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Senate File 116

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Bill Text

PAG LIN
  1  1                                           SENATE FILE 116
  1  2 
  1  3                             AN ACT
  1  4 RELATING TO THE APPOINTMENT AND RESIGNATION OF REGISTERED
  1  5    AGENTS OF CORPORATIONS, LIMITED LIABILITY COMPANIES, AND
  1  6    PARTNERSHIPS AND THEIR REGISTERED OFFICES.
  1  7 
  1  8 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
  1  9 
  1 10    Section 1.  Section 487.104, subsection 3, Code 1997, is
  1 11 amended to read as follows:
  1 12    3.  An agent for service of process may resign as agent
  1 13 upon by signing and delivering to the secretary of state an
  1 14 original statement of resignation for filing and recording in
  1 15 accordance with section 487.206 a written notice of
  1 16 resignation, executed in duplicate, with the secretary of
  1 17 state.  The secretary of state shall forthwith mail agent
  1 18 shall send a copy of the statement of resignation by certified
  1 19 mail to the limited partnership at its principal place of
  1 20 business.  The agent shall certify to the secretary of state
  1 21 that the copy has been sent to the limited partnership,
  1 22 including the date the copy was sent.  The appointment of the
  1 23 agent terminates upon the expiration of thirty days after
  1 24 receipt of the notice by on the date on which the statement is
  1 25 filed by the secretary of state.
  1 26    Sec. 2.  Section 487.104A, subsection 1, paragraphs b and
  1 27 d, Code 1997, are amended by striking the paragraphs.
  1 28    Sec. 3.  Section 487.902, subsection 5, Code 1997, is
  1 29 amended to read as follows:
  1 30    5.  A statement that the secretary of state is the agent of
  1 31 the foreign limited partnership for service of process if the
  1 32 registered agent has resigned and an agent has not been
  1 33 appointed under subsection 4 or, if appointed, the agent's
  1 34 authority has been revoked, or if the agent cannot be found or
  1 35 served with the exercise of reasonable diligence.
  2  1    Sec. 4.  Section 487.909, Code 1997, is amended to read as
  2  2 follows:
  2  3    487.909  RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
  2  4    An agent for service of process of a foreign limited
  2  5 partnership may resign as agent upon filing a written notice
  2  6 of the resignation, executed in duplicate, with the secretary
  2  7 of state by signing and delivering to the secretary of state
  2  8 an original statement of resignation for filing in accordance
  2  9 with section 487.206.  The secretary of state agent shall
  2 10 forthwith mail send a copy of the statement of resignation by
  2 11 certified mail to the foreign limited partnership at its
  2 12 principal office or office required to be maintained in the
  2 13 state of its organization place of business.  The agent shall
  2 14 certify to the secretary of state that the copy has been sent
  2 15 to the limited partnership, including the date the copy was
  2 16 sent.  The appointment of the agent terminates upon the
  2 17 expiration of thirty days after receipt of the notice by on
  2 18 the date on which the statement is filed by the secretary of
  2 19 state.
  2 20    Sec. 5.  NEW SECTION.  487.911  CHANGE OF REGISTERED OFFICE
  2 21 OR REGISTERED AGENT.
  2 22    1.  A foreign limited partnership may change its registered
  2 23 office or registered agent by delivering to the secretary of
  2 24 state for filing a statement of change that sets forth all of
  2 25 the following:
  2 26    a.  The name of the foreign limited partnership.
  2 27    b.  If the current registered office is to be changed, the
  2 28 street address of the new registered office.
  2 29    c.  If the current registered agent is to be changed, the
  2 30 name of the new registered agent and the new agent's written
  2 31 consent to the appointment, either on the statement or
  2 32 attached to the statement.
  2 33    d.  That after the change or changes are made, the street
  2 34 addresses of its registered office and the business office of
  2 35 its registered agent will be identical.
  3  1    2.  If a registered agent changes the street address of the
  3  2 registered agent's business office, the registered agent may
  3  3 change the street address of the registered office of any
  3  4 foreign limited partnership for which the person is the
  3  5 registered agent by notifying the foreign limited partnership
  3  6 in writing of the change and signing, either manually or in
  3  7 facsimile, and delivering to the secretary of state for filing
  3  8 a statement that complies with the requirements of subsection
  3  9 1 and recites that the foreign limited partnership has been
  3 10 notified of the change.
  3 11    3.  If a registered agent changes the registered agent's
  3 12 business address to another place, the registered agent may
  3 13 change the business address and the address of the registered
  3 14 agent by filing a statement as required in subsection 2 for
  3 15 each foreign limited partnership, or a single statement for
  3 16 all foreign limited partnerships named in the notice, except
  3 17 that the statement need be signed only by the registered agent
  3 18 or agents and need not be responsive to subsection 1,
  3 19 paragraph "c", and must recite that a copy of the statement
  3 20 has been mailed to each foreign limited partnership named in
  3 21 the notice.
  3 22    4.  A document delivered to the secretary of state for the
  3 23 purpose of changing a foreign limited partnership's registered
  3 24 agent or registered office may be executed by a general
  3 25 partner.
  3 26    Sec. 6.  Section 490.1701, subsection 3, paragraph c,
  3 27 unnumbered paragraph 2, Code 1997, is amended to read as
  3 28 follows:
  3 29    If the county of the initial registered office as stated in
  3 30 the instrument is one which is other than the county where the
  3 31 principal place of business of the corporation, as designated
  3 32 in its articles of incorporation, was located, the secretary
  3 33 of state corporation shall forward also to the county recorder
  3 34 of the county in which the principal place of business of the
  3 35 corporation was located a copy of the instrument and the
  4  1 secretary of state corporation shall forward to the recorder
  4  2 of the county in which the initial registered office of the
  4  3 corporation is located, in addition to a copy of the original
  4  4 of the instrument, a copy of the articles of incorporation of
  4  5 the corporation together with all amendments to them as then
  4  6 on file in the secretary of state's office.  The corporation
  4  7 shall, through an officer or director, certify to the
  4  8 secretary of state that a copy has been sent to each
  4  9 applicable county recorder, including the date each copy was
  4 10 sent.
  4 11    Sec. 7.  Section 490A.502, subsection 1, paragraphs b and
  4 12 d, Code 1997, are amended by striking the paragraphs.
  4 13    Sec. 8.  Section 490A.502, Code 1997, is amended by adding
  4 14 the following new subsection:
  4 15    NEW SUBSECTION.  4.  The change of address of a registered
  4 16 office or the change of registered agent becomes effective
  4 17 upon the filing of such statement by the secretary of state.
  4 18    Sec. 9.  Section 490A.503, Code 1997, is amended to read as
  4 19 follows:
  4 20    490A.503  RESIGNATION OF REGISTERED AGENT.
  4 21    1.  A registered agent may resign the agent's agency
  4 22 appointment by signing and delivering to the secretary of
  4 23 state for filing the signed an original and two exact copies
  4 24 or conformed copies of a statement of resignation.  The
  4 25 statement may include a statement that the registered office
  4 26 is also discontinued.  After filing the statement the
  4 27 secretary of state The registered agent shall mail one send a
  4 28 copy of the statement of resignation to the registered office,
  4 29 if not discontinued, and the other copy to the limited
  4 30 liability company at its principal office.  The agent shall
  4 31 certify to the secretary of state that the copy has been sent
  4 32 to the limited liability company, including the date the copy
  4 33 was sent.
  4 34    2.  The agency appointment is terminated, and the
  4 35 registered office discontinued if so provided, on the thirty-
  5  1 first day after the date on which the statement was is filed
  5  2 by the secretary of state.
  5  3    Sec. 10.  Section 504A.9, Code 1997, is amended to read as
  5  4 follows:
  5  5    504A.9  CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.
  5  6    1.  A corporation may change its registered office or
  5  7 change its registered agent or agents, or both office and
  5  8 agent or agents upon filing in the office of by delivering to
  5  9 the secretary of state for filing a statement setting of
  5 10 change that sets forth all of the following:
  5 11    1. a.  The name of the corporation.
  5 12    2.  The address of its then registered office.
  5 13    3. b.  If the address of its current registered office is
  5 14 to be changed, the street address to which of the new
  5 15 registered office is to be changed.
  5 16    4.  The name of its then registered agent or agents.
  5 17    5. c.  If its the current registered agent or agents are is
  5 18 to be changed, the name of its successor new registered agent
  5 19 or agents, and the new agent's or agents' written consent to
  5 20 the appointment, either on the statement, or by attaching the
  5 21 agent's or agents' consent to the appointment or attached to
  5 22 the statement.
  5 23    6. d.  That after the change or changes are made, the
  5 24 address street addresses of its registered office and the
  5 25 address of the business office of its registered agent or
  5 26 agents, as changed, will be identical.
  5 27    2.  The statement shall be delivered to the secretary of
  5 28 state for filing and recording in the secretary of state's
  5 29 office.
  5 30    3.  If a registered agent or agents change changes the
  5 31 agent's or agents' business address to another place within
  5 32 the same county, the agent or agents may change the address of
  5 33 the registered office of any corporations of which that person
  5 34 is a registered agent by filing a statement as required above
  5 35 in subsection 1 for each corporation, or a single statement
  6  1 for all corporations named therein in the statement, except
  6  2 that it the statement need be signed only by the registered
  6  3 agent or agents and need not be responsive to subsection 5
  6  4 above 1, paragraph "c", and but must recite that notification
  6  5 of such change has been mailed to each such corporation named
  6  6 in the statement.
  6  7    4.  The change of address of registered office or the
  6  8 change of registered agent or agents or both registered office
  6  9 and agent or agents, as the case may be, shall become becomes
  6 10 effective upon the filing of such statement by the secretary
  6 11 of state.
  6 12    5.  Any A registered agent of a corporation may resign as
  6 13 such agent upon by signing and delivering to the secretary of
  6 14 state for filing a written notice thereof, executed in
  6 15 duplicate, with the secretary of state, who shall record one
  6 16 copy and forthwith mail the other copy thereof to the
  6 17 corporation in care of an officer, who is not the resigning
  6 18 registered agent, at the address of such officer as shown by
  6 19 the most recent annual report of the corporation an original
  6 20 statement of resignation.  The statement of resignation may
  6 21 also include a statement that the registered office is also
  6 22 discontinued.  The registered agent shall send a copy of the
  6 23 statement of resignation by certified mail to the corporation
  6 24 at its principal office and to the registered office, if the
  6 25 registered office is not discontinued.  The appointment of
  6 26 such the agent shall terminate upon the expiration of thirty
  6 27 days after receipt of such notice by terminates on the date on
  6 28 which the statement is filed by the secretary of state.  If
  6 29 the statement of resignation contains a statement that the
  6 30 registered office is discontinued, such office is discontinued
  6 31 on the date on which the statement of resignation is filed by
  6 32 the secretary of state.
  6 33    6.  The secretary of state may provide for the change of
  6 34 registered office or registered agent on the form prescribed
  6 35 by the secretary of state for the annual report pursuant to
  7  1 section 504A.83, provided that the form contains the
  7  2 information required in this section.  If the secretary of
  7  3 state determines that an annual report does not contain the
  7  4 information required by section 504A.83 but otherwise meets
  7  5 the requirements of this section for the purpose of changing
  7  6 the registered office or registered agent, the secretary of
  7  7 state shall file the statement of change of registered office
  7  8 or registered agent before returning the annual report to the
  7  9 corporation pursuant to section 504A.84.  A statement of
  7 10 change of registered office or registered agent pursuant to
  7 11 this paragraph shall be executed by a person authorized to
  7 12 execute the annual report.  
  7 13 
  7 14                                                             
  7 15                               MARY E. KRAMER
  7 16                               President of the Senate
  7 17 
  7 18 
  7 19                                                             
  7 20                               RON J. CORBETT
  7 21                               Speaker of the House
  7 22 
  7 23    I hereby certify that this bill originated in the Senate and
  7 24 is known as Senate File 116, Seventy-seventh General Assembly.
  7 25 
  7 26 
  7 27                                                             
  7 28                               MARY PAT GUNDERSON
  7 29                               Secretary of the Senate
  7 30 Approved                , 1997
  7 31 
  7 32 
  7 33                         
  7 34 TERRY E. BRANSTAD
  7 35 Governor
     
Text: SF00115                           Text: SF00117
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