Iowa General Assembly Banner

 
Text: HF02369                           Text: HF02371
Text: HF02300 - HF02399                 Text: HF Index
Bills and Amendments: General Index     Bill History: General Index


Get Version To Print

House File 2370

Partial Bill History

Bill Text

PAG LIN
  1  1    Section 1.  Section 428A.2, subsection 14, Code Supplement
  1  2 1995, is amended to read as follows:
  1  3    14.  The making or delivering of instruments of transfer
  1  4 resulting from a corporate merger, consolidation, or
  1  5 reorganization or a merger, consolidation, or reorganization
  1  6 of a limited liability company under the laws of the United
  1  7 States or any state thereof, where such instrument states such
  1  8 fact on the face thereof.
  1  9    Sec. 2.  Section 490.121, subsection 1, paragraph a, Code
  1 10 1995, is amended by striking the paragraph.
  1 11    Sec. 3.  Section 490.125, subsection 3, Code 1995, is
  1 12 amended to read as follows:
  1 13    3.  If the secretary of state refuses to file a document,
  1 14 the secretary of state shall return it to the domestic or
  1 15 foreign corporation or its representative within ten days
  1 16 after the document was received by the secretary of state,
  1 17 together with a brief, written explanation of the reason for
  1 18 the refusal.
  1 19    Sec. 4.  Section 490.401, subsection 4, unnumbered
  1 20 paragraph 1, Code 1995, is amended to read as follows:
  1 21    A corporation may use the name, including the fictitious
  1 22 name, of another domestic or foreign corporation that is used
  1 23 in this state if the other corporation is incorporated or
  1 24 authorized to transact business in this state and the proposed
  1 25 user corporation meets submits documentation to the
  1 26 satisfaction of the secretary of state establishing one of the
  1 27 following conditions:
  1 28    Sec. 5.  Section 490.502, subsection 1, paragraphs b and d,
  1 29 Code 1995, are amended by striking the paragraphs.
  1 30    Sec. 6.  Section 490.503, Code 1995, is amended to read as
  1 31 follows:
  1 32    490.503  RESIGNATION OF REGISTERED AGENT.
  1 33    1.  A registered agent may resign the agent's agency
  1 34 appointment by signing and delivering to the secretary of
  1 35 state for filing the signed original and two exact or
  2  1 conformed copies of a statement of resignation.  The statement
  2  2 may include a statement that the registered office is also
  2  3 discontinued.  The registered agent shall send a copy of the
  2  4 statement of resignation by certified mail to the corporation
  2  5 at its principal office and to the registered office, if not
  2  6 discontinued.  The registered agent shall certify to the
  2  7 secretary of state that the copies have been sent to the
  2  8 corporation, including the date the copies were sent.
  2  9    2.  After filing the statement the secretary of state shall
  2 10 mail one copy to the registered office, if not discontinued,
  2 11 and the other copy to the corporation at its principal office.
  2 12    3. 2.  The agency appointment is terminated, and the
  2 13 registered office discontinued if so provided, on the thirty-
  2 14 first day after the date on which the statement was filed.
  2 15    Sec. 7.  Section 490.504, subsection 3, Code 1995, is
  2 16 amended by striking the subsection and inserting in lieu
  2 17 thereof the following:
  2 18    3.  A corporation may be served pursuant to this section,
  2 19 as provided in other provisions of this chapter, or as
  2 20 provided in sections 617.3 through 617.6, unless the manner of
  2 21 service is otherwise specifically provided for by statute.
  2 22    Sec. 8.  Section 490.902, Code 1995, is amended to read as
  2 23 follows:
  2 24    490.902  FOREIGN INSURANCE COMPANIES BECOMING DOMESTIC.
  2 25    The secretary of state, upon a corporation complying with
  2 26 this section and upon the filing of articles of incorporation
  2 27 and upon receipt of the fees as provided in this chapter,
  2 28 shall issue a certificate of incorporation an acknowledgment
  2 29 of receipt of document as of the date of the corporation's
  2 30 original incorporation in its state of original incorporation
  2 31 filing of the articles of incorporation with the secretary of
  2 32 state.  The certificate of incorporation acknowledgment of
  2 33 receipt of document shall state on its face that it is issued
  2 34 in accordance with this section.  The secretary of state shall
  2 35 forward the articles as provided in this chapter to the county
  3  1 recorder where the principal place of business of the
  3  2 corporation is to be located.  The secretary of state shall
  3  3 then notify the appropriate officer of the state or country of
  3  4 the corporation's last domicile that the corporation is now a
  3  5 domestic corporation domiciled in this state.  This section
  3  6 applies to life insurance companies, and to insurance
  3  7 companies doing business under chapter 515.
  3  8    Sec. 9.  Section 490.1420, subsection 1, Code 1995, is
  3  9 amended by striking the subsection.
  3 10    Sec. 10.  Section 490.1420, subsection 2, Code 1995, is
  3 11 amended to read as follows:
  3 12    2.  The corporation has not delivered an annual report to
  3 13 the secretary of state in a form that meets the requirements
  3 14 of section 490.1622, within sixty days after it is due, or has
  3 15 not paid the filing fee as provided in section 490.122, within
  3 16 sixty days after it is due.
  3 17    Sec. 11.  Section 490.1421, Code 1995, is amended by adding
  3 18 the following new subsection:
  3 19    NEW SUBSECTION.  5.  The secretary of state's
  3 20 administrative dissolution of a corporation pursuant to this
  3 21 section appoints the secretary of state the corporation's
  3 22 agent for service of process in any proceeding based on a
  3 23 cause of action which arose during the time the corporation
  3 24 was authorized to transact business in this state.  Service of
  3 25 process on the secretary of state under this subsection is
  3 26 service on the corporation.  Upon receipt of process, the
  3 27 secretary of state shall serve a copy of the process on the
  3 28 corporation as provided in section 490.504.  This subsection
  3 29 does not preclude service on the corporation's registered
  3 30 agent, if any.
  3 31    Sec. 12.  Section 490.1422, subsection 1, Code 1995, is
  3 32 amended to read as follows:
  3 33    1.  A corporation administratively dissolved under section
  3 34 490.1421 may apply to the secretary of state for reinstatement
  3 35 within two years after the effective date of dissolution.  The
  4  1 application must meet all of the following requirements:
  4  2    a.  Recite the name of the corporation at its date of
  4  3 dissolution and the effective date of its administrative
  4  4 dissolution.
  4  5    b.  State that the ground or grounds for dissolution either
  4  6 did not exist or have been eliminated.
  4  7    c.  State a corporate name that satisfies the requirements
  4  8 of section 490.401.
  4  9    d.  State the state federal tax identification number of
  4 10 the corporation.
  4 11    Sec. 13.  Section 490.1422, subsection 2, paragraph a, Code
  4 12 1995, is amended to read as follows:
  4 13    a.  The secretary of state shall refer the state federal
  4 14 tax identification number contained in the application for
  4 15 reinstatement to the department of revenue and finance.  The
  4 16 department of revenue and finance shall report to the
  4 17 secretary of state the tax status of the corporation.  If the
  4 18 department reports to the secretary of state that a filing
  4 19 delinquency or liability exists against the corporation, the
  4 20 secretary of state shall not cancel the certificate of
  4 21 dissolution until the filing delinquency or liability is
  4 22 satisfied.
  4 23    Sec. 14.  Section 490.1503, subsection 2, Code 1995, is
  4 24 amended to read as follows:
  4 25    2.  The foreign corporation shall deliver with the
  4 26 completed application to the secretary of state, and also
  4 27 deliver to the secretary of state a certificate of existence
  4 28 or a document of similar import duly authenticated by the
  4 29 secretary of state or other official having custody of
  4 30 corporate records in the state or country under whose law it
  4 31 is incorporated which is dated no earlier than ninety days
  4 32 prior to the date the application is filed with the secretary
  4 33 of state.
  4 34    Sec. 15.  Section 490.1506, subsection 4, Code 1995, is
  4 35 amended to read as follows:
  5  1    4.  A foreign corporation may use in this state the name,
  5  2 including the fictitious name, of another domestic or foreign
  5  3 corporation that is used in this state if the other
  5  4 corporation is incorporated or authorized to transact business
  5  5 in this state and the foreign corporation has done filed
  5  6 documentation satisfactory to the secretary of state of the
  5  7 occurrence of any of the following:
  5  8    a.  Merged The foreign corporation has merged with the
  5  9 other corporation.
  5 10    b.  Been The foreign corporation has been formed by
  5 11 reorganization of the other corporation.
  5 12    c.  Acquired The foreign corporation has acquired all or
  5 13 substantially all of the assets, including the corporate name,
  5 14 of the other corporation.
  5 15    Sec. 16.  Section 490.1508, subsection 1, paragraphs b and
  5 16 d, Code 1995, are amended by striking the paragraphs.
  5 17    Sec. 17.  Section 490.1509, Code 1995, is amended to read
  5 18 as follows:
  5 19    490.1509  RESIGNATION OF REGISTERED AGENT OF FOREIGN
  5 20 CORPORATION.
  5 21    1.  The registered agent of a foreign corporation may
  5 22 resign the agency appointment by signing and delivering to the
  5 23 secretary of state for filing the signed original and two
  5 24 exact or conformed copies of a statement of resignation.  The
  5 25 statement of resignation may include a statement that the
  5 26 registered office is also discontinued.  The registered agent
  5 27 shall send a copy of the statement of resignation by certified
  5 28 mail to the corporation at its principal office and to the
  5 29 registered office, if not discontinued.  The registered agent
  5 30 shall certify to the secretary of state that the copies have
  5 31 been sent to the corporation, including the date the copies
  5 32 were sent.
  5 33    2.  After filing the statement, the secretary of state
  5 34 shall attach the filing receipt to one copy and mail the copy
  5 35 and receipt to the registered office if not discontinued.  The
  6  1 secretary of state shall mail the other copy of the foreign
  6  2 corporation to its principal office address shown in its most
  6  3 recent annual report.
  6  4    3. 2.  The agency appointment is terminated, and the
  6  5 registered office discontinued if so provided, on the thirty-
  6  6 first day after the date on which the statement was filed.
  6  7    Sec. 18.  Section 490.1520, subsection 2, paragraph e, Code
  6  8 1995, is amended by striking the paragraph.
  6  9    Sec. 19.  Section 490.1530, subsection 2, Code 1995, is
  6 10 amended by striking the subsection.
  6 11    Sec. 20.  Section 490.1622, subsection 1, paragraph d, Code
  6 12 1995, is amended to read as follows:
  6 13    d.  The names and business addresses of its directors and
  6 14 principal officers the president, secretary, treasurer, and
  6 15 one member of the board of directors.
  6 16    Sec. 21.  Section 490.1622, subsection 1, paragraphs e, f,
  6 17 g, and h, Code 1995, are amended by striking the paragraphs.
  6 18    Sec. 22.  Section 490A.1301, subsection 3, Code Supplement
  6 19 1995, is amended to read as follows:
  6 20    3.  Unless otherwise provided in the articles of
  6 21 organization or an operating agreement, upon the death,
  6 22 insanity, retirement, resignation, withdrawal, expulsion,
  6 23 bankruptcy, or dissolution of a member or occurrence of any
  6 24 other event that terminates the continued membership of a
  6 25 member in the limited liability company, unless the business
  6 26 of the limited liability company is continued by the consent
  6 27 of the members in the manner stated in the articles of
  6 28 organization or an operating agreement or if not so stated, by
  6 29 the unanimous consent of the remaining members within ninety
  6 30 days of the occurrence of the event.
  6 31    Sec. 23.  Section 547.1, Code 1995, is amended to read as
  6 32 follows:
  6 33    547.1  USE OF TRADE NAME – VERIFIED STATEMENT REQUIRED.
  6 34    A person or copartnership shall not engage in or conduct a
  6 35 business under a trade name, or an assumed name of a character
  7  1 other than the true surname of each person owning or having an
  7  2 interest in the business, unless the person first records with
  7  3 the county recorder of the county in which the business is to
  7  4 be conducted a verified statement showing the name, post
  7  5 office address, and residence address of each person owning or
  7  6 having an interest in the business, and the address where the
  7  7 business is to be conducted.  However, this provision does not
  7  8 apply to any corporation or limited liability company
  7  9 incorporated or organized in this state or any foreign
  7 10 corporation or foreign limited liability company authorized to
  7 11 do business in this state or doing business pursuant to an
  7 12 exemption in chapter 490 or 490A.  
  7 13 HF 2370
  7 14 mk/pk/25
     
Text: HF02369                           Text: HF02371
Text: HF02300 - HF02399                 Text: HF Index
Bills and Amendments: General Index     Bill History: General Index
Return To Home Iowa General Assembly

index Search: House Bills and Amendments (76th General Assembly)

© 1996 Cornell College and League of Women Voters of Iowa

Comments? webmaster@legis.iowa.gov.

Last update: Fri May 3 03:22:35 CDT 1996
URL: /DOCS/GA/76GA/Legislation/HF/02300/HF02370/960418.html
jhf