Text: S05695                            Text: S05697
Text: S05600 - S05699                   Text: S Index
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Senate Amendment 5696

Amendment Text

PAG LIN
  1  1    Amend the Senate amendment, H-5621, to House File
  1  2 2370 as amended, passed, and reprinted by the House,
  1  3 as follows:
  1  4    #1.  Page 1, by inserting after line 2 the
  1  5 following:
  1  6    "#   .  Page 1, by inserting after line 8 the
  1  7 following:
  1  8    Sec.    .  Section 490.121, subsection 1, paragraph
  1  9 a, Code 1995, is amended by striking the paragraph.
  1 10    Sec.    .  Section 490.125, subsection 3, Code
  1 11 1995, is amended to read as follows:
  1 12    3.  If the secretary of state refuses to file a
  1 13 document, the secretary of state shall return it to
  1 14 the domestic or foreign corporation or its
  1 15 representative within ten days after the document was
  1 16 received by the secretary of state, together with a
  1 17 brief, written explanation of the reason for the
  1 18 refusal.
  1 19    Sec.    .  Section 490.401, subsection 4,
  1 20 unnumbered paragraph 1, Code 1995, is amended to read
  1 21 as follows:
  1 22    A corporation may use the name, including the
  1 23 fictitious name, of another domestic or foreign
  1 24 corporation that is used in this state if the other
  1 25 corporation is incorporated or authorized to transact
  1 26 business in this state and the proposed user
  1 27 corporation meets submits documentation to the
  1 28 satisfaction of the secretary of state establishing
  1 29 one of the following conditions:
  1 30    Sec.    .  Section 490.502, subsection 1,
  1 31 paragraphs b and d, Code 1995, are amended by striking
  1 32 the paragraphs.
  1 33    Sec.    .  Section 490.503, Code 1995, is amended
  1 34 to read as follows:
  1 35    490.503  RESIGNATION OF REGISTERED AGENT.
  1 36    1.  A registered agent may resign the agent's
  1 37 agency appointment by signing and delivering to the
  1 38 secretary of state for filing the signed original and
  1 39 two exact or conformed copies of a statement of
  1 40 resignation.  The statement may include a statement
  1 41 that the registered office is also discontinued.  The
  1 42 registered agent shall send a copy of the statement of
  1 43 resignation by certified mail to the corporation at
  1 44 its principal office and to the registered office, if
  1 45 not discontinued.  The registered agent shall certify
  1 46 to the secretary of state that the copies have been
  1 47 sent to the corporation, including the date the copies
  1 48 were sent.
  1 49    2.  After filing the statement the secretary of
  1 50 state shall mail one copy to the registered office, if
  2  1 not discontinued, and the other copy to the
  2  2 corporation at its principal office.
  2  3    3. 2.  The agency appointment is terminated, and
  2  4 the registered office discontinued if so provided, on
  2  5 the thirty-first day after the date on which the
  2  6 statement was filed.
  2  7    Sec.    .  Section 490.504, subsection 3, Code
  2  8 1995, is amended by striking the subsection and
  2  9 inserting in lieu thereof the following:
  2 10    3.  A corporation may be served pursuant to this
  2 11 section, as provided in other provisions of this
  2 12 chapter, or as provided in sections 617.3 through
  2 13 617.6, unless the manner of service is otherwise
  2 14 specifically provided for by statute.
  2 15    Sec.    .  Section 490.902, Code 1995, is amended
  2 16 to read as follows:
  2 17    490.902  FOREIGN INSURANCE COMPANIES BECOMING
  2 18 DOMESTIC.
  2 19    The secretary of state, upon a corporation
  2 20 complying with this section and upon the filing of
  2 21 articles of incorporation and upon receipt of the fees
  2 22 as provided in this chapter, shall issue a certificate
  2 23 of incorporation an acknowledgment of receipt of
  2 24 document as of the date of the corporation's original
  2 25 incorporation in its state of original incorporation
  2 26 filing of the articles of incorporation with the
  2 27 secretary of state.  The certificate of incorporation
  2 28 acknowledgment of receipt of document shall state on
  2 29 its face that it is issued in accordance with this
  2 30 section.  The secretary of state shall forward the
  2 31 articles as provided in this chapter to the county
  2 32 recorder where the principal place of business of the
  2 33 corporation is to be located.  The secretary of state
  2 34 shall then notify the appropriate officer of the state
  2 35 or country of the corporation's last domicile that the
  2 36 corporation is now a domestic corporation domiciled in
  2 37 this state.  This section applies to life insurance
  2 38 companies, and to insurance companies doing business
  2 39 under chapter 515.
  2 40    Sec.    .  Section 490.1420, subsection 1, Code
  2 41 1995, is amended by striking the subsection.
  2 42    Sec.    .  Section 490.1420, subsection 2, Code
  2 43 1995, is amended to read as follows:
  2 44    2.  The corporation has not delivered an annual
  2 45 report to the secretary of state in a form that meets
  2 46 the requirements of section 490.1622, within sixty
  2 47 days after it is due, or has not paid the filing fee
  2 48 as provided in section 490.122, within sixty days
  2 49 after it is due.
  2 50    Sec.    .  Section 490.1421, Code 1995, is amended
  3  1 by adding the following new subsection:
  3  2    NEW SUBSECTION.  5.  The secretary of state's
  3  3 administrative dissolution of a corporation pursuant
  3  4 to this section appoints the secretary of state the
  3  5 corporation's agent for service of process in any
  3  6 proceeding based on a cause of action which arose
  3  7 during the time the corporation was authorized to
  3  8 transact business in this state.  Service of process
  3  9 on the secretary of state under this subsection is
  3 10 service on the corporation.  Upon receipt of process,
  3 11 the secretary of state shall serve a copy of the
  3 12 process on the corporation as provided in section
  3 13 490.504.  This subsection does not preclude service on
  3 14 the corporation's registered agent, if any.
  3 15    Sec.    .  Section 490.1422, subsection 1, Code
  3 16 1995, is amended to read as follows:
  3 17    1.  A corporation administratively dissolved under
  3 18 section 490.1421 may apply to the secretary of state
  3 19 for reinstatement within two years after the effective
  3 20 date of dissolution.  The application must meet all of
  3 21 the following requirements:
  3 22    a.  Recite the name of the corporation at its date
  3 23 of dissolution and the effective date of its
  3 24 administrative dissolution.
  3 25    b.  State that the ground or grounds for
  3 26 dissolution either did not exist or have been
  3 27 eliminated.
  3 28    c.  State a corporate name that satisfies the
  3 29 requirements of section 490.401.
  3 30    d.  State the state federal tax identification
  3 31 number of the corporation.
  3 32    Sec.    .  Section 490.1422, subsection 2,
  3 33 paragraph a, Code 1995, is amended to read as follows:
  3 34    a.  The secretary of state shall refer the state
  3 35 federal tax identification number contained in the
  3 36 application for reinstatement to the department of
  3 37 revenue and finance.  The department of revenue and
  3 38 finance shall report to the secretary of state the tax
  3 39 status of the corporation.  If the department reports
  3 40 to the secretary of state that a filing delinquency or
  3 41 liability exists against the corporation, the
  3 42 secretary of state shall not cancel the certificate of
  3 43 dissolution until the filing delinquency or liability
  3 44 is satisfied.
  3 45    Sec.    .  Section 490.1503, subsection 2, Code
  3 46 1995, is amended to read as follows:
  3 47    2.  The foreign corporation shall deliver with the
  3 48 completed application to the secretary of state, and
  3 49 also deliver to the secretary of state a certificate
  3 50 of existence or a document of similar import duly
  4  1 authenticated by the secretary of state or other
  4  2 official having custody of corporate records in the
  4  3 state or country under whose law it is incorporated
  4  4 which is dated no earlier than ninety days prior to
  4  5 the date the application is filed with the secretary
  4  6 of state.
  4  7    Sec.    .  Section 490.1506, subsection 4, Code
  4  8 1995, is amended to read as follows:
  4  9    4.  A foreign corporation may use in this state the
  4 10 name, including the fictitious name, of another
  4 11 domestic or foreign corporation that is used in this
  4 12 state if the other corporation is incorporated or
  4 13 authorized to transact business in this state and the
  4 14 foreign corporation has done filed documentation
  4 15 satisfactory to the secretary of state of the
  4 16 occurrence of any of the following:
  4 17    a.  Merged The foreign corporation has merged with
  4 18 the other corporation.
  4 19    b.  Been The foreign corporation has been formed by
  4 20 reorganization of the other corporation.
  4 21    c.  Acquired The foreign corporation has acquired
  4 22 all or substantially all of the assets, including the
  4 23 corporate name, of the other corporation.
  4 24    Sec.    .  Section 490.1508, subsection 1,
  4 25 paragraphs b and d, Code 1995, are amended by the
  4 26 striking the paragraphs.
  4 27    Sec.    .  Section 490.1509, Code 1995, is amended
  4 28 to read as follows:
  4 29    490.1509  RESIGNATION OF REGISTERED AGENT OF
  4 30 FOREIGN CORPORATION.
  4 31    1.  The registered agent of a foreign corporation
  4 32 may resign the agency appointment by signing and
  4 33 delivering to the secretary of state for filing the
  4 34 signed original and two exact or conformed copies of a
  4 35 statement of resignation.  The statement of
  4 36 resignation may include a statement that the
  4 37 registered office is also discontinued.  The
  4 38 registered agent shall send a copy of the statement of
  4 39 resignation by certified mail to the corporation at
  4 40 its principal office and to the registered office, if
  4 41 not discontinued.  The registered agent shall certify
  4 42 to the secretary of state that the copies have been
  4 43 sent to the corporation, including the date the copies
  4 44 were sent.
  4 45    2.  After filing the statement, the secretary of
  4 46 state shall attach the filing receipt to one copy and
  4 47 mail the copy and receipt to the registered office if
  4 48 not discontinued.  The secretary of state shall mail
  4 49 the other copy of the foreign corporation to its
  4 50 principal office address shown in its most recent
  5  1 annual report.
  5  2    3. 2.  The agency appointment is terminated, and
  5  3 the registered office discontinued if so provided, on
  5  4 the thirty-first day after the date on which the
  5  5 statement was filed.
  5  6    Sec.    .  Section 490.1520, subsection 2,
  5  7 paragraph e, Code 1995, is amended by striking the
  5  8 paragraph.
  5  9    Sec.    .  Section 490.1530, subsection 2, Code
  5 10 1995, is amended by striking the subsection.
  5 11    Sec.    .  Section 490.1622, subsection 1,
  5 12 paragraph d, Code 1995, is amended to read as follows:
  5 13    d.  The names and business addresses of its
  5 14 directors and principal officers the president,
  5 15 secretary, treasurer, and one member of the board of
  5 16 directors.
  5 17    Sec.    .  Section 490.1622, subsection 1,
  5 18 paragraphs e, f, g, and h, Code 1995, are amended by
  5 19 striking the paragraphs.""
  5 20    #2.  Page 1, line 27, by inserting after the word
  5 21 "companies," the following:  "certain reporting and
  5 22 filing requirements and procedures,".
  5 23    #3.  By renumbering as necessary.  
  5 24 HF 2370H
  5 25 mk/pk/25
     

Text: S05695                            Text: S05697
Text: S05600 - S05699                   Text: S Index
Bills and Amendments: General Index     Bill History: General Index

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