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PAG LIN 1 1 Section 1. Section 9A.4, Code 1997, is amended by striking 1 2 the subsection and inserting in lieu thereof the following: 1 3 9A.4 REGISTERED AGENT REQUIRED. 1 4 1. REGISTERED OFFICE AND REGISTERED AGENT OF ATHLETE 1 5 AGENT. A person registered under this chapter as an athlete 1 6 agent must continuously maintain in this state both of the 1 7 following: 1 8 a. A registered office that may be the same as any of its 1 9 places of business. 1 10 b. A registered agent, who may be any of the following: 1 11 (1) An individual who resides in this state and whose 1 12 business office is identical with the registered office. 1 13 (2) A domestic corporation or not-for-profit domestic 1 14 corporation whose business office is identical with the 1 15 registered office. 1 16 (3) A foreign corporation or foreign not-for-profit 1 17 corporation authorized to transact business in this state 1 18 whose business office is identical with the registered office. 1 19 2. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF 1 20 ATHLETE AGENT. 1 21 a. A person registered under this chapter as an athlete 1 22 agent may change such person's registered office or registered 1 23 agent by delivering to the secretary of state for filing a 1 24 statement of change that sets forth: 1 25 (1) The athlete agent's name. 1 26 (2) If the current registered office is to be changed, the 1 27 street address of its new registered office. 1 28 (3) If the current registered agent is to be changed, the 1 29 name of its new registered agent and the new agent's written 1 30 consent, either on the statement or attached to it, to the 1 31 appointment. 1 32 (4) That after the change or changes are made, the street 1 33 addresses of its registered office and the business office of 1 34 its registered agent will be identical. 1 35 b. If a registered agent changes the street address of the 2 1 registered agent's business office, the registered agent may 2 2 change the street address of the registered office of an 2 3 athlete agent for which the agent is the registered agent by 2 4 notifying the athlete agent in writing of the change and 2 5 signing, either manually or in facsimile, and delivering to 2 6 the secretary of state for filing a statement of change that 2 7 complies with the requirements of subsection 1 and recites 2 8 that the athlete agent has been notified of the change. 2 9 3. RESIGNATION OF REGISTERED AGENT OF ATHLETE AGENT. 2 10 a. The registered agent of an athlete agent may resign the 2 11 agency appointment by signing and delivering to the secretary 2 12 of state for filing the signed original statement of 2 13 resignation. The statement of resignation may include a 2 14 statement that the registered office is also discontinued. 2 15 The registered agent shall send a copy of the statement of 2 16 resignation by certified mail to the athlete agent at such 2 17 agent's principal office and to the registered office, if not 2 18 discontinued. The registered agent shall certify to the 2 19 secretary of state that the copies have been sent to the 2 20 athlete agent, including the date the copies were sent. 2 21 b. The agency appointment is terminated, and the 2 22 registered office discontinued if so provided, on the date on 2 23 which the statement is filed. 2 24 4. SERVICE ON ATHLETE AGENT. 2 25 a. The registered agent of an athlete agent authorized to 2 26 transact business in this state is the athlete agent's agent 2 27 for service of process, notice, or demand required or 2 28 permitted by law to be served on the athlete agent. 2 29 b. An athlete agent may be served by registered or 2 30 certified mail, return receipt requested, addressed to the 2 31 athlete agent at its principal office shown in its 2 32 registration certificate, if the athlete agent meets either of 2 33 the following conditions: 2 34 (1) Has no registered agent or its registered agent cannot 2 35 with reasonable diligence be served. 3 1 (2) Has withdrawn from transacting business in this state. 3 2 c. Service is perfected under paragraph "b" at the 3 3 earliest of the following: 3 4 (1) The date the athlete agent receives the mail. 3 5 (2) The date shown on the return receipt, if signed on 3 6 behalf of the athlete agent. 3 7 (3) Five days after its deposit in the United States mail, 3 8 as evidenced by the postmark, if mailed postpaid and correctly 3 9 addressed. 3 10 d. An athlete agent may also be served in any other manner 3 11 permitted by law. 3 12 Sec. 2. Section 9D.3, subsection 3, Code 1997, is amended 3 13 by striking the subsection. 3 14 Sec. 3. Section 261B.11, subsection 8, Code Supplement 3 15 1997, is amended to read as follows: 3 16 8. Schools and educational programs conducted by religious 3 17 organizations solely for the religious instruction of members 3 18 of that religious organization, so long as such programs are 3 19 solely of a religious nature. 3 20 Sec. 4. Section 490.140, subsection 10, Code Supplement 3 21 1997, is amended to read as follows: 3 22 10. "Foreign corporation" means a corporation for profit, 3 23incorporatedbusiness trust, or Massachusetts trust organized 3 24 under a law other than the law of this state. 3 25 Sec. 5. Section 490A.1512, subsection 3, Code 1997, is 3 26 amended to read as follows: 3 27 3. In order to remain a member of a professional limited 3 28 liability company, a member shall at all times be licensed to 3 29 practice inthisany state a profession which the professional 3 30 limited liability company is authorized to practice. When a 3 31 member does not have or ceases to have this qualification, the 3 32 professional limited liability company shall immediately 3 33 purchase all membership interests held by that member. 3 34 Sec. 6. Section 496C.14, unnumbered paragraph 4, Code 3 35 1997, is amended to read as follows: 4 1 In order to remain a shareholder of a professional 4 2 corporation, a shareholder shall at all times be licensed to 4 3 practice in this state, or in any other state or territory of 4 4 the United States or in the district of Columbia, a profession 4 5 which the corporation is authorized to practice. Whenever any 4 6 shareholder does not have or ceases to have this 4 7 qualification, the corporation shall immediately purchase all 4 8 shares held by that shareholder. 4 9 Sec. 7. Section 496C.21, Code Supplement 1997, is amended 4 10 to read as follows: 4 11 496C.21ANNUALBIENNIAL REPORT. 4 12 Eachannualbiennial report of a professional corporation 4 13 or foreign professional corporationshall, in addition to the 4 14 information required by the Iowa business corporation Act, 4 15 shall set forth all of the following: 4 16 1. The name and address of one shareholder. 4 17 2. In the case of a professional corporation, a statement 4 18 under oath whether or not all shareholders, directors, and 4 19 officers, except assistant officers, of the corporation are 4 20 licensed to practice in this state a profession which the 4 21 corporation is authorized to practice, and whether or not all 4 22 employees and agents of the corporation who practice a 4 23 profession in this state on behalf of the corporation are 4 24 licensed to practice the profession in this state. 4 25 3. In the case of a foreign professional corporation, a 4 26 statement under oath whether or not all shareholders, 4 27 directors, officers, employees, and agents who practice a 4 28 profession in this state on behalf of the corporation are 4 29 licensed to practice the profession in this state. 4 30 4. Additional information necessary or appropriate to 4 31 enable the secretary of state or regulating board to determine 4 32 whether the professional corporation or foreign professional 4 33 corporation is complying with this chapter. 4 34 Information shall be set forth on forms prescribed and 4 35 furnished by the secretary of state. 5 1 The original of eachannualbiennial report of a 5 2 professional corporation or foreign professional corporation 5 3 shall be delivered to the secretary of state for filing. The 5 4 provisions of the Iowa business corporation Act relating to 5 5annuala license fee apply to professional corporations. 5 6 Sec. 8. NEW SECTION. 496C.21A FILING OF BIENNIAL REPORT 5 7 OF DOMESTIC AND FOREIGN CORPORATIONS. 5 8 The first biennial report of a domestic or foreign 5 9 professional corporation shall be delivered to the secretary 5 10 of state between January 1 and April 1 of the first even- 5 11 numbered year following the calendar year in which a domestic 5 12 professional corporation was incorporated or a foreign 5 13 professional corporation was authorized to transact business. 5 14 Subsequent biennial reports must be delivered to the secretary 5 15 of state between January 1 and April 1 of the following even- 5 16 numbered calendar years. A filing fee for the biennial report 5 17 shall be determined by the secretary of state. For purposes 5 18 of this section, each biennial report shall contain 5 19 information related to the two-year period immediately 5 20 preceding the calendar year in which the report is filed. 5 21 The report shall be deemed filed within the required time 5 22 if deposited in the United States mail with postage prepaid in 5 23 a sealed envelope, properly addressed and postmarked on or 5 24 prior to the thirty-first day of March of the year the report 5 25 is due. If the secretary of state finds that the report 5 26 conforms to the requirements of this chapter, the secretary 5 27 shall file the report. If a biennial report does not contain 5 28 the information required by this section and section 496C.21, 5 29 the secretary of state shall promptly notify the reporting 5 30 domestic or foreign professional corporation in writing and 5 31 return the report to the corporation for correction. 5 32 Sec. 9. Section 496C.22, unnumbered paragraph 2, Code 5 33 1997, is amended to read as follows: 5 34 Any corporation subject tothe provisions ofthe Iowa 5 35 business corporation Act may voluntarily elect to adopt this 6 1 chapter and become subject to its provisions, by amending its 6 2 articles of incorporation to be consistent with all provisions 6 3 of this chapter and by stating in its amended articles of 6 4 incorporation that the corporation has voluntarily elected to 6 5 adopt this chapter. However, a corporation organized under 6 6 this chapter is prohibited from converting to a corporation 6 7 subject to chapter 490, the Iowa business corporation Act. 6 8 Sec. 10. Section 548.102, unnumbered paragraph 1, Code 6 9 1997, is amended to read as follows: 6 10 A mark by which the goods or services of any applicant for 6 11 registration may be distinguished from the goods or services 6 12 of others shall not beregisteredprotected if the mark meets 6 13 any of the following criteria: 6 14 Sec. 11. Section 548.104, subsection 1, Code 1997, is 6 15 amended to read as follows: 6 16 1. Upon the filing of an application for registration and 6 17 payment of the application fee, the secretarymay cause the6 18application to be examined for conformity with this chapter6 19 shall accept for filing an application which substantially 6 20 complies with the requirements of section 548.103. 6 21 EXPLANATION 6 22 This bill amends general provisions relating to the 6 23 operation and regulation of certain business entities. 6 24 Code section 9A.4, relating to the requirements for a 6 25 resident agent of a person registered as an athlete agent, is 6 26 rewritten in a manner similar to such requirements under Code 6 27 chapter 490 for a business corporation. 6 28 Code section 9D.3 is amended by striking the alternative 6 29 manner of providing proof of financial security for a travel 6 30 agency, and retaining existing bonding language. 6 31 Code section 261B.11 is amended to provide that programs 6 32 for religious instruction of members provided by a religious 6 33 organization must be solely of a religious nature for the 6 34 organization to maintain an exemption from registration of a 6 35 postsecondary school under Code chapter 261B. 7 1 Code section 490.140 is amended to add "business trust" and 7 2 "Massachusetts trust" to the definition of a foreign 7 3 corporation. 7 4 Code sections 490A.1512 and 496C.14 are amended to 7 5 eliminate conflicts with Code sections 490A.1508 and 496C.10, 7 6 and provide that a member of a professional limited liability 7 7 company or a professional corporation may be licensed in 7 8 another state for purposes of qualifying as a member of such 7 9 company or corporation. 7 10 Code section 496C.21 is amended, and new Code section 7 11 496C.21A is created, to require a biennial report from a 7 12 professional corporation instead of an annual report. 7 13 Code section 496C.22 is amended to prohibit a professional 7 14 corporation from converting to a business corporation. 7 15 Code section 548.102 is amended to provide that a mark by 7 16 which the goods or services of any applicant for registration 7 17 may be distinguished from the goods or services of others 7 18 shall not be protected if certain criteria are met. 7 19 Currently, such mark shall not be registered if such criteria 7 20 are met. 7 21 Code section 548.104 is amended to provide that the 7 22 secretary of state must file an application for registration 7 23 of a trademark if such application substantially meets the 7 24 filing requirements established in the chapter and the 7 25 application fee is paid. 7 26 LSB 3894SS 77 7 27 mj/jw/5.1
Text: SF02361 Text: SF02363 Text: SF02300 - SF02399 Text: SF Index Bills and Amendments: General Index Bill History: General Index
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