Text: HF00414                           Text: HF00416
Text: HF00400 - HF00499                 Text: HF Index
Bills and Amendments: General Index     Bill History: General Index

House File 415

Partial Bill History

Bill Introduced: H.J. 478
Complete Bill History

Bill Text

PAG LIN
  1  1    Section 1.  Section 490.121, subsection 1, paragraph c,
  1  2 Code 1997, is amended to read as follows:
  1  3    c.  The annual biennial report.
  1  4    Sec. 2.  Section 490.122, subsection 1, paragraph w, Code
  1  5 1997, is amended to read as follows:  
  1  6    w.  Annual Biennial report ...................... $ 30
  1  7    Sec. 3.  Section 490.125, subsection 2, Code 1997, is
  1  8 amended to read as follows:
  1  9    2.  The secretary of state files a document by stamping or
  1 10 otherwise endorsing "filed", together with the secretary's
  1 11 name and official title and the date and time of receipt, on
  1 12 both the document and the receipt for the filing fee.  After
  1 13 filing a document, except the annual biennial report required
  1 14 by section 490.1622, and except as provided in sections
  1 15 490.503 and 490.1509, the secretary of state shall deliver the
  1 16 document, with the filing fee receipt, or acknowledgment of
  1 17 receipt if no fee is required, attached, to the domestic or
  1 18 foreign corporation or its representative.
  1 19    Sec. 4.  Section 490.128, subsection 2, paragraph d, Code
  1 20 1997, is amended to read as follows:
  1 21    d.  That its most recent annual biennial report required by
  1 22 section 490.1622 has been filed by the secretary of state.
  1 23    Sec. 5.  Section 490.140, subsection 17, Code 1997, is
  1 24 amended to read as follows:
  1 25    17.  "Principal office" means the office, in or out of this
  1 26 state, so designated in the annual biennial report, where the
  1 27 principal executive offices of a domestic or foreign
  1 28 corporation are located.
  1 29    Sec. 6.  Section 490.141, subsection 4, Code 1997, is
  1 30 amended to read as follows:
  1 31    4.  Written notice to a domestic or foreign corporation
  1 32 authorized to transact business in this state may be addressed
  1 33 to its registered agent at its registered office or to the
  1 34 corporation or its secretary at its principal office shown in
  1 35 its most recent annual biennial report or, in the case of a
  2  1 foreign corporation that has not yet delivered an annual a
  2  2 biennial report, in its application for a certificate of
  2  3 authority.
  2  4    Sec. 7.  Section 490.502, subsection 4, Code 1997, is
  2  5 amended to read as follows:
  2  6    4.  A corporation may also change its registered office or
  2  7 registered agent in its annual biennial report as provided in
  2  8 section 490.1622.
  2  9    Sec. 8.  Section 490.1420, subsection 1, Code 1997, is
  2 10 amended to read as follows:
  2 11    1.  The corporation has not delivered an annual a biennial
  2 12 report to the secretary of state in a form that meets the
  2 13 requirements of section 490.1622, within sixty days after it
  2 14 is due, or has not paid the filing fee as provided in section
  2 15 490.122, within sixty days after it is due.
  2 16    Sec. 9.  Section 490.1508, subsection 3, Code 1997, is
  2 17 amended to read as follows:
  2 18    3.  A corporation may also change its registered office or
  2 19 registered agent in its annual biennial report as provided in
  2 20 section 490.1622.
  2 21    Sec. 10.  Section 490.1510, subsection 2, unnumbered
  2 22 paragraph 1, Code 1997, is amended to read as follows:
  2 23    A foreign corporation may be served by registered or
  2 24 certified mail, return receipt requested, addressed to the
  2 25 secretary of the foreign corporation at its principal office
  2 26 shown in its application for a certificate of authority or in
  2 27 its most recent annual biennial report if the foreign
  2 28 corporation meets any of the following conditions:
  2 29    Sec. 11.  Section 490.1530, subsection 1, Code 1997, is
  2 30 amended to read as follows:
  2 31    1.  The foreign corporation does not deliver its annual
  2 32 biennial report to the secretary of state in a form that meets
  2 33 the requirements of section 490.1622 within sixty days after
  2 34 it is due.
  2 35    Sec. 12.  Section 490.1531, subsection 4, Code 1997, is
  3  1 amended to read as follows:
  3  2    4.  The secretary of state's revocation of a foreign
  3  3 corporation's certificate of authority appoints the secretary
  3  4 of state the foreign corporation's agent for service of
  3  5 process in any proceeding based on a cause of action which
  3  6 arose during the time the foreign corporation was authorized
  3  7 to transact business in this state.  Service of process on the
  3  8 secretary of state under this subsection is service on the
  3  9 foreign corporation.  Upon receipt of process, the secretary
  3 10 of state shall mail a copy of the process to the secretary of
  3 11 the foreign corporation at its principal office shown in its
  3 12 most recent annual biennial report or in any subsequent
  3 13 communication received from the corporation stating the
  3 14 current mailing address of its principal office, or, if none
  3 15 is on file, in its application for a certificate of authority.
  3 16    Sec. 13.  Section 490.1601, subsection 5, paragraph g, Code
  3 17 1997, is amended to read as follows:
  3 18    g.  Its most recent annual biennial report delivered to the
  3 19 secretary of state under section 490.1622.
  3 20    Sec. 14.  Section 490.1622, Code 1997, is amended to read
  3 21 as follows:
  3 22    490.1622  ANNUAL BIENNIAL REPORT FOR SECRETARY 0F STATE.
  3 23    1.  Each domestic corporation, and each foreign corporation
  3 24 authorized to transact business in this state, shall deliver
  3 25 to the secretary of state for filing an annual a biennial
  3 26 report that sets forth all of the following:
  3 27    a.  The name of the corporation and the state or country
  3 28 under whose law it is incorporated.
  3 29    b.  The address of its registered office and the name of
  3 30 its registered agent at that office in this state, together
  3 31 with the consent of any new registered agent.
  3 32    c.  The address of its principal office.
  3 33    d.  The names and addresses of the president, secretary,
  3 34 treasurer, and one member of the board of directors.
  3 35    2.  Information in the annual biennial report must be
  4  1 current as of the first day of January of the year in which
  4  2 the report is due.  The annual report shall be executed on
  4  3 behalf of the corporation and signed as provided in section
  4  4 490.120 or by any other person authorized by the board of
  4  5 directors of the corporation.
  4  6    3.  The first annual biennial report shall be delivered to
  4  7 the secretary of state between January 1 and April 1 of the
  4  8 first even-numbered year following the calendar year in which
  4  9 a domestic corporation was incorporated or a foreign
  4 10 corporation was authorized to transact business.  Subsequent
  4 11 annual biennial reports must be delivered to the secretary of
  4 12 state between January 1 and April 1 of the following even-
  4 13 numbered calendar years.  For purposes of this section, each
  4 14 biennial report shall contain information related to the two-
  4 15 year period immediately preceding the calendar year in which
  4 16 the report is filed.
  4 17    4.  If an annual a biennial report does not contain the
  4 18 information required by this section, the secretary of state
  4 19 shall promptly notify the reporting domestic or foreign
  4 20 corporation in writing and return the report to it for
  4 21 correction.  If the report is corrected to contain the
  4 22 information required by this section and delivered to the
  4 23 secretary of state within thirty days after the effective date
  4 24 of notice, it is deemed to be timely filed.
  4 25    5.  The secretary of state may provide for the change of
  4 26 registered office or registered agent on the form prescribed
  4 27 by the secretary of state for the annual biennial report,
  4 28 provided that the form contains the information required in
  4 29 section 490.502 or 490.1508.  If the secretary of state
  4 30 determines that an annual a biennial report does not contain
  4 31 the information required by this section but otherwise meets
  4 32 the requirements of section 490.502 or 490.1508 for the
  4 33 purpose of changing the registered office or registered agent,
  4 34 the secretary of state shall file the statement of change of
  4 35 registered office or registered agent, effective as provided
  5  1 in section 490.123, before returning the annual biennial
  5  2 report to the corporation as provided in this section.  A
  5  3 statement of change of registered office or agent pursuant to
  5  4 this subsection shall be executed by a person authorized to
  5  5 execute the annual biennial report.
  5  6    Sec. 15.  Section 490.1701, subsection 3, paragraph c,
  5  7 unnumbered paragraph 1, Code 1997, is amended to read as
  5  8 follows:
  5  9    The instrument shall be delivered to the secretary of state
  5 10 for filing and recording in the secretary of state's office,
  5 11 and shall be filed and recorded in the office of the county
  5 12 recorder.  The corporation shall at the time it files the
  5 13 instrument with the secretary of state deliver also to the
  5 14 secretary of state for filing in the secretary of state's
  5 15 office any annual biennial report which is then due.
  5 16    Sec. 16.  Section 490.1701, subsection 3, paragraph d,
  5 17 subparagraph (3), Code 1997, is amended to read as follows:
  5 18    (3)  The secretary of state shall not file the instrument
  5 19 with respect to a corporation unless at the time of filing the
  5 20 corporation is validly existing and in good standing in that
  5 21 office under the chapter under which it is incorporated.  The
  5 22 corporation shall be considered validly existing and in good
  5 23 standing for the purpose of this chapter for a period of three
  5 24 months following the expiration date of the corporation,
  5 25 provided all annual biennial reports due have been filed and
  5 26 all fees due in connection with the annual biennial reports
  5 27 have been paid.
  5 28    Sec. 17.  Section 490.1701, subsection 5, paragraphs a and
  5 29 b, Code 1997, are amended to read as follows:
  5 30    a.  The office of the corporation set forth in its first
  5 31 annual biennial report filed under this chapter shall be
  5 32 deemed its registered office until December 31, 1990, or until
  5 33 it files a designation of registered office with the secretary
  5 34 of state, whichever is earlier.
  5 35    b.  The person signing the first annual biennial report of
  6  1 the corporation filed under this chapter shall be deemed the
  6  2 registered agent until December 31, 1990, or a statement
  6  3 designating a registered agent has been filed with the
  6  4 secretary of state, whichever is earlier.
  6  5    Sec. 18.  Section 497.22, Code 1997, is amended by striking
  6  6 the section and inserting in lieu thereof the following:
  6  7    497.22  BIENNIAL REPORT.
  6  8    Sections 504A.83 and 504A.84 apply to a cooperative
  6  9 association organized under this chapter in the same manner as
  6 10 those sections apply to a corporation organized under chapter
  6 11 504A.  In addition to the information required to be set forth
  6 12 in the biennial report under section 504A.83, the cooperative
  6 13 association shall also set forth the total amount of business
  6 14 transacted, number of members, total expense of operation,
  6 15 total amount of indebtedness, and total profits or losses for
  6 16 each calendar or fiscal year of the two-year period which
  6 17 ended immediately preceding the first day of January of the
  6 18 year in which the report is filed.
  6 19    A cooperative association which fails to comply with this
  6 20 section before April 1 of the year in which the report is due
  6 21 is subject to a penalty of ten dollars.
  6 22    Sec. 19.  Section 497.25, Code 1997, is amended to read as
  6 23 follows:
  6 24    497.25  NOTICE TO DELINQUENTS.
  6 25    On or before the first day of May of the year the report is
  6 26 due the secretary of state shall send by registered mail to
  6 27 each delinquent and to each of its officers, as may be
  6 28 disclosed by the latest records on file in the office of the
  6 29 secretary of state, association a notice of such delinquency
  6 30 and of the penalties provided in section 497.22.
  6 31    Sec. 20.  Section 498.24, Code 1997, is amended by striking
  6 32 the section and inserting in lieu thereof the following:
  6 33    498.24  BIENNIAL REPORT.
  6 34    Sections 504A.83 and 504A.84 apply to a cooperative
  6 35 association organized under this chapter in the same manner as
  7  1 those sections apply to a corporation organized under chapter
  7  2 504A.  In addition to the information required to be set forth
  7  3 in the biennial report under section 504A.83, the cooperative
  7  4 association shall also set forth the total amount of business
  7  5 transacted, number of members, total expense of operation,
  7  6 total amount of indebtedness, and total profits or losses for
  7  7 each calendar or fiscal year of the two-year period which
  7  8 ended immediately preceding the first day of January of the
  7  9 year in which the report is filed.
  7 10    A cooperative association which fails to comply with this
  7 11 section before April 1 of the year in which the report is due
  7 12 is subject to a penalty of ten dollars.
  7 13    Sec. 21.  Section 498.27, Code 1997, is amended to read as
  7 14 follows:
  7 15    498.27  NOTICE TO DELINQUENTS.
  7 16    On or before the first day of May of the year the report is
  7 17 due the secretary of state shall send by certified mail to
  7 18 each delinquent and to each of its officers, as may be
  7 19 disclosed by the latest records on file in the office of the
  7 20 secretary of state, association a notice of such delinquency
  7 21 and of the penalties provided in section 498.24.
  7 22    Sec. 22.  Section 499.49, Code 1997, is amended by striking
  7 23 the section and inserting in lieu thereof the following:
  7 24    499.49  BIENNIAL REPORT.
  7 25    Sections 504A.83 and 504A.84 apply to a cooperative
  7 26 organized under this chapter in the same manner as those
  7 27 sections apply to a corporation organized under chapter 504A.
  7 28 In addition to the information required to be set forth in the
  7 29 biennial report under section 504A.83, the cooperative shall
  7 30 also set forth the number of members of the cooperative, the
  7 31 percentage of the cooperative's business done with or for its
  7 32 own members during each of the fiscal or calendar years of the
  7 33 preceding two-year period, the percentage of the cooperative's
  7 34 business done with or for each class of nonmembers specified
  7 35 in section 499.3, and any other information deemed necessary
  8  1 by the secretary of state to advise the secretary whether the
  8  2 cooperative is actually functioning as a cooperative.
  8  3    Sec. 23.  Section 504A.9, subsection 6, unnumbered
  8  4 paragraphs 5 and 6, Code 1997, are amended to read as follows:
  8  5    Any registered agent of a corporation may resign as such
  8  6 agent upon filing a written notice thereof of the resignation,
  8  7 executed in duplicate, with the secretary of state, who shall
  8  8 record one copy and forthwith mail the other copy thereof of
  8  9 the notice of resignation to the corporation in care of an
  8 10 officer, who is not the resigning registered agent, at the
  8 11 address of such officer as shown by the most recent annual
  8 12 biennial report of the corporation.  The appointment of such
  8 13 agent shall terminate upon the expiration of thirty days after
  8 14 receipt of such notice by the secretary of state.
  8 15    The secretary of state may provide for the change of
  8 16 registered office or registered agent on the form prescribed
  8 17 by the secretary of state for the annual biennial report
  8 18 pursuant to section 504A.83, provided that the form contains
  8 19 the information required in this section.  If the secretary of
  8 20 state determines that an annual a biennial report does not
  8 21 contain the information required by section 504A.83 but
  8 22 otherwise meets the requirements of this section for the
  8 23 purpose of changing the registered office or registered agent,
  8 24 the secretary of state shall file the statement of change of
  8 25 registered office or registered agent before returning the
  8 26 annual biennial report to the corporation pursuant to section
  8 27 504A.84.  A statement of change of registered office or
  8 28 registered agent pursuant to this paragraph shall be executed
  8 29 by a person authorized to execute the annual biennial report.
  8 30    Sec. 24.  Section 504A.32, subsection 2, Code 1997, is
  8 31 amended to read as follows:
  8 32    2.  Except for a statement of change of registered office
  8 33 or registered agent filed pursuant to section 504A.9 or
  8 34 504A.73, and an annual a biennial report filed pursuant to
  8 35 section 504A.83, any instrument required to be filed and
  9  1 recorded in the office of the secretary of state only, shall
  9  2 be returned by the secretary to the corporation or its
  9  3 representative.
  9  4    Sec. 25.  Section 504A.53, Code 1997, is amended to read as
  9  5 follows:
  9  6    504A.53  INVOLUNTARY DISSOLUTION.
  9  7    A corporation may be dissolved involuntarily by a decree of
  9  8 the district court in an action filed by the attorney general
  9  9 when it is any of the following are established that:
  9 10    1.  The corporation has failed to file its annual biennial
  9 11 report within the time required by this chapter; or.
  9 12    2.  The corporation procured its articles of incorporation
  9 13 through fraud; or.
  9 14    3.  The corporation has continued to exceed or abuse the
  9 15 authority conferred upon it by law; or.
  9 16    4.  The corporation has failed for ninety days to appoint
  9 17 and maintain a registered agent in this state; or.
  9 18    5.  The corporation has failed for ninety days after change
  9 19 of its registered agent to file in the office of the secretary
  9 20 of state a statement of such change.
  9 21    Sec. 26.  Section 504A.54, Code 1997, is amended to read as
  9 22 follows:
  9 23    504A.54  NOTIFICATION TO ATTORNEY GENERAL.
  9 24    The secretary of state, on or before the first day of
  9 25 November of each year, shall certify to the attorney general
  9 26 the names of all corporations which have failed to file their
  9 27 annual biennial reports in accordance with this chapter.  The
  9 28 secretary of state shall also certify, from time to time, the
  9 29 names of all corporations which have given other cause for
  9 30 dissolution as provided in this chapter, together with the
  9 31 facts pertinent thereto to such cause.  When the secretary of
  9 32 state certifies the name of a corporation to the attorney
  9 33 general as having given any cause for dissolution, the
  9 34 secretary of state shall concurrently mail to the corporation
  9 35 at its registered office a notice that the certification has
 10  1 been made.  Upon the receipt of the certification, the
 10  2 attorney general shall file an action in the name of the state
 10  3 against the corporation for its dissolution.  A certificate
 10  4 from the secretary of state to the attorney general pertaining
 10  5 to the failure of a corporation to file an annual a biennial
 10  6 report shall be taken and received in all courts as prima
 10  7 facie evidence of the facts therein stated in the certificate.
 10  8    If, before action is filed, the corporation files its
 10  9 annual biennial report, or appoints or maintains a registered
 10 10 agent as provided in this chapter, or files with the secretary
 10 11 of state the required statement of change of registered agent,
 10 12 that fact shall be forthwith certified by the secretary of
 10 13 state to the attorney general and the attorney general shall
 10 14 not file an action against the corporation for such cause.
 10 15 If, after action is filed, the corporation files its annual
 10 16 biennial report, or appoints or maintains a registered agent
 10 17 as provided in this chapter, or files with the secretary of
 10 18 state the required statement of change of registered agent,
 10 19 and pays the costs of the action, the action for such cause
 10 20 shall abate.
 10 21    Sec. 27.  Section 504A.73, unnumbered paragraph 5, Code
 10 22 1997, is amended to read as follows:
 10 23    The secretary of state may provide for the change of
 10 24 registered office or registered agent on the form prescribed
 10 25 by the secretary of state for the annual biennial report
 10 26 pursuant to section 504A.83, provided that the form contains
 10 27 the information required in this section.  If the secretary of
 10 28 state determines that an annual a biennial report does not
 10 29 contain the information required by section 504A.83 but
 10 30 otherwise meets the requirements of this section for the
 10 31 purpose of changing the registered office or registered agent,
 10 32 the secretary of state shall file the statement of change of
 10 33 registered office or registered agent before returning the
 10 34 annual biennial report to the corporation pursuant to section
 10 35 504A.84.  A statement of change of registered office or
 11  1 registered agent pursuant to this paragraph shall be executed
 11  2 by a person authorized to execute the annual biennial report.
 11  3    Sec. 28.  Section 504A.80, Code 1997, is amended to read as
 11  4 follows:
 11  5    504A.80  REVOCATION OF CERTIFICATE OF AUTHORITY.
 11  6    The certificate of authority of a foreign corporation to
 11  7 conduct affairs in this state may be revoked by the secretary
 11  8 of state upon the conditions prescribed in this section when
 11  9 upon the occurrence of any of the following:
 11 10    1.  The corporation has failed to file its annual biennial
 11 11 report within the time required by this chapter, or has failed
 11 12 to pay any fees or penalties prescribed by this chapter when
 11 13 the same fees or penalties have become due and payable; or.
 11 14    2.  The corporation has failed to appoint and maintain a
 11 15 registered agent in this state as required by this chapter;
 11 16 or.
 11 17    3.  The corporation has failed, after change of its
 11 18 registered office or registered agent, to file in the office
 11 19 of the secretary of state a statement of such change as
 11 20 required by this chapter; or.
 11 21    4.  A misrepresentation has been made of any material
 11 22 matter in any application, report, affidavit, or other
 11 23 document submitted by such the corporation pursuant to this
 11 24 chapter.
 11 25    A certificate of authority of a foreign corporation shall
 11 26 not be revoked by the secretary of state unless the secretary
 11 27 has given the corporation not less than sixty days' notice by
 11 28 mail addressed to the principal office of the corporation in
 11 29 the state or country under the laws of which it is
 11 30 incorporated, and the corporation fails prior to revocation to
 11 31 file the annual biennial report, or pay the fees or penalties,
 11 32 or file the required statement of change of registered agent
 11 33 or registered office, or correct the misrepresentation.
 11 34    Sec. 29.  Section 504A.83, Code 1997, is amended to read as
 11 35 follows:
 12  1    504A.83  ANNUAL BIENNIAL REPORT OF DOMESTIC AND FOREIGN
 12  2 CORPORATIONS.
 12  3    Each domestic corporation, and each foreign corporation
 12  4 authorized to conduct affairs in this state, shall file,
 12  5 within the time prescribed by this chapter, an annual a
 12  6 biennial report setting forth:
 12  7    1.  The name of the corporation and the state or country
 12  8 under the laws of which it is incorporated.
 12  9    2.  The address of the registered office of the corporation
 12 10 in this state, and the name of its registered agent or agents
 12 11 in this state at such address, and, in the case of a foreign
 12 12 corporation, the address of its principal office in the state
 12 13 or country under the laws of which it is incorporated.
 12 14    3.  A brief statement of the character of the affairs which
 12 15 the corporation is actually conducting, or, in the case of a
 12 16 foreign corporation, which the corporation is actually
 12 17 conducting in this state.
 12 18    4. 3.  The names and respective addresses of the directors
 12 19 and officers of the corporation president, secretary,
 12 20 treasurer, and one member of the board of directors.
 12 21    The annual biennial report shall be made on forms
 12 22 prescribed and furnished by the secretary of state, and the
 12 23 information contained in the report shall be given as of the
 12 24 date of the execution of the report.  It shall be executed by
 12 25 the corporation by a representative duly authorized by the
 12 26 board of directors, or, if the corporation is in the hands of
 12 27 a receiver, trustee, or assignee for benefit of creditors, it
 12 28 shall be executed on behalf of the corporation by the
 12 29 receiver, trustee, or assignee.
 12 30    Sec. 30.  Section 504A.84, Code 1997, is amended to read as
 12 31 follows:
 12 32    504A.84  FILING OF ANNUAL BIENNIAL REPORT OF DOMESTIC AND
 12 33 FOREIGN CORPORATIONS.
 12 34    The annual report of a domestic or foreign corporation
 12 35 shall be delivered to the secretary of state for filing in the
 13  1 secretary of state's office between the first day of May and
 13  2 the thirty-first day of July of each year, except that the
 13  3 first annual report of a domestic or foreign corporation shall
 13  4 be filed between the first day of May and the thirty-first day
 13  5 of July of the year succeeding the calendar year in which its
 13  6 certificate of incorporation or its certificate of authority,
 13  7 as the case may be, was issued by the secretary of state.  The
 13  8 first biennial report of a domestic or foreign corporation
 13  9 shall be delivered to the secretary of state between January 1
 13 10 and April 1 of the first odd-numbered year following the
 13 11 calendar year in which a domestic corporation was incorporated
 13 12 or a foreign corporation was authorized to transact business.
 13 13 Subsequent biennial reports must be delivered to the secretary
 13 14 of state between January 1 and April 1 of the following odd-
 13 15 numbered calendar years.  For purposes of this section, each
 13 16 biennial report shall contain information related to the two-
 13 17 year period immediately preceding the calendar year in which
 13 18 the report is filed.
 13 19    The report shall be deemed filed within the required time
 13 20 if deposited in the United States mail with postage prepaid in
 13 21 a sealed envelope, properly addressed and postmarked on or
 13 22 prior to the thirty-first day of July March of the year the
 13 23 report is due.  If the secretary of state finds that the
 13 24 report conforms to the requirements of this chapter, the
 13 25 secretary shall file the report.  If the secretary of state
 13 26 finds that it does not so conform, the secretary shall
 13 27 promptly return the report to the corporation for any
 13 28 necessary corrections, in which event the penalties prescribed
 13 29 for failure to file the report within the time provided shall
 13 30 not apply, if the report is corrected to conform to the
 13 31 requirements of this chapter, and is resubmitted to the
 13 32 secretary of state within thirty days from the date on which
 13 33 it was mailed to the corporation by the secretary of state.
 13 34 If a biennial report does not contain the information required
 13 35 by this section, the secretary of state shall promptly notify
 14  1 the reporting domestic or foreign corporation in writing and
 14  2 return the report to the corporation for correction.
 14  3    Sec. 31.  Section 504A.87, subsection 2, Code 1997, is
 14  4 amended to read as follows:
 14  5    2.  The corporation has not delivered an annual a biennial
 14  6 report to the secretary of state in a form that meets the
 14  7 requirements of section 504A.83, within sixty days after it is
 14  8 due.
 14  9    Sec. 32.  Section 504A.100, subsection 3, paragraph d, Code
 14 10 1997, is amended to read as follows:
 14 11    d.  As to foreign corporations, such instrument shall be
 14 12 delivered to the secretary of state for filing in the
 14 13 secretary of state's office and the corporation shall at the
 14 14 same time deliver also to the secretary of state for filing in
 14 15 the secretary of state's office any annual biennial report
 14 16 which is then due.
 14 17    Sec. 33.  Section 504A.100, subsection 8, Code 1997, is
 14 18 amended to read as follows:
 14 19    8.  Within eight months after this chapter becomes
 14 20 applicable to any foreign corporation pursuant to the
 14 21 provisions of subsection 7 of this section, the board of
 14 22 directors of such foreign corporation shall adopt a resolution
 14 23 designating the address of its registered office in this state
 14 24 and the name of its registered agent or agents at such address
 14 25 and, if the name of such the corporation does not comply with
 14 26 this chapter, setting forth the name of the corporation with
 14 27 the changes which it the board elects to make therein to the
 14 28 name conforming to the requirements of this chapter for use in
 14 29 this state.
 14 30    Upon adoption of the required resolution or resolutions, an
 14 31 instrument or instruments shall be executed by the foreign
 14 32 corporation by its president or a vice president and by its
 14 33 secretary or assistant secretary and verified by one of the
 14 34 officers signing such instrument, which shall set forth the
 14 35 name of the corporation, each resolution adopted as required
 15  1 by the provisions of this subsection, and the date of the
 15  2 adoption thereof of each resolution.  Such The instrument
 15  3 shall be delivered to the secretary of state for filing in the
 15  4 secretary of state's office.  Upon the filing of such
 15  5 instrument by a foreign corporation the secretary of state
 15  6 shall issue a certificate as to the filing of such the
 15  7 instrument and deliver such the certificate to the corporation
 15  8 or its representative.  The secretary of state shall not file
 15  9 any annual biennial report of any foreign corporation subject
 15 10 to the provisions of this subsection unless and until said the
 15 11 corporation has fully complied with the provisions of this
 15 12 paragraph and, in such event, such the foreign corporation
 15 13 shall be is subject to the penalties prescribed in this
 15 14 chapter for failure to file such the report within the time as
 15 15 provided therefor in this chapter.  
 15 16                           EXPLANATION
 15 17    This bill amends provisions relating to the filing of a
 15 18 biennial report by certain corporations, partnerships, and
 15 19 associations.
 15 20    Code section 490.122 is amended by providing that the $30
 15 21 filing fee for annual reports filed by a domestic or foreign
 15 22 corporation shall apply to biennial reports.
 15 23    Code section 490.1622 is amended to provide that a domestic
 15 24 or foreign corporation's first biennial report is to be filed
 15 25 with the secretary of state between January 1 and April 1 of
 15 26 the first even-numbered year following the calendar year in
 15 27 which the domestic corporation was incorporated or the foreign
 15 28 corporation was authorized to transact business.  Currently
 15 29 such report is to be filed in the first year following the
 15 30 calendar year in which the domestic corporation was
 15 31 incorporated or the foreign corporation was authorized to
 15 32 transact business.  Subsequent annual reports are to be filed
 15 33 between January 1 and April 1 of following even-numbered
 15 34 years.
 15 35    Code section 490.1622 is also amended by striking language
 16  1 which allows the secretary of state to consider a corrected
 16  2 biennial report to be filed in a timely manner, if the
 16  3 information required to be included in the biennial report is
 16  4 delivered to the secretary of state within 30 days after the
 16  5 effective date of the notice provided to the corporation that
 16  6 the biennial report does not contain the required information.
 16  7    Code section 497.22 is amended to provide that the biennial
 16  8 report which is to be filed by a cooperative association
 16  9 organized under chapter 497 of the Code be filed in the same
 16 10 manner as provided for a domestic or foreign corporation
 16 11 organized under chapter 504A of the Code, the Iowa Nonprofit
 16 12 Corporation Act.  In addition to the items required under Code
 16 13 sections 504A.83 and 504A.84, the association must also set
 16 14 forth the total amount of business transacted, number of
 16 15 members, total expense of operation, total amount of
 16 16 indebtedness, and total profits or losses for each calendar or
 16 17 fiscal year of the two-year period which ended immediately
 16 18 preceding the first day of January of the year in which the
 16 19 report is filed.
 16 20    Code section 497.25 is amended by striking the requirement
 16 21 that a notice of delinquency with respect to the filing of a
 16 22 biennial report be sent by registered mail to each of the
 16 23 association's officers.  The bill provides that the
 16 24 delinquency notice may be sent by mail, without specifying
 16 25 type of delivery, to the association.
 16 26    Code section 498.24 is amended to provide that the biennial
 16 27 report which is to be filed by a cooperative association
 16 28 organized under chapter 498 of the Code be filed in the same
 16 29 manner as provided for a domestic or foreign corporation
 16 30 organized under chapter 504A of the Code, the Iowa Nonprofit
 16 31 Corporation Act.  In addition to the items required under Code
 16 32 sections 504A.83 and 504A.84, the association must also set
 16 33 forth the total amount of business transacted, number of
 16 34 members, total expense of operation, total amount of
 16 35 indebtedness, and total profits or losses for each calendar or
 17  1 fiscal year of the two-year period which ended immediately
 17  2 preceding the first day of January of the year in which the
 17  3 report is filed.
 17  4    Code section 498.27 is amended by striking the requirement
 17  5 that a notice of delinquency with respect to the filing of a
 17  6 biennial report be sent by registered mail to each of the
 17  7 association's officers.  The bill provides that the
 17  8 delinquency notice may be sent by mail, without specifying
 17  9 type of delivery, to the association.
 17 10    Code section 499.49 is amended to provide that the biennial
 17 11 report which is to be filed by a cooperative association
 17 12 organized under chapter 499 of the Code be filed in the same
 17 13 manner as provided for a domestic or foreign corporation
 17 14 organized under chapter 504A of the Code, the Iowa Nonprofit
 17 15 Corporation Act.  In addition to the items required under Code
 17 16 sections 504A.83 and 504A.84, the cooperative shall also set
 17 17 forth the number of members of the cooperative, the percentage
 17 18 of the cooperative's business done with or for its own members
 17 19 during each of the two preceding fiscal or calendar years, the
 17 20 percentage of the cooperative's business done with or for each
 17 21 class of nonmembers specified in Code section 499.3, and any
 17 22 other information deemed necessary by the secretary of state
 17 23 to advise the secretary whether the association is actually
 17 24 functioning as a cooperative.
 17 25    Code section 504A.83 is amended by striking the requirement
 17 26 that a domestic or foreign nonprofit corporation include a
 17 27 brief statement of the character of the affairs which the
 17 28 corporation is actually conducting in its biennial report.
 17 29 The section is also amended to provide that the report include
 17 30 the names and addresses of the president, secretary,
 17 31 treasurer, and one member of the board of directors.
 17 32 Currently, the report must include the names and addresses of
 17 33 the directors and officers of the corporation.
 17 34    Code section 504A.84 is amended to provide that a domestic
 17 35 or foreign nonprofit corporation's first biennial report is to
 18  1 be filed with the secretary of state between January 1 and
 18  2 April 1 of the first odd-numbered year following the calendar
 18  3 year in which the domestic corporation was incorporated or the
 18  4 foreign corporation was authorized to transact business.
 18  5 Currently such report is to be filed in the first year
 18  6 following the calendar year in which the domestic corporation
 18  7 was incorporated or the foreign corporation was authorized to
 18  8 transact business.  Subsequent biennial reports are to be
 18  9 filed between January 1 and April 1 of the following odd-
 18 10 numbered years.
 18 11    Code section 504A.84 is also amended by striking language
 18 12 which would allow the secretary of state to consider a
 18 13 corrected biennial report to be filed in a timely manner, if
 18 14 the information required to be included in the biennial report
 18 15 is delivered to the secretary of state within 30 days after
 18 16 the effective date of the notice provided to the corporation
 18 17 that the biennial report does not contain the required
 18 18 information.
 18 19    A number of conforming amendments are made to sections
 18 20 referencing the annual reports which are amended to be
 18 21 biennial reports in this bill.  
 18 22 LSB 2338HH 77
 18 23 mj/sc/14

Text: HF00414                           Text: HF00416
Text: HF00400 - HF00499                 Text: HF Index
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