Text: HF02412 Text: HF02414 Text: HF02400 - HF02499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Section 1. Section 490.121, subsection 1, paragraph a, 1 2 Code 1995, is amended by striking the paragraph. 1 3 Sec. 2. Section 490.122, subsection 1, paragraphs e and o, 1 4 Code 1995, are amended to read as follows: 1 5 e. Application for registered name 1 6per month1 7or part thereof.................... $220 1 8 o.Certificate ofApplication for reinstatement 1 9 following administrative 1 10 dissolution ........................ $No fee50 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 representativewithin ten days1 16after 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 corporationmeetssubmits 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 originaland two exact or2 1conformed copies of astatement 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 92. After filing the statement the secretary of state shall2 10mail one copy to the registered office, if not discontinued,2 11and the other copy to the corporation at its principal office.2 123.2. The agency appointment is terminated, and the 2 13 registered office discontinued if so provided, on thethirty-2 14first day after thedate 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 issuea certificate of incorporationan acknowledgment 2 29 of receipt of document as of the date of thecorporation's2 30original incorporation in its state of original incorporation2 31 filing of the articles of incorporation with the secretary of 2 32 state. Thecertificate of incorporationacknowledgment 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 shall2 35forward the articles as provided in this chapter to the county3 1recorder where the principal place of business of the3 2corporation 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 dissolutioneither4 6did not exist orhave been eliminated. 4 7 c. State a corporate name that satisfies the requirements 4 8 of section 490.401. 4 9 d. State thestatefederal 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 thestatefederal 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 deliverwiththe 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 hasdonefiled 5 6 documentation satisfactory to the secretary of state of the 5 7 occurrence of any of the following: 5 8 a.MergedThe foreign corporation has merged with the 5 9 other corporation. 5 10 b.BeenThe foreign corporation has been formed by 5 11 reorganization of the other corporation. 5 12 c.AcquiredThe 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 the 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 originaland two5 24exact or conformed copies of astatement 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. 5 332. After filing the statement, the secretary of state5 34shall attach the filing receipt to one copy and mail the copy5 35and receipt to the registered office if not discontinued. The6 1secretary of state shall mail the other copy of the foreign6 2corporation to its principal office address shown in its most6 3recent annual report.6 43.2. The agency appointment is terminated, and the 6 5 registered office discontinued if so provided, on thethirty-6 6first day after thedate 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 andbusinessaddresses ofits directors and6 14principal officersthe 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 9H.5A, Code 1995, is repealed. 6 19 EXPLANATION 6 20 This bill amends provisions relating to business 6 21 corporations and the duties of the secretary of state. 6 22 Section 490.121 is amended by striking the application for 6 23 a certificate of existence from the list forms which the 6 24 secretary of state may prescribe and furnish. 6 25 Section 490.122 is amended to change the fee for an 6 26 application for a registered name from $2 per month or part of 6 27 a month to $20 per application. The section is also amended 6 28 to provide a $50 fee for a certificate of administrative 6 29 dissolution. Currently, no fee is charged for that 6 30 certificate. 6 31 Section 490.125 is amended to strike the requirement that 6 32 the secretary of state return a document which the secretary 6 33 refuses to file within 10 days after the document was 6 34 received. 6 35 Section 490.401 is amended to require that a corporation 7 1 which intends to use the name of another domestic or foreign 7 2 corporation must submit documentation to the satisfaction of 7 3 the secretary of state establishing one of the existing 7 4 conditions under the section. 7 5 Section 490.502 is amended by striking the requirements 7 6 that a change of registered office or registered agent filed 7 7 by a corporation include the street address of the 7 8 corporation's current registered office or the name of its 7 9 current registered agent. 7 10 Section 490.503 is amended by striking the requirement that 7 11 a registered agent who resigns send two copies of the 7 12 statement of resignation to the secretary of state for the 7 13 secretary of state to deliver to the registered office and 7 14 principal office of the corporation, and requires the 7 15 registered agent to send a copy of the statement by certified 7 16 mail to the principal office of the corporation. The section 7 17 is also amended to provide that the agency appointment is 7 18 terminated on the date the statement is filed with the 7 19 secretary of state, rather than 31 days after that date, as 7 20 currently provided. 7 21 Section 490.504 is amended to provide that a corporation 7 22 may be served pursuant to section 490.504, as provided in 7 23 other sections of chapter 490, or as provided in sections 7 24 617.3 through 617.6, unless the manner of service is otherwise 7 25 specifically provided by statute. 7 26 Section 490.902 is amended by striking the reference to 7 27 certificate of incorporation and inserting an acknowledgement 7 28 of receipt of document. The section is also amended to strike 7 29 the requirement that the secretary of state forward the 7 30 articles of incorporation to the county recorder where the 7 31 principal place of business of the corporation is to be 7 32 located. 7 33 Section 490.1420 is amended to provide that the secretary 7 34 of state may proceed to administratively dissolve a 7 35 corporation if the corporation does not pay the filing fee for 8 1 an annual report, in an amount as provided in section 490.122, 8 2 within 60 days after the fee is due. The section is also 8 3 amended by striking from the list of items which may result in 8 4 the secretary of state commencing a proceeding to 8 5 administratively revoke the certificate of authority of a 8 6 corporation, the failure of the corporation to pay any 8 7 franchise taxes or penalties within 60 days after they are 8 8 due. 8 9 Section 490.1421 is amended to provide that the secretary 8 10 of state's administrative dissolution of a corporation 8 11 pursuant to this section appoints the secretary of state to be 8 12 the corporation's agent for service of process in any 8 13 proceeding based on a cause of action which arose during the 8 14 time the corporation was authorized to transact business in 8 15 this state. The subsection does not preclude service on the 8 16 registered agent of the dissolved corporation. 8 17 Section 490.1422, which relates to the reinstatement of an 8 18 administratively dissolved corporation, is amended by striking 8 19 language which permits the corporation to state in the 8 20 reinstatement application that the ground or grounds for 8 21 dissolution did not exist, and strikes the requirement that 8 22 the corporation include in the application the corporation's 8 23 state tax identification number and provides that the 8 24 corporation include the corporation's federal tax 8 25 identification number. 8 26 Section 490.1503 is amended by requiring the certificate of 8 27 existence, which is to be filed by a foreign corporation 8 28 applying for a certificate of authority to transact business 8 29 in this state, to be filed within 90 days of the date of the 8 30 filing of the completed application. 8 31 Section 490.1506 is amended to require that a foreign 8 32 corporation which intends to use the name of another domestic 8 33 or foreign corporation must submit documentation satisfactory 8 34 to the secretary of state establishing one of the existing 8 35 conditions under the section. 9 1 Section 409.1508 is amended by striking the requirements 9 2 that a change of registered office or registered agent filed 9 3 by a corporation include the street address of the 9 4 corporation's current registered office or the name of its 9 5 current registered agent. 9 6 Section 490.1509 is amended by striking the requirement 9 7 that a registered agent who resigns send two copies of the 9 8 statement of resignation to the secretary of state for the 9 9 secretary of state to deliver to the registered office and 9 10 principal office of the corporation, and requires the 9 11 registered agent to send a copy of the statement by certified 9 12 mail to the principal office of the corporation. The section 9 13 is also amended to provide that the agency appointment is 9 14 terminated on the date the statement is filed with the 9 15 secretary of state, rather than 31 days after that date, as 9 16 currently provided. 9 17 Section 490.1520 is amended by deleting the requirement 9 18 that a foreign corporation seeking to withdraw from the state 9 19 include in the application for withdrawal a commitment to 9 20 notify the secretary of state in the future of any change in 9 21 the corporation's mailing address. 9 22 Section 490.1530 is amended by striking from the list of 9 23 items which may result in the secretary of state commencing a 9 24 proceeding to administratively revoke the certificate of 9 25 authority of a foreign corporation, the failure of the foreign 9 26 corporation to pay any franchise taxes or penalties within 60 9 27 days after they are due. 9 28 Section 490.1622 is amended by specifically delineating the 9 29 officers whose names and addresses must appear in the annual 9 30 report. The section is also amended by striking items which 9 31 are currently required to be included in the annual report 9 32 including the total number of authorized shares, itemized by 9 33 class and series, if any, within each class; the total number 9 34 of issued and outstanding shares, itemized by class and 9 35 series, if any, within each class; a statement of the amount 10 1 of agricultural land in this state owned by the corporation; 10 2 and a statement that the corporation is or is not a family 10 3 farm corporation as defined in section 9H.1. 10 4 Section 9H.5A, which requires certain corporate or 10 5 partnership farms to file an annual report with the secretary 10 6 of state, is repealed. 10 7 LSB 3359HV 76 10 8 mj/jj/8
Text: HF02412 Text: HF02414 Text: HF02400 - HF02499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
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