state
14 9 because its real name is unavailable.
14 10 5. This chapter does not control the use of fictitious
14 11 names; however, if a corporation or a foreign corporation uses
14 12 a fictitious name in this state, it shall deliver to the
14 13 secretary of state for filing a certified copy of the
14 14 resolution of its board of directors, certified by its
14 15 secretary, filed and executed according to section 504.111
14 16 adopting the fictitious name.
14 17 Sec. 24. Section 504.1423, Code 2005, is amended to read
14 18 as follows:
14 19 504.1423 REINSTATEMENT FOLLOWING ADMINISTRATIVE
14 20 DISSOLUTION.
14 21 1. A corporation administratively dissolved under section
14 22 504.1422 may apply to the secretary of state for reinstatement
14 23 within two years at any time after the effective date of
14 24 dissolution. The application must state all of the following:
14 25 a. The name of the corporation and the effective date of
14 26 its administrative dissolution.
14 27 b. That the ground or grounds for dissolution either did
14 28 not exist or have been eliminated.
14 29 c. That If the application is received more than five
14 30 years after the effective date of dissolution, that the
14 31 corporation's name satisfies the requirements of section
14 32 504.401.
14 33 d. The federal tax identification number of the
14 34 corporation.
14 35 2. a. The secretary of state shall refer the federal tax
15 1 identification number contained in the application for
15 2 reinstatement to the department of revenue. The department of
15 3 revenue shall report to the secretary of state the tax status
15 4 of the corporation. If the department reports to the
15 5 secretary of state that a filing delinquency or liability
15 6 exists against the corporation, the secretary of state shall
15 7 not cancel the certificate of dissolution until the filing
15 8 delinquency or liability is satisfied.
15 9 b. If the secretary of state determines that the
15 10 application contains the information required by subsection 1,
15 11 that a delinquency or liability reported pursuant to paragraph
15 12 "a" has been satisfied, and that all of the application
15 13 information is correct, the secretary of state shall cancel
15 14 the certificate of dissolution and prepare a certificate of
15 15 reinstatement reciting that determination and the effective
15 16 date of reinstatement, file the original of the certificate of
15 17 reinstatement, and serve a copy on the corporation under
15 18 section 504.504. If the corporate name in subsection 1,
15 19 paragraph "c", is different from the corporate name in
15 20 subsection 1, paragraph "a", the certificate of reinstatement
15 21 shall constitute an amendment to the articles of incorporation
15 22 insofar as it pertains to the corporate name.
15 23 3. When reinstatement is effective, it relates back to and
15 24 takes effect as of the effective date of the administrative
15 25 dissolution and the corporation shall resume carrying on its
15 26 activities as if the administrative dissolution had never
15 27 occurred.
15 28 4. A corporation shall not lose the right to retain its
15 29 corporate name if the reinstatement is effective within five
15 30 years of the effective date of the corporation's dissolution.
15 31 Sec. 25. EFFECTIVE DATE. This Act, being deemed of
15 32 immediate importance, takes effect upon enactment.
15 33 EXPLANATION
15 34 This bill relates to the regulation of business
15 35 organizations by the secretary of state.
16 1 The bill provides for a corporation to apply for
16 2 reinstatement after administrative dissolution at any time
16 3 after the effective date of the dissolution and allows the
16 4 corporation to retain its corporate name after reinstatement.
16 5 The bill modifies the method by which the secretary must
16 6 file documents for limited liability companies and removes the
16 7 time requirement in which the secretary of state must return a
16 8 document that has been refused filing. The bill eliminates
16 9 fees for the filing of an application for registered name per
16 10 month and an application for renewal of registered name for
16 11 limited liability companies. The bill strikes the provision
16 12 relating to the filing of the first biennial report of a
16 13 limited liability company. The bill places additional
16 14 restrictions on the name of a limited liability company and
16 15 the name of a foreign limited liability company. The bill
16 16 provides for the revocation of a dissolution of a limited
16 17 liability company. The bill provides for the administrative
16 18 dissolution of a limited liability company, the reinstatement
16 19 following an administrative dissolution, and the right to
16 20 appeal from a denial of reinstatement.
16 21 The bill modifies the registration requirements for a
16 22 foreign limited liability company. The bill provides that a
16 23 certificate of authority of a foreign limited liability
16 24 company may be revoked for failure to deliver required
16 25 biennial reports.
16 26 The bill allows a cooperative association and a closed
16 27 cooperative that has been administratively dissolved to apply
16 28 for reinstatement at any time after dissolution. The bill
16 29 restricts the naming of closed cooperatives.
16 30 The bill restricts the naming of nonprofit corporations and
16 31 allows nonprofit corporations that have been administratively
16 32 dissolved to apply for reinstatement at any time after
16 33 dissolution. The bill allows a nonprofit corporation to
16 34 retain its name after reinstatement.
16 35 The bill takes effect upon enactment.
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