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House File 637

Partial Bill History

Bill Text

PAG LIN
  1  1                                            HOUSE FILE 637
  1  2 
  1  3                             AN ACT
  1  4 RELATING TO THE GENERAL OPERATION OF CORPORATIONS,
  1  5    PARTNERSHIPS, AND ASSOCIATIONS, INCLUDING PROVISIONS
  1  6    RELATING TO CERTAIN FILINGS MADE BY CORPORATIONS AND
  1  7    ASSOCIATIONS, THE FILING OF BIENNIAL REPORTS BY CER-
  1  8    TAIN CORPORATIONS AND COOPERATIVE ASSOCIATIONS, AND
  1  9    ESTABLISHING FEES.
  1 10 
  1 11 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
  1 12 
  1 13    Section 1.  NEW SECTION.  486.44A  CORRECTING FILED
  1 14 DOCUMENTS.
  1 15    1.  A limited liability partnership may correct a document
  1 16 filed by the secretary of state if the document satisfies one
  1 17 or both of the following requirements:
  1 18    a.  The document contains an incorrect statement.
  1 19    b.  The document was defectively executed, attested,
  1 20 sealed, verified, or acknowledged.
  1 21    2.  A document is corrected by complying with both of the
  1 22 following:
  1 23    a.  Preparing articles of correction that satisfy all of
  1 24 the following:
  1 25    (1)  The articles describe the document, including its
  1 26 filing date, or a copy of the document is attached to the
  1 27 articles.
  1 28    (2)  The articles specify the incorrect statement or manner
  1 29 in which the execution was defective.
  1 30    (3)  The articles correct the incorrect statement or
  1 31 defective execution.
  1 32    b.  Delivering the articles of correction to the secretary
  1 33 of state for filing.
  1 34    3.  Articles of correction are effective on the effective
  1 35 date of the document they correct except as to persons relying
  2  1 on the uncorrected document and adversely affected by the
  2  2 correction.  As to persons relying on the uncorrected document
  2  3 and adversely affected by the correction, the articles of
  2  4 correction are effective when filed by the secretary of state.
  2  5    Sec. 2.  Section 487.202, subsection 1, paragraph b, Code
  2  6 1997, is amended by striking the paragraph.
  2  7    Sec. 3.  Section 487.203, subsection 2, Code 1997, is
  2  8 amended by striking the subsection.
  2  9    Sec. 4.  Section 487.206, unnumbered paragraph 1, Code
  2 10 1997, is amended to read as follows:
  2 11    A signed copy of the certificate of limited partnership and
  2 12 a signed copy of any certificate of amendment or cancellation
  2 13 or of any judicial decree of amendment or cancellation shall
  2 14 be delivered for filing and recording as provided in this
  2 15 subsection.  The secretary of state may accept for filing a
  2 16 document containing a copy of a signature, however made.  A
  2 17 person who executes a certificate as an agent or fiduciary
  2 18 need not exhibit evidence of that authority as a prerequisite
  2 19 to filing.  It is required that each document required to be
  2 20 filed and recorded be:
  2 21    Sec. 5.  Section 490.121, subsection 1, paragraph c, Code
  2 22 1997, is amended to read as follows:
  2 23    c.  The annual biennial report.
  2 24    Sec. 6.  Section 490.122, subsection 1, paragraph w, Code
  2 25 1997, is amended by striking the paragraph.
  2 26    Sec. 7.  Section 490.125, subsection 2, Code 1997, is
  2 27 amended to read as follows:
  2 28    2.  The secretary of state files a document by stamping or
  2 29 otherwise endorsing "filed", together with the secretary's
  2 30 name and official title and the date and time of receipt, on
  2 31 both the document and the receipt for the filing fee.  After
  2 32 filing a document, except the annual biennial report required
  2 33 by section 490.1622, and except as provided in sections
  2 34 490.503 and 490.1509, the secretary of state shall deliver the
  2 35 document, with the filing fee receipt, or acknowledgment of
  3  1 receipt if no fee is required, attached, to the domestic or
  3  2 foreign corporation or its representative.
  3  3    Sec. 8.  Section 490.128, subsection 2, paragraph d, Code
  3  4 1997, is amended to read as follows:
  3  5    d.  That its most recent annual biennial report required by
  3  6 section 490.1622 has been filed by the secretary of state.
  3  7    Sec. 9.  Section 490.140, subsection 17, Code 1997, is
  3  8 amended to read as follows:
  3  9    17.  "Principal office" means the office, in or out of this
  3 10 state, so designated in the annual biennial report, where the
  3 11 principal executive offices of a domestic or foreign
  3 12 corporation are located.
  3 13    Sec. 10.  Section 490.141, subsection 4, Code 1997, is
  3 14 amended to read as follows:
  3 15    4.  Written notice to a domestic or foreign corporation
  3 16 authorized to transact business in this state may be addressed
  3 17 to its registered agent at its registered office or to the
  3 18 corporation or its secretary at its principal office shown in
  3 19 its most recent annual biennial report or, in the case of a
  3 20 foreign corporation that has not yet delivered an annual a
  3 21 biennial report, in its application for a certificate of
  3 22 authority.
  3 23    Sec. 11.  Section 490.502, subsection 4, Code 1997, is
  3 24 amended to read as follows:
  3 25    4.  A corporation may also change its registered office or
  3 26 registered agent in its annual biennial report as provided in
  3 27 section 490.1622.
  3 28    Sec. 12.  Section 490.1101, Code 1997, is amended to read
  3 29 as follows:
  3 30    490.1101  MERGER.
  3 31    1.  One or more corporations may merge with or into another
  3 32 corporation any one or more limited liability companies or
  3 33 corporations if the board of directors of each corporation
  3 34 adopts and its shareholders, if required by section 490.1103,
  3 35 approve a plan of merger and if the members of each limited
  4  1 liability company approve a plan of merger.
  4  2    2.  The plan of merger must set forth all of the following:
  4  3    a.  The name of each corporation or limited liability
  4  4 company planning to merge and the name of the surviving
  4  5 corporation or limited liability company into which each other
  4  6 corporation or limited liability company plans to merge.
  4  7    b.  The terms and conditions of the merger.
  4  8    c.  The manner and basis of converting the shares or
  4  9 interests of each corporation or limited liability company
  4 10 into shares, obligations, or other securities of the surviving
  4 11 or any other corporation or limited liability company or into
  4 12 cash or other property in whole or part.
  4 13    3.  The plan of merger may set forth:
  4 14    a.  Restated articles or amendments to the articles of
  4 15 incorporation of the surviving corporation or restated
  4 16 articles or amendments to the articles of organization of the
  4 17 surviving limited liability company.
  4 18    b.  Other provisions relating to the merger.
  4 19    Sec. 13.  Section 490.1326, subsection 1, Code 1997, is
  4 20 amended to read as follows:
  4 21    1.  If the corporation does not take the proposed action
  4 22 within sixty one hundred eighty days after the date set for
  4 23 demanding payment and depositing share certificates, the
  4 24 corporation shall return the deposited certificates and
  4 25 release the transfer restrictions imposed on uncertificated
  4 26 shares.
  4 27    Sec. 14.  Section 490.1420, subsection 1, Code 1997, is
  4 28 amended to read as follows:
  4 29    1.  The corporation has not delivered an annual a biennial
  4 30 report to the secretary of state in a form that meets the
  4 31 requirements of section 490.1622, within sixty days after it
  4 32 is due, or has not paid the filing fee as provided in section
  4 33 490.122 determined by the secretary of state, within sixty
  4 34 days after it is due.
  4 35    Sec. 15.  Section 490.1508, subsection 3, Code 1997, is
  5  1 amended to read as follows:
  5  2    3.  A corporation may also change its registered office or
  5  3 registered agent in its annual biennial report as provided in
  5  4 section 490.1622.
  5  5    Sec. 16.  Section 490.1510, subsection 2, unnumbered
  5  6 paragraph 1, Code 1997, is amended to read as follows:
  5  7    A foreign corporation may be served by registered or
  5  8 certified mail, return receipt requested, addressed to the
  5  9 secretary of the foreign corporation at its principal office
  5 10 shown in its application for a certificate of authority or in
  5 11 its most recent annual biennial report if the foreign
  5 12 corporation meets any of the following conditions:
  5 13    Sec. 17.  Section 490.1530, subsection 1, Code 1997, is
  5 14 amended to read as follows:
  5 15    1.  The foreign corporation does not deliver its annual
  5 16 biennial report to the secretary of state in a form that meets
  5 17 the requirements of section 490.1622 within sixty days after
  5 18 it is due.
  5 19    Sec. 18.  Section 490.1531, subsection 4, Code 1997, is
  5 20 amended to read as follows:
  5 21    4.  The secretary of state's revocation of a foreign
  5 22 corporation's certificate of authority appoints the secretary
  5 23 of state the foreign corporation's agent for service of
  5 24 process in any proceeding based on a cause of action which
  5 25 arose during the time the foreign corporation was authorized
  5 26 to transact business in this state.  Service of process on the
  5 27 secretary of state under this subsection is service on the
  5 28 foreign corporation.  Upon receipt of process, the secretary
  5 29 of state shall mail a copy of the process to the secretary of
  5 30 the foreign corporation at its principal office shown in its
  5 31 most recent annual biennial report or in any subsequent
  5 32 communication received from the corporation stating the
  5 33 current mailing address of its principal office, or, if none
  5 34 is on file, in its application for a certificate of authority.
  5 35    Sec. 19.  Section 490.1601, subsection 5, paragraph g, Code
  6  1 1997, is amended to read as follows:
  6  2    g.  Its most recent annual biennial report delivered to the
  6  3 secretary of state under section 490.1622.
  6  4    Sec. 20.  Section 490.1622, Code 1997, is amended to read
  6  5 as follows:
  6  6    490.1622  ANNUAL BIENNIAL REPORT FOR SECRETARY 0F STATE.
  6  7    1.  Each domestic corporation, and each foreign corporation
  6  8 authorized to transact business in this state, shall deliver
  6  9 to the secretary of state for filing an annual a biennial
  6 10 report that sets forth all of the following:
  6 11    a.  The name of the corporation and the state or country
  6 12 under whose law it is incorporated.
  6 13    b.  The address of its registered office and the name of
  6 14 its registered agent at that office in this state, together
  6 15 with the consent of any new registered agent.
  6 16    c.  The address of its principal office.
  6 17    d.  The names and addresses of the president, secretary,
  6 18 treasurer, and one member of the board of directors.
  6 19    2.  Information in the annual biennial report must be
  6 20 current as of the first day of January of the year in which
  6 21 the report is due.  The annual report shall be executed on
  6 22 behalf of the corporation and signed as provided in section
  6 23 490.120 or by any other person authorized by the board of
  6 24 directors of the corporation.
  6 25    3.  The first annual biennial report shall be delivered to
  6 26 the secretary of state between January 1 and April 1 of the
  6 27 first even-numbered year following the calendar year in which
  6 28 a domestic corporation was incorporated or a foreign
  6 29 corporation was authorized to transact business.  Subsequent
  6 30 annual biennial reports must be delivered to the secretary of
  6 31 state between January 1 and April 1 of the following even-
  6 32 numbered calendar years.  A filing fee for the biennial report
  6 33 shall be determined by the secretary of state.  For purposes
  6 34 of this section, each biennial report shall contain
  6 35 information related to the two-year period immediately
  7  1 preceding the calendar year in which the report is filed.
  7  2    4.  If an annual a biennial report does not contain the
  7  3 information required by this section, the secretary of state
  7  4 shall promptly notify the reporting domestic or foreign
  7  5 corporation in writing and return the report to it for
  7  6 correction.  If the report is corrected to contain the
  7  7 information required by this section and delivered to the
  7  8 secretary of state within thirty days after the effective date
  7  9 of notice, it is deemed to be timely filed.
  7 10    5.  The secretary of state may provide for the change of
  7 11 registered office or registered agent on the form prescribed
  7 12 by the secretary of state for the annual biennial report,
  7 13 provided that the form contains the information required in
  7 14 section 490.502 or 490.1508.  If the secretary of state
  7 15 determines that an annual a biennial report does not contain
  7 16 the information required by this section but otherwise meets
  7 17 the requirements of section 490.502 or 490.1508 for the
  7 18 purpose of changing the registered office or registered agent,
  7 19 the secretary of state shall file the statement of change of
  7 20 registered office or registered agent, effective as provided
  7 21 in section 490.123, before returning the annual biennial
  7 22 report to the corporation as provided in this section.  A
  7 23 statement of change of registered office or agent pursuant to
  7 24 this subsection shall be executed by a person authorized to
  7 25 execute the annual biennial report.
  7 26    Sec. 21.  Section 490.1701, subsection 3, paragraphs a and
  7 27 b, Code 1997, are amended by striking the paragraphs and
  7 28 inserting in lieu thereof the following:
  7 29    a.  The corporation shall amend or restate its articles of
  7 30 incorporation to indicate that the corporation adopts this
  7 31 chapter and designate the address of its initial registered
  7 32 office and the name of its registered agent or agents at that
  7 33 office and, if the name of the corporation is not in
  7 34 compliance with the requirements of this chapter, change the
  7 35 name of the corporation to one complying with the requirements
  8  1 of this chapter.
  8  2    Sec. 22.  Section 490.1701, subsection 3, paragraph c,
  8  3 unnumbered paragraph 1, Code 1997, is amended to read as
  8  4 follows:
  8  5    The instrument shall be delivered to the secretary of state
  8  6 for filing and recording in the secretary of state's office,
  8  7 and shall be filed and recorded in the office of the county
  8  8 recorder.  The corporation shall at the time it files the
  8  9 instrument with the secretary of state deliver also to the
  8 10 secretary of state for filing in the secretary of state's
  8 11 office any annual biennial report which is then due.
  8 12    Sec. 23.  Section 490.1701, subsection 3, paragraph d,
  8 13 subparagraph (3), Code 1997, is amended to read as follows:
  8 14    (3)  The secretary of state shall not file the instrument
  8 15 with respect to a corporation unless at the time of filing the
  8 16 corporation is validly existing and in good standing in that
  8 17 office under the chapter under which it is incorporated.  The
  8 18 corporation shall be considered validly existing and in good
  8 19 standing for the purpose of this chapter for a period of three
  8 20 months following the expiration date of the corporation,
  8 21 provided all annual biennial reports due have been filed and
  8 22 all fees due in connection with the annual biennial reports
  8 23 have been paid.
  8 24    Sec. 24.  Section 490.1701, subsection 5, paragraphs a and
  8 25 b, Code 1997, are amended to read as follows:
  8 26    a.  The office of the corporation set forth in its first
  8 27 annual biennial report filed under this chapter shall be
  8 28 deemed its registered office until December 31, 1990, or until
  8 29 it files a designation of registered office with the secretary
  8 30 of state, whichever is earlier.
  8 31    b.  The person signing the first annual biennial report of
  8 32 the corporation filed under this chapter shall be deemed the
  8 33 registered agent until December 31, 1990, or a statement
  8 34 designating a registered agent has been filed with the
  8 35 secretary of state, whichever is earlier.
  9  1    Sec. 25.  Section 496C.21, subsection 1, Code 1997, is
  9  2 amended to read as follows:
  9  3    1.  The name and address of each one shareholder.
  9  4    Sec. 26.  Section 497.22, Code 1997, is amended by striking
  9  5 the section and inserting in lieu thereof the following:
  9  6    497.22  BIENNIAL REPORT.
  9  7    Sections 504A.83 and 504A.84 apply to a cooperative
  9  8 association organized under this chapter in the same manner as
  9  9 those sections apply to a corporation organized under chapter
  9 10 504A.  In addition to the information required to be set forth
  9 11 in the biennial report under section 504A.83, the cooperative
  9 12 association shall also set forth the total amount of business
  9 13 transacted, number of members, total expense of operation,
  9 14 total amount of indebtedness, and total profits or losses for
  9 15 each calendar or fiscal year of the two-year period which
  9 16 ended immediately preceding the first day of January of the
  9 17 year in which the report is filed.
  9 18    A cooperative association which fails to comply with this
  9 19 section before April 1 of the year in which the report is due
  9 20 is subject to a penalty of ten dollars.
  9 21    Sec. 27.  Section 497.25, Code 1997, is amended to read as
  9 22 follows:
  9 23    497.25  NOTICE TO DELINQUENTS.
  9 24    On or before the first day of May of the year the report is
  9 25 due the secretary of state shall send by registered mail to
  9 26 each delinquent and to each of its officers, as may be
  9 27 disclosed by the latest records on file in the office of the
  9 28 secretary of state, association a notice of such delinquency
  9 29 and of the penalties provided in section 497.22.
  9 30    Sec. 28.  Section 498.24, Code 1997, is amended by striking
  9 31 the section and inserting in lieu thereof the following:
  9 32    498.24  BIENNIAL REPORT.
  9 33    Sections 504A.83 and 504A.84 apply to a cooperative
  9 34 association organized under this chapter in the same manner as
  9 35 those sections apply to a corporation organized under chapter
 10  1 504A.  In addition to the information required to be set forth
 10  2 in the biennial report under section 504A.83, the cooperative
 10  3 association shall also set forth the total amount of business
 10  4 transacted, number of members, total expense of operation,
 10  5 total amount of indebtedness, and total profits or losses for
 10  6 each calendar or fiscal year of the two-year period which
 10  7 ended immediately preceding the first day of January of the
 10  8 year in which the report is filed.
 10  9    A cooperative association which fails to comply with this
 10 10 section before April 1 of the year in which the report is due
 10 11 is subject to a penalty of ten dollars.
 10 12    Sec. 29.  Section 498.27, Code 1997, is amended to read as
 10 13 follows:
 10 14    498.27  NOTICE TO DELINQUENTS.
 10 15    On or before the first day of May of the year the report is
 10 16 due the secretary of state shall send by certified mail to
 10 17 each delinquent and to each of its officers, as may be
 10 18 disclosed by the latest records on file in the office of the
 10 19 secretary of state, association a notice of such delinquency
 10 20 and of the penalties provided in section 498.24.
 10 21    Sec. 30.  Section 499.45, Code 1997, is amended to read as
 10 22 follows:
 10 23    499.45  FEES.
 10 24    A fee of twenty dollars shall be paid to the secretary of
 10 25 state upon filing articles of incorporation, amendments, or
 10 26 renewals.
 10 27    Except as provided in this section, the association shall
 10 28 pay the fees prescribed by section 490.122 when the documents
 10 29 described in that section are delivered to the secretary of
 10 30 state for filing.
 10 31    Sec. 31.  Section 499.49, Code 1997, is amended by striking
 10 32 the section and inserting in lieu thereof the following:
 10 33    499.49  BIENNIAL REPORT.
 10 34    Sections 504A.83 and 504A.84 apply to a cooperative
 10 35 organized under this chapter in the same manner as those
 11  1 sections apply to a corporation organized under chapter 504A.
 11  2 In addition to the information required to be set forth in the
 11  3 biennial report under section 504A.83, the cooperative shall
 11  4 also set forth the number of members of the cooperative, the
 11  5 percentage of the cooperative's business done with or for its
 11  6 own members during each of the fiscal or calendar years of the
 11  7 preceding two-year period, the percentage of the cooperative's
 11  8 business done with or for each class of nonmembers specified
 11  9 in section 499.3, and any other information deemed necessary
 11 10 by the secretary of state to advise the secretary whether the
 11 11 cooperative is actually functioning as a cooperative.
 11 12    Sec. 32.  Section 499.76, subsection 1, Code 1997, is
 11 13 amended by striking the subsection.
 11 14    Sec. 33.  Section 499.78, subsection 1, paragraph b, Code
 11 15 1997, is amended to read as follows:
 11 16    b.  State that the ground or grounds for dissolution either
 11 17 did not exist or have been eliminated.
 11 18    Sec. 34.  Section 501.103, Code 1997, is amended to read as
 11 19 follows:
 11 20    501.103  PERMISSIBLE MEMBERS – LIMITED FARMING ACTIVITIES.
 11 21    1.  Notwithstanding section 9H.4, any person or entity,
 11 22 subject to the limitations set forth in section 501.305, and
 11 23 subject to the cooperative's articles and bylaws, is permitted
 11 24 to own stock, including voting stock, in a cooperative.
 11 25    1. 2.  Notwithstanding section 9H.4, a cooperative may,
 11 26 directly or indirectly, acquire or otherwise obtain or lease
 11 27 agricultural land in this state, for as long as the
 11 28 cooperative continues to meet the following requirements:
 11 29    a.  Farming entities own sixty percent of the stock and are
 11 30 eligible to cast sixty percent of the votes at member
 11 31 meetings.
 11 32    b.  Authorized persons own at least seventy-five percent of
 11 33 the stock and are eligible to cast at least seventy-five
 11 34 percent of the votes at member meetings.
 11 35    c.  The cooperative does not, either directly or
 12  1 indirectly, acquire or otherwise obtain or lease agricultural
 12  2 land, if the total agricultural land either directly or
 12  3 indirectly owned or leased by the cooperative would then
 12  4 exceed six hundred forty acres.
 12  5    2. 3.  A cooperative that claims that it is exempt from the
 12  6 restrictions of section 9H.4 pursuant to subsection 1 2 shall
 12  7 file an annual report with the secretary of state on or before
 12  8 March 31 of each year on forms supplied by the secretary of
 12  9 state.  The report shall be signed by the president or the
 12 10 vice president of the cooperative and shall contain the
 12 11 following:
 12 12    a.  The cooperative's name and address.
 12 13    b.  A certification that the cooperative meets both of the
 12 14 requirements of subsection 1 2.
 12 15    c.  The number of acres of agricultural land owned, leased,
 12 16 or held by the cooperative, including the following:
 12 17    (1)  The total number of acres in the state.
 12 18    (2)  The number of acres in each county identified by
 12 19 county name.
 12 20    (3)  The number of acres owned.
 12 21    (4)  The number of acres leased.
 12 22    (5)  The number of acres held other than by ownership or
 12 23 lease.
 12 24    (6)  The number of acres used for the production of row
 12 25 crops.
 12 26    3. 4.  The president or the vice president of the
 12 27 cooperative who falsifies a report shall be is guilty of
 12 28 perjury as provided in section 720.2.
 12 29    4. 5.  In the event of a transfer of stock by operation of
 12 30 law as a result of death, divorce, bankruptcy, or pursuant to
 12 31 a security interest, the cooperative may disregard the
 12 32 transfer for purposes of determining compliance with
 12 33 subsection 1 2 for a period of two years after the transfer.
 12 34    Sec. 35.  Section 504A.9, subsection 6, unnumbered
 12 35 paragraphs 5 and 6, Code 1997, are amended to read as follows:
 13  1    Any registered agent of a corporation may resign as such
 13  2 agent upon filing a written notice thereof of the resignation,
 13  3 executed in duplicate, with the secretary of state, who shall
 13  4 record one copy and forthwith mail the other copy thereof of
 13  5 the notice of resignation to the corporation in care of an
 13  6 officer, who is not the resigning registered agent, at the
 13  7 address of such officer as shown by the most recent annual
 13  8 biennial report of the corporation.  The appointment of such
 13  9 agent shall terminate upon the expiration of thirty days after
 13 10 receipt of such notice by the secretary of state.
 13 11    The secretary of state may provide for the change of
 13 12 registered office or registered agent on the form prescribed
 13 13 by the secretary of state for the annual biennial report
 13 14 pursuant to section 504A.83, provided that the form contains
 13 15 the information required in this section.  If the secretary of
 13 16 state determines that an annual a biennial report does not
 13 17 contain the information required by section 504A.83 but
 13 18 otherwise meets the requirements of this section for the
 13 19 purpose of changing the registered office or registered agent,
 13 20 the secretary of state shall file the statement of change of
 13 21 registered office or registered agent before returning the
 13 22 annual biennial report to the corporation pursuant to section
 13 23 504A.84.  A statement of change of registered office or
 13 24 registered agent pursuant to this paragraph shall be executed
 13 25 by a person authorized to execute the annual biennial report.
 13 26    Sec. 36.  Section 504A.32, subsection 2, Code 1997, is
 13 27 amended to read as follows:
 13 28    2.  Except for a statement of change of registered office
 13 29 or registered agent filed pursuant to section 504A.9 or
 13 30 504A.73, and an annual a biennial report filed pursuant to
 13 31 section 504A.83, any instrument required to be filed and
 13 32 recorded in the office of the secretary of state only, shall
 13 33 be returned by the secretary to the corporation or its
 13 34 representative.
 13 35    Sec. 37.  Section 504A.36, subsection 1, Code 1997, is
 14  1 amended to read as follows:
 14  2    1.  The name of the corporation and the effective date of
 14  3 its incorporation; and its original name if different from the
 14  4 present name.
 14  5    Sec. 38.  Section 504A.39, subsection 4, paragraph e,
 14  6 unnumbered paragraph 2, Code 1997, is amended to read as
 14  7 follows:
 14  8    The restated articles of incorporation shall also set forth
 14  9 a statement that they correctly set forth the provisions of
 14 10 the articles of incorporation as theretofore or thereby
 14 11 amended, and that they have been duly adopted as required by
 14 12 law and that they supersede the original articles of
 14 13 incorporation and all amendments thereto.
 14 14    Sec. 39.  Section 504A.53, Code 1997, is amended to read as
 14 15 follows:
 14 16    504A.53  INVOLUNTARY DISSOLUTION.
 14 17    A corporation may be dissolved involuntarily by a decree of
 14 18 the district court in an action filed by the attorney general
 14 19 when it is any of the following are established that:
 14 20    1.  The corporation has failed to file its annual biennial
 14 21 report within the time required by this chapter; or.
 14 22    2.  The corporation procured its articles of incorporation
 14 23 through fraud; or.
 14 24    3.  The corporation has continued to exceed or abuse the
 14 25 authority conferred upon it by law; or.
 14 26    4.  The corporation has failed for ninety days to appoint
 14 27 and maintain a registered agent in this state; or.
 14 28    5.  The corporation has failed for ninety days after change
 14 29 of its registered agent to file in the office of the secretary
 14 30 of state a statement of such change.
 14 31    Sec. 40.  Section 504A.54, Code 1997, is amended to read as
 14 32 follows:
 14 33    504A.54  NOTIFICATION TO ATTORNEY GENERAL.
 14 34    The secretary of state, on or before the first day of
 14 35 November of each year, shall certify to the attorney general
 15  1 the names of all corporations which have failed to file their
 15  2 annual biennial reports in accordance with this chapter.  The
 15  3 secretary of state shall also certify, from time to time, the
 15  4 names of all corporations which have given other cause for
 15  5 dissolution as provided in this chapter, together with the
 15  6 facts pertinent thereto to such cause.  When the secretary of
 15  7 state certifies the name of a corporation to the attorney
 15  8 general as having given any cause for dissolution, the
 15  9 secretary of state shall concurrently mail to the corporation
 15 10 at its registered office a notice that the certification has
 15 11 been made.  Upon the receipt of the certification, the
 15 12 attorney general shall file an action in the name of the state
 15 13 against the corporation for its dissolution.  A certificate
 15 14 from the secretary of state to the attorney general pertaining
 15 15 to the failure of a corporation to file an annual a biennial
 15 16 report shall be taken and received in all courts as prima
 15 17 facie evidence of the facts therein stated in the certificate.
 15 18    If, before action is filed, the corporation files its
 15 19 annual biennial report, or appoints or maintains a registered
 15 20 agent as provided in this chapter, or files with the secretary
 15 21 of state the required statement of change of registered agent,
 15 22 that fact shall be forthwith certified by the secretary of
 15 23 state to the attorney general and the attorney general shall
 15 24 not file an action against the corporation for such cause.
 15 25 If, after action is filed, the corporation files its annual
 15 26 biennial report, or appoints or maintains a registered agent
 15 27 as provided in this chapter, or files with the secretary of
 15 28 state the required statement of change of registered agent,
 15 29 and pays the costs of the action, the action for such cause
 15 30 shall abate.
 15 31    Sec. 41.  Section 504A.73, unnumbered paragraph 5, Code
 15 32 1997, is amended to read as follows:
 15 33    The secretary of state may provide for the change of
 15 34 registered office or registered agent on the form prescribed
 15 35 by the secretary of state for the annual biennial report
 16  1 pursuant to section 504A.83, provided that the form contains
 16  2 the information required in this section.  If the secretary of
 16  3 state determines that an annual a biennial report does not
 16  4 contain the information required by section 504A.83 but
 16  5 otherwise meets the requirements of this section for the
 16  6 purpose of changing the registered office or registered agent,
 16  7 the secretary of state shall file the statement of change of
 16  8 registered office or registered agent before returning the
 16  9 annual biennial report to the corporation pursuant to section
 16 10 504A.84.  A statement of change of registered office or
 16 11 registered agent pursuant to this paragraph shall be executed
 16 12 by a person authorized to execute the annual biennial report.
 16 13    Sec. 42.  Section 504A.80, Code 1997, is amended to read as
 16 14 follows:
 16 15    504A.80  REVOCATION OF CERTIFICATE OF AUTHORITY.
 16 16    The certificate of authority of a foreign corporation to
 16 17 conduct affairs in this state may be revoked by the secretary
 16 18 of state upon the conditions prescribed in this section when
 16 19 upon the occurrence of any of the following:
 16 20    1.  The corporation has failed to file its annual biennial
 16 21 report within the time required by this chapter, or has failed
 16 22 to pay any fees or penalties prescribed by this chapter when
 16 23 the same fees or penalties have become due and payable; or.
 16 24    2.  The corporation has failed to appoint and maintain a
 16 25 registered agent in this state as required by this chapter;
 16 26 or.
 16 27    3.  The corporation has failed, after change of its
 16 28 registered office or registered agent, to file in the office
 16 29 of the secretary of state a statement of such change as
 16 30 required by this chapter; or.
 16 31    4.  A misrepresentation has been made of any material
 16 32 matter in any application, report, affidavit, or other
 16 33 document submitted by such the corporation pursuant to this
 16 34 chapter.
 16 35    A certificate of authority of a foreign corporation shall
 17  1 not be revoked by the secretary of state unless the secretary
 17  2 has given the corporation not less than sixty days' notice by
 17  3 mail addressed to the principal office of the corporation in
 17  4 the state or country under the laws of which it is
 17  5 incorporated, and the corporation fails prior to revocation to
 17  6 file the annual biennial report, or pay the fees or penalties,
 17  7 or file the required statement of change of registered agent
 17  8 or registered office, or correct the misrepresentation.
 17  9    Sec. 43.  Section 504A.83, Code 1997, is amended to read as
 17 10 follows:
 17 11    504A.83  ANNUAL BIENNIAL REPORT OF DOMESTIC AND FOREIGN
 17 12 CORPORATIONS.
 17 13    Each domestic corporation, and each foreign corporation
 17 14 authorized to conduct affairs in this state, shall file,
 17 15 within the time prescribed by this chapter, an annual a
 17 16 biennial report setting forth:
 17 17    1.  The name of the corporation and the state or country
 17 18 under the laws of which it is incorporated.
 17 19    2.  The address of the registered office of the corporation
 17 20 in this state, and the name of its registered agent or agents
 17 21 in this state at such address, and, in the case of a foreign
 17 22 corporation, the address of its principal office in the state
 17 23 or country under the laws of which it is incorporated.
 17 24    3.  A brief statement of the character of the affairs which
 17 25 the corporation is actually conducting, or, in the case of a
 17 26 foreign corporation, which the corporation is actually
 17 27 conducting in this state.
 17 28    4. 3.  The names and respective addresses of the directors
 17 29 and officers of the corporation president, secretary,
 17 30 treasurer, and one member of the board of directors.
 17 31    The annual biennial report shall be made on forms
 17 32 prescribed and furnished by the secretary of state, and the
 17 33 information contained in the report shall be given as of the
 17 34 date of the execution of the report.  It shall be executed by
 17 35 the corporation by a representative duly authorized by the
 18  1 board of directors, or, if the corporation is in the hands of
 18  2 a receiver, trustee, or assignee for benefit of creditors, it
 18  3 shall be executed on behalf of the corporation by the
 18  4 receiver, trustee, or assignee.
 18  5    Sec. 44.  Section 504A.84, Code 1997, is amended to read as
 18  6 follows:
 18  7    504A.84  FILING OF ANNUAL BIENNIAL REPORT OF DOMESTIC AND
 18  8 FOREIGN CORPORATIONS.
 18  9    The annual report of a domestic or foreign corporation
 18 10 shall be delivered to the secretary of state for filing in the
 18 11 secretary of state's office between the first day of May and
 18 12 the thirty-first day of July of each year, except that the
 18 13 first annual report of a domestic or foreign corporation shall
 18 14 be filed between the first day of May and the thirty-first day
 18 15 of July of the year succeeding the calendar year in which its
 18 16 certificate of incorporation or its certificate of authority,
 18 17 as the case may be, was issued by the secretary of state.  The
 18 18 first biennial report of a domestic or foreign corporation
 18 19 shall be delivered to the secretary of state between January 1
 18 20 and April 1 of the first odd-numbered year following the
 18 21 calendar year in which a domestic corporation was incorporated
 18 22 or a foreign corporation was authorized to transact business.
 18 23 Subsequent biennial reports must be delivered to the secretary
 18 24 of state between January 1 and April 1 of the following odd-
 18 25 numbered calendar years.  A filing fee for the biennial report
 18 26 shall be determined by the secretary of state.  For purposes
 18 27 of this section, each biennial report shall contain
 18 28 information related to the two-year period immediately
 18 29 preceding the calendar year in which the report is filed.
 18 30    The report shall be deemed filed within the required time
 18 31 if deposited in the United States mail with postage prepaid in
 18 32 a sealed envelope, properly addressed and postmarked on or
 18 33 prior to the thirty-first day of July March of the year the
 18 34 report is due.  If the secretary of state finds that the
 18 35 report conforms to the requirements of this chapter, the
 19  1 secretary shall file the report.  If the secretary of state
 19  2 finds that it does not so conform, the secretary shall
 19  3 promptly return the report to the corporation for any
 19  4 necessary corrections, in which event the penalties prescribed
 19  5 for failure to file the report within the time provided shall
 19  6 not apply, if the report is corrected to conform to the
 19  7 requirements of this chapter, and is resubmitted to the
 19  8 secretary of state within thirty days from the date on which
 19  9 it was mailed to the corporation by the secretary of state.
 19 10 If a biennial report does not contain the information required
 19 11 by this section, the secretary of state shall promptly notify
 19 12 the reporting domestic or foreign corporation in writing and
 19 13 return the report to the corporation for correction.
 19 14    Sec. 45.  Section 504A.87, subsection 2, Code 1997, is
 19 15 amended to read as follows:
 19 16    2.  The corporation has not delivered an annual a biennial
 19 17 report to the secretary of state in a form that meets the
 19 18 requirements of section 504A.83, within sixty days after it is
 19 19 due.
 19 20    Sec. 46.  Section 504A.100, subsection 3, paragraph d, Code
 19 21 1997, is amended to read as follows:
 19 22    d.  As to foreign corporations, such instrument shall be
 19 23 delivered to the secretary of state for filing in the
 19 24 secretary of state's office and the corporation shall at the
 19 25 same time deliver also to the secretary of state for filing in
 19 26 the secretary of state's office any annual biennial report
 19 27 which is then due.
 19 28    Sec. 47.  Section 504A.100, subsection 8, Code 1997, is
 19 29 amended to read as follows:
 19 30    8.  Within eight months after this chapter becomes
 19 31 applicable to any foreign corporation pursuant to the
 19 32 provisions of subsection 7 of this section, the board of
 19 33 directors of such foreign corporation shall adopt a resolution
 19 34 designating the address of its registered office in this state
 19 35 and the name of its registered agent or agents at such address
 20  1 and, if the name of such the corporation does not comply with
 20  2 this chapter, setting forth the name of the corporation with
 20  3 the changes which it the board elects to make therein to the
 20  4 name conforming to the requirements of this chapter for use in
 20  5 this state.
 20  6    Upon adoption of the required resolution or resolutions, an
 20  7 instrument or instruments shall be executed by the foreign
 20  8 corporation by its president or a vice president and by its
 20  9 secretary or assistant secretary and verified by one of the
 20 10 officers signing such instrument, which shall set forth the
 20 11 name of the corporation, each resolution adopted as required
 20 12 by the provisions of this subsection, and the date of the
 20 13 adoption thereof of each resolution.  Such The instrument
 20 14 shall be delivered to the secretary of state for filing in the
 20 15 secretary of state's office.  Upon the filing of such
 20 16 instrument by a foreign corporation the secretary of state
 20 17 shall issue a certificate as to the filing of such the
 20 18 instrument and deliver such the certificate to the corporation
 20 19 or its representative.  The secretary of state shall not file
 20 20 any annual biennial report of any foreign corporation subject
 20 21 to the provisions of this subsection unless and until said the
 20 22 corporation has fully complied with the provisions of this
 20 23 paragraph and, in such event, such the foreign corporation
 20 24 shall be is subject to the penalties prescribed in this
 20 25 chapter for failure to file such the report within the time as
 20 26 provided therefor in this chapter.
 20 27    Sec. 48.  Section 504A.100, subsection 9, Code 1997, is
 20 28 amended by striking the subsection.
 20 29    Sec. 49.  Sections 499.50 and 504A.54, Code 1997, are
 20 30 repealed.  
 20 31 
 20 32 
 20 33                                                             
 20 34                               RON J. CORBETT
 20 35                               Speaker of the House
 21  1 
 21  2 
 21  3                                                             
 21  4                               MARY E. KRAMER
 21  5                               President of the Senate
 21  6 
 21  7    I hereby certify that this bill originated in the House and
 21  8 is known as House File 637, Seventy-seventh General Assembly.
 21  9 
 21 10 
 21 11                                                             
 21 12                               ELIZABETH ISAACSON
 21 13                               Chief Clerk of the House
 21 14 Approved                , 1997
 21 15 
 21 16 
 21 17                         
 21 18 TERRY E. BRANSTAD
 21 19 Governor
     
Text: HF00636                           Text: HF00638
Text: HF00600 - HF00699                 Text: HF Index
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