Text: HSB00613 Text: HSB00615 Text: HSB00600 - HSB00699 Text: HSB Index Bills and Amendments: General Index Bill History: General Index
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 490A.1301, subsection 3, Code Supplement
1 10 1995, is amended to read as follows:
1 11 3. Unless otherwise provided in the articles of
1 12 organization or an operating agreement, upon the death,
1 13 insanity, retirement, resignation, withdrawal, expulsion,
1 14 bankruptcy, or dissolution of a member or occurrence of any
1 15 other event that terminates the continued membership of a
1 16 member in the limited liability company, unless the business
1 17 of the limited liability company is continued by the consent
1 18 of the members in the manner stated in the articles of
1 19 organization or an operating agreement or if not so stated, by
1 20 the unanimous consent of the remaining members within ninety
1 21 days of the occurrence of the event.
1 22 Sec. 3. Section 547.1, Code 1995, is amended to read as
1 23 follows:
1 24 547.1 USE OF TRADE NAME &endash; VERIFIED STATEMENT REQUIRED.
1 25 A person or copartnership shall not engage in or conduct a
1 26 business under a trade name, or an assumed name of a character
1 27 other than the true surname of each person owning or having an
1 28 interest in the business, unless the person first records with
1 29 the county recorder of the county in which the business is to
1 30 be conducted a verified statement showing the name, post
1 31 office address, and residence address of each person owning or
1 32 having an interest in the business, and the address where the
1 33 business is to be conducted. However, this provision does not
1 34 apply to any corporation or limited liability company
1 35 incorporated or organized in this state or any foreign
2 1 corporation or foreign limited liability company authorized to
2 2 do business in this state or doing business pursuant to an
2 3 exemption in chapter 490 or 490A.
2 4 EXPLANATION
2 5 This bill provides that transfers of real estate in
2 6 connection with a merger, consolidation, or reorganization of
2 7 a limited liability company are exempt from the real estate
2 8 transfer tax.
2 9 The bill also provides that the approval of the remaining
2 10 members of a limited liability company to continue the company
2 11 after the occurrence of an event requiring dissolution of the
2 12 company must occur within 90 days of the event. A dissolution
2 13 event includes the loss of a member due to death, retirement,
2 14 or expulsion.
2 15 In addition, the bill provides that corporations and
2 16 limited liability companies operating under trade names are
2 17 exempt from the requirement that the trade names be registered
2 18 with the county recorder in each county in which business is
2 19 to be conducted by the corporation or limited liability
2 20 company.
2 21 LSB 3782HC 76
2 22 mk/cf/24
Text: HSB00613 Text: HSB00615 Text: HSB00600 - HSB00699 Text: HSB Index Bills and Amendments: General Index Bill History: General Index
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