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PAG LIN 1 1 Section 1. Section 558.2, Code 1995, is amended to read as 1 2 follows: 1 3 558.2 CORPORATION HAVING SEAL. 1 4 In the execution of any written instrument conveying, 1 5 encumbering, or affecting real estate by a corporation that 1 6 has adopted a corporate seal, the seal of such corporation 1 7shallmay be attached or affixed to such written instrument. 1 8 Sec. 2. Section 558.3, Code 1995, is amended to read as 1 9 follows: 1 10 558.3 CORPORATION NOT HAVING SEAL. 1 11 If the corporation has not adopted a corporate seal, such 1 12 factshallmay be stated in such written instrument. 1 13 Sec. 3. Section 558.39, subsection 3, Code 1995, is 1 14 amended to read as follows: 1 15 3. In the case of corporations or joint-stock 1 16 associations: 1 17 On this ... day of ....., A.D. 19.., before me, a ........ 1 18 (Insert title of acknowledging officer) in and for said 1 19 county, personally appeared ......., to me personally known, 1 20 who being by me duly (sworn or affirmed) did say that that 1 21 person is ....... (Insert title of executing officer) of said 1 22 (corporation or association), that (the seal affixed to said1 23instrument is the seal of said or no seal has been procured by1 24the said) (corporation or association)and that said 1 25 instrument was signedand sealedon behalf of the said 1 26 (corporation or association) by authority of its board of 1 27 (directors or trustees) and the said ........ acknowledged the 1 28 execution of said instrument to be the voluntary act and deed 1 29 of said (corporation or association) by it voluntarily 1 30 executed. 1 31 Sec. 4. Section 558.39, subsection 3A, Code 1995, is 1 32 amended to read as follows: 1 33 3A. In the case of limited liability companies: 1 34 On this ... day of ....., A.D. 19.., before me, a ........ 1 35 (Insert title of acknowledging officer) in and for said 2 1 county, personally appeared ......., to me personally known, 2 2 who being by me duly (sworn or affirmed) did say that that 2 3 person is ....... (Insert title of executing member) of said 2 4 (limited liability company), that (the seal affixed to said2 5instrument is the seal of said or no seal has been procured by2 6the said) (limited liability company)and that said instrument 2 7 was signedand sealedon behalf of the said (limited liability 2 8 company) by authority of its managers and the said ........ 2 9 acknowledged the execution of said instrument to be the 2 10 voluntary act and deed of said (limited liability company) by 2 11 it voluntarily executed. 2 12 Sec. 5. Section 558.39, subsection 6, Code 1995, is 2 13 amended to read as follows: 2 14 6. In the case of a corporate fiduciary: 2 15 On this ... day of ......, 19.., before me, the 2 16 undersigned, a Notary Public in and for the State of Iowa, 2 17 personally appeared ...... and ......, to me personally known, 2 18 who, being by me duly sworn, did say that they are the 2 19 ........ and ........, respectively, of the corporation 2 20 executing the foregoing instrument;that (no seal has been2 21procured by) (the seal affixed thereto is the seal of) the2 22corporation;that the instrument was signed(and sealed)on 2 23 behalf of the corporation by authority of its Board of 2 24 Directors; that ...... and ...... acknowledged the execution 2 25 of the instrument to be the voluntary act and deed of the 2 26 corporation and of the fiduciary, by it, by them and as the 2 27 fiduciary voluntarily executed. 2 28 Sec. 6. Section 558.39, subsection 7, Code 1995, is 2 29 amended to read as follows: 2 30 7. In the case of a limited partnership with corporate 2 31 general partner: 2 32 On this ... day of ......, 19.., before me, the 2 33 undersigned, a Notary Public in and for the State of Iowa, 2 34 personally appeared ........, to me personally known, who 2 35 being by me duly sworn did say that the person is the ........ 3 1 of ........, the General Partner of ........, a ...... limited 3 2 partnership, executing the foregoing instrument,that no seal3 3has been procured by the corporation;that the instrument was 3 4 signed on behalf of the corporation as General Partner of 3 5 ........, a ...... limited partnership, by authority of the 3 6 corporation's Board of Directors; and that ........ as that 3 7 officer acknowledged execution of the instrument to be the 3 8 voluntary act and deed of the corporation and limited 3 9 partnership by it and by the officer voluntarily executed. 3 10 Sec. 7. Section 558.39, subsection 9, Code 1995, is 3 11 amended to read as follows: 3 12 9. In the case of joint ventures: 3 13 On this ... day of ......, 19.., before me, the 3 14 undersigned, a Notary Public in and for the State of Iowa, 3 15 personally appeared ...... and ......, to me personally 3 16 known, who, being by me duly sworn, did say that they are the 3 17 ...... and ......, respectively, of ........, an Iowa 3 18 corporation, a joint venturer of ........, a joint venture, 3 19 executing the foregoing instrument,that (no seal has been3 20procured by) (the seal affixed thereto is the seal of) the3 21corporation;that the instrument was signed(and sealed)on 3 22 behalf of the corporation as a joint venturer of ........, a 3 23 joint venture, by authority of its Board of Directors; and 3 24 that ...... and ......, as such officers, acknowledged the 3 25 execution of the instrument to be the voluntary act and deed 3 26 of the corporation and joint venture, by the corporation and 3 27 joint venture and by them voluntarily executed. 3 28 Sec. 8. Section 558.39, subsection 13, Code 1995, is 3 29 amended to read as follows: 3 30 13. In the case of corporations or national banking 3 31 associations acting as custodians pursuant to chapter 565B or 3 32 any other Uniform Transfers to Minors Act: 3 33 On this ... day of ......, 19.., before me, the 3 34 undersigned, a Notary Public in and for said State, personally 3 35 appeared ...... and ......, to me personally known, who, by me 4 1 duly sworn, did say that they are the ...... and ......, 4 2 respectively, of the Corporation executing the foregoing 4 3 instrument;that (no seal has been procured by) (the seal4 4affixed thereto is the seal of) the corporation;that the 4 5 instrument was signed(and sealed)on behalf of the 4 6 Corporation by authority of its Board of Directors; that 4 7 ...... and ...... acknowledged the execution of the 4 8 instrument as custodian of ........ (name of minor), under the 4 9 ........ (State) Uniform Transfers to Minors Act, to be the 4 10 voluntary act and deed of the person and of the custodian. 4 11 (In all cases add signature and title of the officer taking 4 12 the acknowledgment, and strike from between the parentheses 4 13 the word or clause not used, as the case may be.) 4 14 Sec. 9. Section 589.6, Code 1995, is amended to read as 4 15 follows: 4 16 589.6 INSTRUMENTS AFFECTING REAL ESTATE. 4 17 All instruments in writing executed by a corporation before 4 18 July 1, 1996, which are more thanten years earlierone year 4 19 old, conveying, encumbering, or affecting real estate, 4 20 including releases, satisfactions of mortgages, judgments, or 4 21 any other liens by entry of the release or satisfaction upon 4 22 the page where the lien appears recorded or entered, where the 4 23 corporate seal of the corporation has not been affixed or 4 24 attached, and which are otherwise legally and properly 4 25 executed, are legal, valid, and binding as though the 4 26 corporate seal had been attached or affixed. 4 27 EXPLANATION 4 28 This bill removes the requirement that a corporation which 4 29 has adopted a corporate seal affix it to all documents 4 30 executed by it affecting real estate. The bill also deletes 4 31 from the acknowledgment form the requirement of including an 4 32 indication of whether the corporation has adopted a seal. The 4 33 bill also legalizes instruments, executed before the effective 4 34 date of this bill, which are more than one year old and which 4 35 do not have a corporate seal affixed. 5 1 LSB 3742SC 76 5 2 mk/jj/8
Text: SSB02171 Text: SSB02173 Text: SSB02100 - SSB02199 Text: SSB Index Bills and Amendments: General Index Bill History: General Index
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