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PAG LIN 1 1 Section 1. Section 487.104, subsection 3, Code 1997, is 1 2 amended to read as follows: 1 3 3. An agent for service of process may resign as agent 1 4uponby signing and delivering to the secretary of state an 1 5 original statement of resignation for filingand recordingin 1 6 accordance with section 487.206a written notice of1 7resignation, executed in duplicate, with the secretary of1 8state. Thesecretary of state shall forthwith mailagent 1 9 shall send a copy of the statement of resignation by certified 1 10 mail to the limited partnership at its principal place of 1 11 business. The agent shall certify to the secretary of state 1 12 that the copy has been sent to the limited partnership, 1 13 including the date the copy was sent. The appointment of the 1 14 agent terminatesupon the expiration of thirty days after1 15receipt of the notice byon the date on which the statement is 1 16 filed by the secretary of state. 1 17 Sec. 2. Section 487.104A, subsection 1, paragraphs b and 1 18 d, Code 1997, are amended by striking the paragraphs. 1 19 Sec. 3. Section 487.902, subsection 5, Code 1997, is 1 20 amended to read as follows: 1 21 5. A statement that the secretary of state is the agent of 1 22 the foreign limited partnership for service of process if the 1 23 registered agent has resigned and an agent has not been 1 24 appointed under subsection 4 or, if appointed, the agent's 1 25 authority has been revoked, or if the agent cannot be found or 1 26 served with the exercise of reasonable diligence. 1 27 Sec. 4. Section 487.909, Code 1997, is amended to read as 1 28 follows: 1 29 487.909 RESIGNATION OF AGENT FOR SERVICE OF PROCESS. 1 30 An agent for service of process of a foreign limited 1 31 partnership may resign as agentupon filing a written notice1 32of the resignation, executed in duplicate, with the secretary1 33of stateby signing and delivering to the secretary of state 1 34 an original statement of resignation for filing in accordance 1 35 with section 487.206. Thesecretary of stateagent shall 2 1forthwith mailsend a copy of the statement of resignation by 2 2 certified mail to the foreign limited partnership at its 2 3 principaloffice or office required to be maintained in the2 4state of its organizationplace of business. The agent shall 2 5 certify to the secretary of state that the copy has been sent 2 6 to the limited partnership, including the date the copy was 2 7 sent. The appointment of the agent terminatesupon the2 8expiration of thirty days after receipt of the notice byon 2 9 the date on which the statement is filed by the secretary of 2 10 state. 2 11 Sec. 5. NEW SECTION. 487.911 CHANGE OF REGISTERED OFFICE 2 12 OR REGISTERED AGENT. 2 13 1. A foreign limited partnership may change its registered 2 14 office or registered agent by delivering to the secretary of 2 15 state for filing a statement of change that sets forth all of 2 16 the following: 2 17 a. The name of the foreign limited partnership. 2 18 b. If the current registered office is to be changed, the 2 19 street address of the new registered office. 2 20 c. If the current registered agent is to be changed, the 2 21 name of the new registered agent and the new agent's written 2 22 consent to the appointment, either on the statement or 2 23 attached to the statement. 2 24 d. That after the change or changes are made, the street 2 25 addresses of its registered office and the business office of 2 26 its registered agent will be identical. 2 27 2. If a registered agent changes the street address of the 2 28 registered agent's business office, the registered agent may 2 29 change the street address of the registered office of any 2 30 foreign limited partnership for which the person is the 2 31 registered agent by notifying the foreign limited partnership 2 32 in writing of the change and signing, either manually or in 2 33 facsimile, and delivering to the secretary of state for filing 2 34 a statement that complies with the requirements of subsection 2 35 1 and recites that the foreign limited partnership has been 3 1 notified of the change. 3 2 3. If a registered agent changes the registered agent's 3 3 business address to another place, the registered agent may 3 4 change the business address and the address of the registered 3 5 agent by filing a statement as required in subsection 2 for 3 6 each foreign limited partnership, or a single statement for 3 7 all foreign limited partnerships named in the notice, except 3 8 that the statement need be signed only by the registered agent 3 9 or agents and need not be responsive to subsection 1, 3 10 paragraph "c", and must recite that a copy of the statement 3 11 has been mailed to each foreign limited partnership named in 3 12 the notice. 3 13 4. A document delivered to the secretary of state for the 3 14 purpose of changing a foreign limited partnership's registered 3 15 agent or registered office may be executed by a general 3 16 partner. 3 17 Sec. 6. Section 490.1701, subsection 3, paragraph c, 3 18 unnumbered paragraph 2, Code 1997, is amended to read as 3 19 follows: 3 20 If the county of the initial registered office as stated in 3 21 the instrument is one which is other than the county where the 3 22 principal place of business of the corporation, as designated 3 23 in its articles of incorporation, was located, thesecretary3 24of statecorporation shall forwardalsoto the county recorder 3 25 of the county in which the principal place of business of the 3 26 corporation was located a copy of the instrument and the 3 27secretary of statecorporation shall forward to the recorder 3 28 of the county in which the initial registered office of the 3 29 corporation is located, in addition to a copy of the original 3 30of theinstrument, a copy of the articles of incorporation of 3 31 the corporation together with all amendments to them as then 3 32 on file in the secretary of state's office. The corporation 3 33 shall, through an officer or director, certify to the 3 34 secretary of state that a copy has been sent to each 3 35 applicable county recorder, including the date each copy was 4 1 sent. 4 2 Sec. 7. Section 504A.9, Code 1997, is amended to read as 4 3 follows: 4 4 504A.9 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT. 4 5 1. A corporation may change its registered office or 4 6change itsregistered agentor agents, or both office and4 7agent or agents upon filing in the office ofby delivering to 4 8 the secretary of state for filing a statementsettingof 4 9 change that sets forth all of the following: 4 101.a. The name of the corporation. 4 112. The address of its then registered office.4 123.b. If theaddress of itscurrent registered office is 4 13 to be changed, the street addressto whichof the new 4 14 registered officeis to be changed. 4 154. The name of its then registered agent or agents.4 165.c. Ifitsthe current registered agentor agents areis 4 17 to be changed, the name of itssuccessornew registered agent 4 18or agents,and the new agent'sor agents'written consent to 4 19 the appointment, either on the statement, or by attaching the4 20agent's or agents' consent to the appointmentor attached to 4 21 the statement. 4 226.d. That after the change or changes are made, the 4 23addressstreet addresses of its registered office and the 4 24address of thebusiness office of its registered agentor4 25agents, as changed,will be identical. 4 26 2. The statement shall be delivered to the secretary of 4 27 state for filingand recordingin the secretary of state's 4 28 office. 4 29 3. If a registered agentor agents changechanges the 4 30 agent'sor agents'business address to another place within 4 31 the same county, the agentor agentsmay change the address of 4 32 the registered office of any corporations of which that person 4 33 is a registered agent by filing a statement as requiredabove4 34 in subsection 1 for each corporation, or a single statement 4 35 for all corporations namedthereinin the statement, except 5 1 thatitthe statement need be signed only by the registered 5 2 agentor agentsand need not be responsive to subsection55 3above1, paragraph "c",andbut must recite that notification 5 4 of such change has been mailed to eachsuchcorporation named 5 5 in the statement. 5 6 4. The change of address of registered office or the 5 7 change of registered agentor agents or both registered office5 8and agent or agents, as the case may be, shall becomebecomes 5 9 effective upon the filing of such statement by the secretary 5 10 of state. 5 11 5.AnyA registered agent of a corporation may resign as 5 12 such agentuponby signing and delivering to the secretary of 5 13 state for filinga written notice thereof, executed in5 14duplicate, with the secretary of state, who shall record one5 15copy and forthwith mail the other copy thereof to the5 16corporation in care of an officer, who is not the resigning5 17registered agent, at the address of such officer as shown by5 18the most recent annual report of the corporationan original 5 19 statement of resignation. The statement of resignation may 5 20 also include a statement that the registered office is also 5 21 discontinued. The registered agent shall send a copy of the 5 22 statement of resignation by certified mail to the corporation 5 23 at its principal office and to the registered office, if the 5 24 registered office is not discontinued. The appointment of 5 25suchthe agentshall terminate upon the expiration of thirty5 26days after receipt of such notice byterminates on the date on 5 27 which the statement is filed by the secretary of state. If 5 28 the statement of resignation contains a statement that the 5 29 registered office is discontinued, such office is discontinued 5 30 on the date on which the statement of resignation is filed by 5 31 the secretary of state. 5 32 6. The secretary of state may provide for the change of 5 33 registered office or registered agent on the form prescribed 5 34 by the secretary of state for the annual report pursuant to 5 35 section 504A.83, provided that the form contains the 6 1 information required in this section. If the secretary of 6 2 state determines that an annual report does not contain the 6 3 information required by section 504A.83 but otherwise meets 6 4 the requirements of this section for the purpose of changing 6 5 the registered office or registered agent, the secretary of 6 6 state shall file the statement of change of registered office 6 7 or registered agent before returning the annual report to the 6 8 corporation pursuant to section 504A.84. A statement of 6 9 change of registered office or registered agent pursuant to 6 10 this paragraph shall be executed by a person authorized to 6 11 execute the annual report. 6 12 EXPLANATION 6 13 This bill amends provisions relating to the appointment and 6 14 resignation of registered agents of corporations and 6 15 partnerships. 6 16 Code section 487.104 is amended to provide that an agent 6 17 for service of process may resign by delivering a signed 6 18 original statement of resignation to the secretary of state 6 19 and sending a copy of the resignation by certified mail to the 6 20 limited partnership. The agent must certify to the secretary 6 21 of state that the copy has been sent to the limited 6 22 partnership. The termination is effective on the date the 6 23 statement is filed by the secretary of state. Currently, the 6 24 agent must file a written notice of resignation in duplicate 6 25 with the secretary of state and the secretary of state must 6 26 send a copy of the resignation to the limited partnership. 6 27 Code section 487.104A is amended by striking the 6 28 requirement that a limited partnership include the name and 6 29 address of the limited partnership's current registered office 6 30 and registered agent in a statement filed with the secretary 6 31 of state changing the limited partnership's registered office 6 32 or registered agent. 6 33 Code section 487.902 is amended to provide that the 6 34 secretary of state is the agent of a foreign limited 6 35 partnership for service of process if the registered agent has 7 1 resigned and an agent has not been appointed. Currently, the 7 2 section provides that the secretary of state is the agent of a 7 3 foreign limited partnership for service of process if an agent 7 4 has not been appointed pursuant to the section. However, 7 5 prior to transacting business in this state, an agent must be 7 6 appointed. 7 7 Code section 487.909 is amended to provide that an agent 7 8 for service of process may resign by delivering a signed 7 9 original statement of resignation to the secretary of state 7 10 and sending a copy of the resignation by certified mail to the 7 11 foreign limited partnership. The agent must certify to the 7 12 secretary of state that the copy has been sent to the foreign 7 13 limited partnership. The termination is effective on the date 7 14 the statement is filed by the secretary of state. Currently, 7 15 the agent must file a written notice of resignation in 7 16 duplicate with the secretary of state and the secretary of 7 17 state must send a copy of the resignation to the foreign 7 18 limited partnership. 7 19 New Code section 487.911 is created and establishes the 7 20 requirements for a foreign limited partnership to change its 7 21 registered office or registered agent. The requirements are 7 22 similar to the requirements established in Code section 7 23 487.104A which apply to domestic limited partnerships. 7 24 Code section 490.1701 is amended to provide that a 7 25 corporation which is not subject to chapter 490, but which 7 26 voluntarily elects to adopt the provisions of chapter 490, is 7 27 to forward a copy of the instrument providing for such 7 28 election to the county recorder of the county in which the 7 29 corporation's principal place of business is located. The 7 30 corporation must also forward a copy of the original 7 31 instrument and a copy of the corporation's articles of 7 32 incorporation to the county recorder of the county in which 7 33 the initial registered office of the corporation is located. 7 34 Currently the secretary of state is required to forward these 7 35 documents. The corporation must certify to the secretary of 8 1 state through an officer or director that such copies have 8 2 been sent. 8 3 Code section 504A.9 is amended by striking the requirement 8 4 that a nonprofit corporation include the name and address of 8 5 the corporation's current registered office and registered 8 6 agent in a statement filed with the secretary of state 8 7 changing the corporation's registered office or registered 8 8 agent. The section is also amended to provide that an agent 8 9 for service of process may resign by delivering a signed 8 10 original statement of resignation to the secretary of state 8 11 and sending a copy of the resignation by certified mail to the 8 12 corporation. The agent must certify to the secretary of state 8 13 that the copy has been sent to the corporation. The 8 14 termination is effective on the date the statement is filed 8 15 with the secretary of state. The statement may also contain a 8 16 statement that the registered office is also discontinued. 8 17 Currently, the agent must file a written notice of resignation 8 18 in duplicate with the secretary of state and the secretary of 8 19 state must send a copy of the resignation to the corporation. 8 20 LSB 1040DP 77 8 21 mj/sc/14
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