Text: SSB00198                          Text: SSB00200
Text: SSB00100 - SSB00199               Text: SSB Index
Bills and Amendments: General Index     Bill History: General Index

Senate Study Bill 199

Bill Text

PAG LIN
  1  1    Section 1.  NEW SECTION.  486.44A  CORRECTING FILED
  1  2 DOCUMENTS.
  1  3    1.  A limited liability partnership may correct a document
  1  4 filed by the secretary of state if the document satisfies one
  1  5 or both of the following requirements:
  1  6    a.  The document contains an incorrect statement.
  1  7    b.  The document was defectively executed, attested,
  1  8 sealed, verified, or acknowledged.
  1  9    2.  A document is corrected by complying with both of the
  1 10 following:
  1 11    a.  Preparing articles of correction that satisfy all of
  1 12 the following:
  1 13    (1)  The articles describe the document, including its
  1 14 filing date, or a copy of the document is attached to the
  1 15 articles.
  1 16    (2)  The articles specify the incorrect statement or manner
  1 17 in which the execution was defective.
  1 18    (3)  The articles correct the incorrect statement or
  1 19 defective execution.
  1 20    b.  Delivering the articles of correction to the secretary
  1 21 of state for filing.
  1 22    3.  Articles of correction are effective on the effective
  1 23 date of the document they correct except as to persons relying
  1 24 on the uncorrected document and adversely affected by the
  1 25 correction.  As to persons relying on the uncorrected document
  1 26 and adversely affected by the correction, the articles of
  1 27 correction are effective when filed by the secretary of state.
  1 28    Sec. 2.  Section 487.202, subsection 1, paragraph b, Code
  1 29 1997, is amended by striking the paragraph.
  1 30    Sec. 3.  Section 487.203, subsection 2, Code 1997, is
  1 31 amended by striking the subsection.
  1 32    Sec. 4.  Section 487.206, unnumbered paragraph 1, Code
  1 33 1997, is amended to read as follows:
  1 34    A signed copy of the certificate of limited partnership and
  1 35 a signed copy of any certificate of amendment or cancellation
  2  1 or of any judicial decree of amendment or cancellation shall
  2  2 be delivered for filing and recording as provided in this
  2  3 subsection.  The secretary of state may accept for filing a
  2  4 document containing a copy of a signature, however made.  A
  2  5 person who executes a certificate as an agent or fiduciary
  2  6 need not exhibit evidence of that authority as a prerequisite
  2  7 to filing.  It is required that each document required to be
  2  8 filed and recorded be:
  2  9    Sec. 5.  Section 490.121, subsection 1, paragraph c, Code
  2 10 1997, is amended to read as follows:
  2 11    c.  The annual biennial report.
  2 12    Sec. 6.  Section 490.122, subsection 1, paragraph w, Code
  2 13 1997, is amended by striking the paragraph.
  2 14    Sec. 7.  Section 490.125, subsection 2, Code 1997, is
  2 15 amended to read as follows:
  2 16    2.  The secretary of state files a document by stamping or
  2 17 otherwise endorsing "filed", together with the secretary's
  2 18 name and official title and the date and time of receipt, on
  2 19 both the document and the receipt for the filing fee.  After
  2 20 filing a document, except the annual biennial report required
  2 21 by section 490.1622, and except as provided in sections
  2 22 490.503 and 490.1509, the secretary of state shall deliver the
  2 23 document, with the filing fee receipt, or acknowledgment of
  2 24 receipt if no fee is required, attached, to the domestic or
  2 25 foreign corporation or its representative.
  2 26    Sec. 8.  Section 490.128, subsection 2, paragraph d, Code
  2 27 1997, is amended to read as follows:
  2 28    d.  That its most recent annual biennial report required by
  2 29 section 490.1622 has been filed by the secretary of state.
  2 30    Sec. 9.  Section 490.140, subsection 17, Code 1997, is
  2 31 amended to read as follows:
  2 32    17.  "Principal office" means the office, in or out of this
  2 33 state, so designated in the annual biennial report, where the
  2 34 principal executive offices of a domestic or foreign
  2 35 corporation are located.
  3  1    Sec. 10.  Section 490.141, subsection 4, Code 1997, is
  3  2 amended to read as follows:
  3  3    4.  Written notice to a domestic or foreign corporation
  3  4 authorized to transact business in this state may be addressed
  3  5 to its registered agent at its registered office or to the
  3  6 corporation or its secretary at its principal office shown in
  3  7 its most recent annual biennial report or, in the case of a
  3  8 foreign corporation that has not yet delivered an annual a
  3  9 biennial report, in its application for a certificate of
  3 10 authority.
  3 11    Sec. 11.  Section 490.502, subsection 4, Code 1997, is
  3 12 amended to read as follows:
  3 13    4.  A corporation may also change its registered office or
  3 14 registered agent in its annual biennial report as provided in
  3 15 section 490.1622.
  3 16    Sec. 12.  Section 490.1101, Code 1997, is amended to read
  3 17 as follows:
  3 18    490.1101  MERGER.
  3 19    1.  One or more corporations may merge with or into another
  3 20 corporation any one or more limited liability companies or
  3 21 corporations if the board of directors of each corporation
  3 22 adopts and its shareholders, if required by section 490.1103,
  3 23 approve a plan of merger and if the members of each limited
  3 24 liability company approve a plan of merger.
  3 25    2.  The plan of merger must set forth all of the following:
  3 26    a.  The name of each corporation or limited liability
  3 27 company planning to merge and the name of the surviving
  3 28 corporation or limited liability company into which each other
  3 29 corporation or limited liability company plans to merge.
  3 30    b.  The terms and conditions of the merger.
  3 31    c.  The manner and basis of converting the shares of each
  3 32 corporation into shares, obligations, or other securities of
  3 33 the surviving or any other corporation or into cash or other
  3 34 property in whole or part.
  3 35    3.  The plan of merger may set forth:
  4  1    a.  Restated articles or amendments to the articles of
  4  2 incorporation of the surviving corporation.
  4  3    b.  Other provisions relating to the merger.
  4  4    Sec. 13.  Section 490.1701, subsection 3, paragraphs a and
  4  5 b, Code 1997, are amended by striking the paragraphs and
  4  6 inserting in lieu thereof the following:
  4  7    a.  The corporation shall amend or restate its articles of
  4  8 incorporation to indicate that the corporation adopts this
  4  9 chapter and designate the address of its initial registered
  4 10 office and the name of its registered agent or agents at that
  4 11 office and, if the name of the corporation is not in
  4 12 compliance with the requirements of this chapter, change the
  4 13 name of the corporation to one complying with the requirements
  4 14 of this chapter.
  4 15    Sec. 14.  Section 490.1420, subsection 1, Code 1997, is
  4 16 amended to read as follows:
  4 17    1.  The corporation has not delivered an annual a biennial
  4 18 report to the secretary of state in a form that meets the
  4 19 requirements of section 490.1622, within sixty days after it
  4 20 is due, or has not paid the filing fee as provided in section
  4 21 490.122 determined by the secretary of state, within sixty
  4 22 days after it is due.
  4 23    Sec. 15.  Section 490.1508, subsection 3, Code 1997, is
  4 24 amended to read as follows:
  4 25    3.  A corporation may also change its registered office or
  4 26 registered agent in its annual biennial report as provided in
  4 27 section 490.1622.
  4 28    Sec. 16.  Section 490.1510, subsection 2, unnumbered
  4 29 paragraph 1, Code 1997, is amended to read as follows:
  4 30    A foreign corporation may be served by registered or
  4 31 certified mail, return receipt requested, addressed to the
  4 32 secretary of the foreign corporation at its principal office
  4 33 shown in its application for a certificate of authority or in
  4 34 its most recent annual biennial report if the foreign
  4 35 corporation meets any of the following conditions:
  5  1    Sec. 17.  Section 490.1530, subsection 1, Code 1997, is
  5  2 amended to read as follows:
  5  3    1.  The foreign corporation does not deliver its annual
  5  4 biennial report to the secretary of state in a form that meets
  5  5 the requirements of section 490.1622 within sixty days after
  5  6 it is due.
  5  7    Sec. 18.  Section 490.1531, subsection 4, Code 1997, is
  5  8 amended to read as follows:
  5  9    4.  The secretary of state's revocation of a foreign
  5 10 corporation's certificate of authority appoints the secretary
  5 11 of state the foreign corporation's agent for service of
  5 12 process in any proceeding based on a cause of action which
  5 13 arose during the time the foreign corporation was authorized
  5 14 to transact business in this state.  Service of process on the
  5 15 secretary of state under this subsection is service on the
  5 16 foreign corporation.  Upon receipt of process, the secretary
  5 17 of state shall mail a copy of the process to the secretary of
  5 18 the foreign corporation at its principal office shown in its
  5 19 most recent annual biennial report or in any subsequent
  5 20 communication received from the corporation stating the
  5 21 current mailing address of its principal office, or, if none
  5 22 is on file, in its application for a certificate of authority.
  5 23    Sec. 19.  Section 490.1601, subsection 5, paragraph g, Code
  5 24 1997, is amended to read as follows:
  5 25    g.  Its most recent annual biennial report delivered to the
  5 26 secretary of state under section 490.1622.
  5 27    Sec. 20.  Section 490.1622, Code 1997, is amended to read
  5 28 as follows:
  5 29    490.1622  ANNUAL BIENNIAL REPORT FOR SECRETARY 0F STATE.
  5 30    1.  Each domestic corporation, and each foreign corporation
  5 31 authorized to transact business in this state, shall deliver
  5 32 to the secretary of state for filing an annual a biennial
  5 33 report that sets forth all of the following:
  5 34    a.  The name of the corporation and the state or country
  5 35 under whose law it is incorporated.
  6  1    b.  The address of its registered office and the name of
  6  2 its registered agent at that office in this state, together
  6  3 with the consent of any new registered agent.
  6  4    c.  The address of its principal office.
  6  5    d.  The names and addresses of the president, secretary,
  6  6 treasurer, and one member of the board of directors.
  6  7    2.  Information in the annual biennial report must be
  6  8 current as of the first day of January of the year in which
  6  9 the report is due.  The annual report shall be executed on
  6 10 behalf of the corporation and signed as provided in section
  6 11 490.120 or by any other person authorized by the board of
  6 12 directors of the corporation.
  6 13    3.  The first annual biennial report shall be delivered to
  6 14 the secretary of state between January 1 and April 1 of the
  6 15 first even-numbered year following the calendar year in which
  6 16 a domestic corporation was incorporated or a foreign
  6 17 corporation was authorized to transact business.  Subsequent
  6 18 annual biennial reports must be delivered to the secretary of
  6 19 state between January 1 and April 1 of the following even-
  6 20 numbered calendar years.  A filing fee for the biennial report
  6 21 shall be determined by the secretary of state.  For purposes
  6 22 of this section, each biennial report shall contain
  6 23 information related to the two-year period immediately
  6 24 preceding the calendar year in which the report is filed.
  6 25    4.  If an annual a biennial report does not contain the
  6 26 information required by this section, the secretary of state
  6 27 shall promptly notify the reporting domestic or foreign
  6 28 corporation in writing and return the report to it for
  6 29 correction.  If the report is corrected to contain the
  6 30 information required by this section and delivered to the
  6 31 secretary of state within thirty days after the effective date
  6 32 of notice, it is deemed to be timely filed.
  6 33    5.  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 biennial report,
  7  1 provided that the form contains the information required in
  7  2 section 490.502 or 490.1508.  If the secretary of state
  7  3 determines that an annual a biennial report does not contain
  7  4 the information required by this section but otherwise meets
  7  5 the requirements of section 490.502 or 490.1508 for the
  7  6 purpose of changing the registered office or registered agent,
  7  7 the secretary of state shall file the statement of change of
  7  8 registered office or registered agent, effective as provided
  7  9 in section 490.123, before returning the annual biennial
  7 10 report to the corporation as provided in this section.  A
  7 11 statement of change of registered office or agent pursuant to
  7 12 this subsection shall be executed by a person authorized to
  7 13 execute the annual biennial report.
  7 14    Sec. 21.  Section 490.1701, subsection 3, paragraph c,
  7 15 unnumbered paragraph 1, Code 1997, is amended to read as
  7 16 follows:
  7 17    The instrument shall be delivered to the secretary of state
  7 18 for filing and recording in the secretary of state's office,
  7 19 and shall be filed and recorded in the office of the county
  7 20 recorder.  The corporation shall at the time it files the
  7 21 instrument with the secretary of state deliver also to the
  7 22 secretary of state for filing in the secretary of state's
  7 23 office any annual biennial report which is then due.
  7 24    Sec. 22.  Section 490.1701, subsection 3, paragraph d,
  7 25 subparagraph (3), Code 1997, is amended to read as follows:
  7 26    (3)  The secretary of state shall not file the instrument
  7 27 with respect to a corporation unless at the time of filing the
  7 28 corporation is validly existing and in good standing in that
  7 29 office under the chapter under which it is incorporated.  The
  7 30 corporation shall be considered validly existing and in good
  7 31 standing for the purpose of this chapter for a period of three
  7 32 months following the expiration date of the corporation,
  7 33 provided all annual biennial reports due have been filed and
  7 34 all fees due in connection with the annual biennial reports
  7 35 have been paid.
  8  1    Sec. 23.  Section 490.1701, subsection 5, paragraphs a and
  8  2 b, Code 1997, are amended to read as follows:
  8  3    a.  The office of the corporation set forth in its first
  8  4 annual biennial report filed under this chapter shall be
  8  5 deemed its registered office until December 31, 1990, or until
  8  6 it files a designation of registered office with the secretary
  8  7 of state, whichever is earlier.
  8  8    b.  The person signing the first annual biennial report of
  8  9 the corporation filed under this chapter shall be deemed the
  8 10 registered agent until December 31, 1990, or a statement
  8 11 designating a registered agent has been filed with the
  8 12 secretary of state, whichever is earlier.
  8 13    Sec. 24.  Section 496C.21, subsection 1, Code 1997, is
  8 14 amended to read as follows:
  8 15    1.  The name and address of each one shareholder.
  8 16    Sec. 25.  Section 497.22, Code 1997, is amended by striking
  8 17 the section and inserting in lieu thereof the following:
  8 18    497.22  BIENNIAL REPORT.
  8 19    Sections 504A.83 and 504A.84 apply to a cooperative
  8 20 association organized under this chapter in the same manner as
  8 21 those sections apply to a corporation organized under chapter
  8 22 504A.  In addition to the information required to be set forth
  8 23 in the biennial report under section 504A.83, the cooperative
  8 24 association shall also set forth the total amount of business
  8 25 transacted, number of members, total expense of operation,
  8 26 total amount of indebtedness, and total profits or losses for
  8 27 each calendar or fiscal year of the two-year period which
  8 28 ended immediately preceding the first day of January of the
  8 29 year in which the report is filed.
  8 30    A cooperative association which fails to comply with this
  8 31 section before April 1 of the year in which the report is due
  8 32 is subject to a penalty of ten dollars.
  8 33    Sec. 26.  Section 497.25, Code 1997, is amended to read as
  8 34 follows:
  8 35    497.25  NOTICE TO DELINQUENTS.
  9  1    On or before the first day of May of the year the report is
  9  2 due the secretary of state shall send by registered mail to
  9  3 each delinquent and to each of its officers, as may be
  9  4 disclosed by the latest records on file in the office of the
  9  5 secretary of state, association a notice of such delinquency
  9  6 and of the penalties provided in section 497.22.
  9  7    Sec. 27.  Section 498.24, Code 1997, is amended by striking
  9  8 the section and inserting in lieu thereof the following:
  9  9    498.24  BIENNIAL REPORT.
  9 10    Sections 504A.83 and 504A.84 apply to a cooperative
  9 11 association organized under this chapter in the same manner as
  9 12 those sections apply to a corporation organized under chapter
  9 13 504A.  In addition to the information required to be set forth
  9 14 in the biennial report under section 504A.83, the cooperative
  9 15 association shall also set forth the total amount of business
  9 16 transacted, number of members, total expense of operation,
  9 17 total amount of indebtedness, and total profits or losses for
  9 18 each calendar or fiscal year of the two-year period which
  9 19 ended immediately preceding the first day of January of the
  9 20 year in which the report is filed.
  9 21    A cooperative association which fails to comply with this
  9 22 section before April 1 of the year in which the report is due
  9 23 is subject to a penalty of ten dollars.
  9 24    Sec. 28.  Section 498.27, Code 1997, is amended to read as
  9 25 follows:
  9 26    498.27  NOTICE TO DELINQUENTS.
  9 27    On or before the first day of May of the year the report is
  9 28 due the secretary of state shall send by certified mail to
  9 29 each delinquent and to each of its officers, as may be
  9 30 disclosed by the latest records on file in the office of the
  9 31 secretary of state, association a notice of such delinquency
  9 32 and of the penalties provided in section 498.24.
  9 33    Sec. 29.  Section 499.45, Code 1997, is amended to read as
  9 34 follows:
  9 35    499.45  FEES.
 10  1    A fee of twenty dollars shall be paid to the secretary of
 10  2 state upon filing articles of incorporation, amendments, or
 10  3 renewals.
 10  4    Except as provided in this section, the association shall
 10  5 pay the fees prescribed by section 490.122 when the documents
 10  6 described in that section are delivered to the secretary of
 10  7 state for filing.
 10  8    Sec. 30.  Section 499.49, Code 1997, is amended by striking
 10  9 the section and inserting in lieu thereof the following:
 10 10    499.49  BIENNIAL REPORT.
 10 11    Sections 504A.83 and 504A.84 apply to a cooperative
 10 12 organized under this chapter in the same manner as those
 10 13 sections apply to a corporation organized under chapter 504A.
 10 14 In addition to the information required to be set forth in the
 10 15 biennial report under section 504A.83, the cooperative shall
 10 16 also set forth the number of members of the cooperative, the
 10 17 percentage of the cooperative's business done with or for its
 10 18 own members during each of the fiscal or calendar years of the
 10 19 preceding two-year period, the percentage of the cooperative's
 10 20 business done with or for each class of nonmembers specified
 10 21 in section 499.3, and any other information deemed necessary
 10 22 by the secretary of state to advise the secretary whether the
 10 23 cooperative is actually functioning as a cooperative.
 10 24    Sec. 31.  Section 499.76, subsection 1, Code 1997, is
 10 25 amended by striking the subsection.
 10 26    Sec. 32.  Section 499.78, subsection 1, paragraph b, Code
 10 27 1997, is amended to read as follows:
 10 28    b.  State that the ground or grounds for dissolution either
 10 29 did not exist or have been eliminated.
 10 30    Sec. 33.  Section 501.103, Code 1997, is amended to read as
 10 31 follows:
 10 32    501.103  PERMISSIBLE MEMBERS – LIMITED FARMING ACTIVITIES.
 10 33    1.  Notwithstanding section 9H.4, any person or entity,
 10 34 subject to the limitations set forth in section 501.305, and
 10 35 subject to the cooperative's articles and bylaws, is permitted
 11  1 to own stock, including voting stock, in a cooperative.
 11  2    1. 2.  Notwithstanding section 9H.4, a cooperative may,
 11  3 directly or indirectly, acquire or otherwise obtain or lease
 11  4 agricultural land in this state, for as long as the
 11  5 cooperative continues to meet the following requirements:
 11  6    a.  Farming entities own sixty percent of the stock and are
 11  7 eligible to cast sixty percent of the votes at member
 11  8 meetings.
 11  9    b.  Authorized persons own at least seventy-five percent of
 11 10 the stock and are eligible to cast at least seventy-five
 11 11 percent of the votes at member meetings.
 11 12    c.  The cooperative does not, either directly or
 11 13 indirectly, acquire or otherwise obtain or lease agricultural
 11 14 land, if the total agricultural land either directly or
 11 15 indirectly owned or leased by the cooperative would then
 11 16 exceed six hundred forty acres.
 11 17    2. 3.  A cooperative that claims that it is exempt from the
 11 18 restrictions of section 9H.4 pursuant to subsection 1 2 shall
 11 19 file an annual report with the secretary of state on or before
 11 20 March 31 of each year on forms supplied by the secretary of
 11 21 state.  The report shall be signed by the president or the
 11 22 vice president of the cooperative and shall contain the
 11 23 following:
 11 24    a.  The cooperative's name and address.
 11 25    b.  A certification that the cooperative meets both of the
 11 26 requirements of subsection 1 2.
 11 27    c.  The number of acres of agricultural land owned, leased,
 11 28 or held by the cooperative, including the following:
 11 29    (1)  The total number of acres in the state.
 11 30    (2)  The number of acres in each county identified by
 11 31 county name.
 11 32    (3)  The number of acres owned.
 11 33    (4)  The number of acres leased.
 11 34    (5)  The number of acres held other than by ownership or
 11 35 lease.
 12  1    (6)  The number of acres used for the production of row
 12  2 crops.
 12  3    3. 4.  The president or the vice president of the
 12  4 cooperative who falsifies a report shall be is guilty of
 12  5 perjury as provided in section 720.2.
 12  6    4. 5.  In the event of a transfer of stock by operation of
 12  7 law as a result of death, divorce, bankruptcy, or pursuant to
 12  8 a security interest, the cooperative may disregard the
 12  9 transfer for purposes of determining compliance with
 12 10 subsection 1 for a period of two years after the transfer.
 12 11    Sec. 34.  Section 504A.9, subsection 6, unnumbered
 12 12 paragraphs 5 and 6, Code 1997, are amended to read as follows:
 12 13    Any registered agent of a corporation may resign as such
 12 14 agent upon filing a written notice thereof of the resignation,
 12 15 executed in duplicate, with the secretary of state, who shall
 12 16 record one copy and forthwith mail the other copy thereof of
 12 17 the notice of resignation to the corporation in care of an
 12 18 officer, who is not the resigning registered agent, at the
 12 19 address of such officer as shown by the most recent annual
 12 20 biennial report of the corporation.  The appointment of such
 12 21 agent shall terminate upon the expiration of thirty days after
 12 22 receipt of such notice by the secretary of state.
 12 23    The secretary of state may provide for the change of
 12 24 registered office or registered agent on the form prescribed
 12 25 by the secretary of state for the annual biennial report
 12 26 pursuant to section 504A.83, provided that the form contains
 12 27 the information required in this section.  If the secretary of
 12 28 state determines that an annual a biennial report does not
 12 29 contain the information required by section 504A.83 but
 12 30 otherwise meets the requirements of this section for the
 12 31 purpose of changing the registered office or registered agent,
 12 32 the secretary of state shall file the statement of change of
 12 33 registered office or registered agent before returning the
 12 34 annual biennial report to the corporation pursuant to section
 12 35 504A.84.  A statement of change of registered office or
 13  1 registered agent pursuant to this paragraph shall be executed
 13  2 by a person authorized to execute the annual biennial report.
 13  3    Sec. 35.  Section 504A.32, subsection 2, Code 1997, is
 13  4 amended to read as follows:
 13  5    2.  Except for a statement of change of registered office
 13  6 or registered agent filed pursuant to section 504A.9 or
 13  7 504A.73, and an annual a biennial report filed pursuant to
 13  8 section 504A.83, any instrument required to be filed and
 13  9 recorded in the office of the secretary of state only, shall
 13 10 be returned by the secretary to the corporation or its
 13 11 representative.
 13 12    Sec. 36.  Section 504A.36, subsection 1, Code 1997, is
 13 13 amended to read as follows:
 13 14    1.  The name of the corporation and the effective date of
 13 15 its incorporation; and its original name if different from the
 13 16 present name.
 13 17    Sec. 37.  Section 504A.39, subsection 4, paragraph e,
 13 18 unnumbered paragraph 2, Code 1997, is amended to read as
 13 19 follows:
 13 20    The restated articles of incorporation shall also set forth
 13 21 a statement that they correctly set forth the provisions of
 13 22 the articles of incorporation as theretofore or thereby
 13 23 amended, and that they have been duly adopted as required by
 13 24 law and that they supersede the original articles of
 13 25 incorporation and all amendments thereto.
 13 26    Sec. 38.  Section 504A.53, Code 1997, is amended to read as
 13 27 follows:
 13 28    504A.53  INVOLUNTARY DISSOLUTION.
 13 29    A corporation may be dissolved involuntarily by a decree of
 13 30 the district court in an action filed by the attorney general
 13 31 when it is any of the following are established that:
 13 32    1.  The corporation has failed to file its annual biennial
 13 33 report within the time required by this chapter; or.
 13 34    2.  The corporation procured its articles of incorporation
 13 35 through fraud; or.
 14  1    3.  The corporation has continued to exceed or abuse the
 14  2 authority conferred upon it by law; or.
 14  3    4.  The corporation has failed for ninety days to appoint
 14  4 and maintain a registered agent in this state; or.
 14  5    5.  The corporation has failed for ninety days after change
 14  6 of its registered agent to file in the office of the secretary
 14  7 of state a statement of such change.
 14  8    Sec. 39.  Section 504A.54, Code 1997, is amended to read as
 14  9 follows:
 14 10    504A.54  NOTIFICATION TO ATTORNEY GENERAL.
 14 11    The secretary of state, on or before the first day of
 14 12 November of each year, shall certify to the attorney general
 14 13 the names of all corporations which have failed to file their
 14 14 annual biennial reports in accordance with this chapter.  The
 14 15 secretary of state shall also certify, from time to time, the
 14 16 names of all corporations which have given other cause for
 14 17 dissolution as provided in this chapter, together with the
 14 18 facts pertinent thereto to such cause.  When the secretary of
 14 19 state certifies the name of a corporation to the attorney
 14 20 general as having given any cause for dissolution, the
 14 21 secretary of state shall concurrently mail to the corporation
 14 22 at its registered office a notice that the certification has
 14 23 been made.  Upon the receipt of the certification, the
 14 24 attorney general shall file an action in the name of the state
 14 25 against the corporation for its dissolution.  A certificate
 14 26 from the secretary of state to the attorney general pertaining
 14 27 to the failure of a corporation to file an annual a biennial
 14 28 report shall be taken and received in all courts as prima
 14 29 facie evidence of the facts therein stated in the certificate.
 14 30    If, before action is filed, the corporation files its
 14 31 annual biennial report, or appoints or maintains a registered
 14 32 agent as provided in this chapter, or files with the secretary
 14 33 of state the required statement of change of registered agent,
 14 34 that fact shall be forthwith certified by the secretary of
 14 35 state to the attorney general and the attorney general shall
 15  1 not file an action against the corporation for such cause.
 15  2 If, after action is filed, the corporation files its annual
 15  3 biennial report, or appoints or maintains a registered agent
 15  4 as provided in this chapter, or files with the secretary of
 15  5 state the required statement of change of registered agent,
 15  6 and pays the costs of the action, the action for such cause
 15  7 shall abate.
 15  8    Sec. 40.  Section 504A.73, unnumbered paragraph 5, Code
 15  9 1997, is amended to read as follows:
 15 10    The secretary of state may provide for the change of
 15 11 registered office or registered agent on the form prescribed
 15 12 by the secretary of state for the annual biennial report
 15 13 pursuant to section 504A.83, provided that the form contains
 15 14 the information required in this section.  If the secretary of
 15 15 state determines that an annual a biennial report does not
 15 16 contain the information required by section 504A.83 but
 15 17 otherwise meets the requirements of this section for the
 15 18 purpose of changing the registered office or registered agent,
 15 19 the secretary of state shall file the statement of change of
 15 20 registered office or registered agent before returning the
 15 21 annual biennial report to the corporation pursuant to section
 15 22 504A.84.  A statement of change of registered office or
 15 23 registered agent pursuant to this paragraph shall be executed
 15 24 by a person authorized to execute the annual biennial report.
 15 25    Sec. 41.  Section 504A.80, Code 1997, is amended to read as
 15 26 follows:
 15 27    504A.80  REVOCATION OF CERTIFICATE OF AUTHORITY.
 15 28    The certificate of authority of a foreign corporation to
 15 29 conduct affairs in this state may be revoked by the secretary
 15 30 of state upon the conditions prescribed in this section when
 15 31 upon the occurrence of any of the following:
 15 32    1.  The corporation has failed to file its annual biennial
 15 33 report within the time required by this chapter, or has failed
 15 34 to pay any fees or penalties prescribed by this chapter when
 15 35 the same fees or penalties have become due and payable; or.
 16  1    2.  The corporation has failed to appoint and maintain a
 16  2 registered agent in this state as required by this chapter;
 16  3 or.
 16  4    3.  The corporation has failed, after change of its
 16  5 registered office or registered agent, to file in the office
 16  6 of the secretary of state a statement of such change as
 16  7 required by this chapter; or.
 16  8    4.  A misrepresentation has been made of any material
 16  9 matter in any application, report, affidavit, or other
 16 10 document submitted by such the corporation pursuant to this
 16 11 chapter.
 16 12    A certificate of authority of a foreign corporation shall
 16 13 not be revoked by the secretary of state unless the secretary
 16 14 has given the corporation not less than sixty days' notice by
 16 15 mail addressed to the principal office of the corporation in
 16 16 the state or country under the laws of which it is
 16 17 incorporated, and the corporation fails prior to revocation to
 16 18 file the annual biennial report, or pay the fees or penalties,
 16 19 or file the required statement of change of registered agent
 16 20 or registered office, or correct the misrepresentation.
 16 21    Sec. 42.  Section 504A.83, Code 1997, is amended to read as
 16 22 follows:
 16 23    504A.83  ANNUAL BIENNIAL REPORT OF DOMESTIC AND FOREIGN
 16 24 CORPORATIONS.
 16 25    Each domestic corporation, and each foreign corporation
 16 26 authorized to conduct affairs in this state, shall file,
 16 27 within the time prescribed by this chapter, an annual a
 16 28 biennial report setting forth:
 16 29    1.  The name of the corporation and the state or country
 16 30 under the laws of which it is incorporated.
 16 31    2.  The address of the registered office of the corporation
 16 32 in this state, and the name of its registered agent or agents
 16 33 in this state at such address, and, in the case of a foreign
 16 34 corporation, the address of its principal office in the state
 16 35 or country under the laws of which it is incorporated.
 17  1    3.  A brief statement of the character of the affairs which
 17  2 the corporation is actually conducting, or, in the case of a
 17  3 foreign corporation, which the corporation is actually
 17  4 conducting in this state.
 17  5    4. 3.  The names and respective addresses of the directors
 17  6 and officers of the corporation president, secretary,
 17  7 treasurer, and one member of the board of directors.
 17  8    The annual biennial report shall be made on forms
 17  9 prescribed and furnished by the secretary of state, and the
 17 10 information contained in the report shall be given as of the
 17 11 date of the execution of the report.  It shall be executed by
 17 12 the corporation by a representative duly authorized by the
 17 13 board of directors, or, if the corporation is in the hands of
 17 14 a receiver, trustee, or assignee for benefit of creditors, it
 17 15 shall be executed on behalf of the corporation by the
 17 16 receiver, trustee, or assignee.
 17 17    Sec. 43.  Section 504A.84, Code 1997, is amended to read as
 17 18 follows:
 17 19    504A.84  FILING OF ANNUAL BIENNIAL REPORT OF DOMESTIC AND
 17 20 FOREIGN CORPORATIONS.
 17 21    The annual report of a domestic or foreign corporation
 17 22 shall be delivered to the secretary of state for filing in the
 17 23 secretary of state's office between the first day of May and
 17 24 the thirty-first day of July of each year, except that the
 17 25 first annual report of a domestic or foreign corporation shall
 17 26 be filed between the first day of May and the thirty-first day
 17 27 of July of the year succeeding the calendar year in which its
 17 28 certificate of incorporation or its certificate of authority,
 17 29 as the case may be, was issued by the secretary of state.  The
 17 30 first biennial report of a domestic or foreign corporation
 17 31 shall be delivered to the secretary of state between January 1
 17 32 and April 1 of the first odd-numbered year following the
 17 33 calendar year in which a domestic corporation was incorporated
 17 34 or a foreign corporation was authorized to transact business.
 17 35 Subsequent biennial reports must be delivered to the secretary
 18  1 of state between January 1 and April 1 of the following odd-
 18  2 numbered calendar years.  A filing fee for the biennial report
 18  3 shall be determined by the secretary of state.  For purposes
 18  4 of this section, each biennial report shall contain
 18  5 information related to the two-year period immediately
 18  6 preceding the calendar year in which the report is filed.
 18  7    The report shall be deemed filed within the required time
 18  8 if deposited in the United States mail with postage prepaid in
 18  9 a sealed envelope, properly addressed and postmarked on or
 18 10 prior to the thirty-first day of July March of the year the
 18 11 report is due.  If the secretary of state finds that the
 18 12 report conforms to the requirements of this chapter, the
 18 13 secretary shall file the report.  If the secretary of state
 18 14 finds that it does not so conform, the secretary shall
 18 15 promptly return the report to the corporation for any
 18 16 necessary corrections, in which event the penalties prescribed
 18 17 for failure to file the report within the time provided shall
 18 18 not apply, if the report is corrected to conform to the
 18 19 requirements of this chapter, and is resubmitted to the
 18 20 secretary of state within thirty days from the date on which
 18 21 it was mailed to the corporation by the secretary of state.
 18 22 If a biennial report does not contain the information required
 18 23 by this section, the secretary of state shall promptly notify
 18 24 the reporting domestic or foreign corporation in writing and
 18 25 return the report to the corporation for correction.
 18 26    Sec. 44.  Section 504A.87, subsection 2, Code 1997, is
 18 27 amended to read as follows:
 18 28    2.  The corporation has not delivered an annual a biennial
 18 29 report to the secretary of state in a form that meets the
 18 30 requirements of section 504A.83, within sixty days after it is
 18 31 due.
 18 32    Sec. 45.  Section 504A.100, subsection 3, paragraph d, Code
 18 33 1997, is amended to read as follows:
 18 34    d.  As to foreign corporations, such instrument shall be
 18 35 delivered to the secretary of state for filing in the
 19  1 secretary of state's office and the corporation shall at the
 19  2 same time deliver also to the secretary of state for filing in
 19  3 the secretary of state's office any annual biennial report
 19  4 which is then due.
 19  5    Sec. 46.  Section 504A.100, subsection 8, Code 1997, is
 19  6 amended to read as follows:
 19  7    8.  Within eight months after this chapter becomes
 19  8 applicable to any foreign corporation pursuant to the
 19  9 provisions of subsection 7 of this section, the board of
 19 10 directors of such foreign corporation shall adopt a resolution
 19 11 designating the address of its registered office in this state
 19 12 and the name of its registered agent or agents at such address
 19 13 and, if the name of such the corporation does not comply with
 19 14 this chapter, setting forth the name of the corporation with
 19 15 the changes which it the board elects to make therein to the
 19 16 name conforming to the requirements of this chapter for use in
 19 17 this state.
 19 18    Upon adoption of the required resolution or resolutions, an
 19 19 instrument or instruments shall be executed by the foreign
 19 20 corporation by its president or a vice president and by its
 19 21 secretary or assistant secretary and verified by one of the
 19 22 officers signing such instrument, which shall set forth the
 19 23 name of the corporation, each resolution adopted as required
 19 24 by the provisions of this subsection, and the date of the
 19 25 adoption thereof of each resolution.  Such The instrument
 19 26 shall be delivered to the secretary of state for filing in the
 19 27 secretary of state's office.  Upon the filing of such
 19 28 instrument by a foreign corporation the secretary of state
 19 29 shall issue a certificate as to the filing of such the
 19 30 instrument and deliver such the certificate to the corporation
 19 31 or its representative.  The secretary of state shall not file
 19 32 any annual biennial report of any foreign corporation subject
 19 33 to the provisions of this subsection unless and until said the
 19 34 corporation has fully complied with the provisions of this
 19 35 paragraph and, in such event, such the foreign corporation
 20  1 shall be is subject to the penalties prescribed in this
 20  2 chapter for failure to file such the report within the time as
 20  3 provided therefor in this chapter.
 20  4    Sec. 47.  Section 504A.100, subsection 9, Code 1997, is
 20  5 amended by striking the subsection.
 20  6    Sec. 48.  Sections 499.50 and 504A.54, Code 1997, are
 20  7 repealed.  
 20  8                           EXPLANATION
 20  9    This bill amends provisions relating to the general
 20 10 operation of corporations, partnerships, and associations.
 20 11    New section 486.44A is created and provides for the
 20 12 correction of a document filed with the secretary of state by
 20 13 a limited liability partnership.  The partnership may correct
 20 14 a document by preparing and filing articles of correction
 20 15 which describe the document, specify the incorrect statement
 20 16 or defective execution, and correct the incorrect state or
 20 17 defective execution.
 20 18    Code section 487.202 is amended by striking the requirement
 20 19 that a limited partnership include the date of filing of the
 20 20 certificate of limited partnership in a certificate of
 20 21 amendment which amends the certificate of limited partnership.
 20 22    Code section 487.203 is amended by striking the requirement
 20 23 that a limited partnership include the date of filing of the
 20 24 certificate of limited partnership in a certificate of
 20 25 cancellation which cancels the certificate of limited
 20 26 partnership.
 20 27    Code section 487.206 is amended to permit the secretary of
 20 28 state to accept for filing certain documents of a limited
 20 29 partnership which contain a copy of a signature, however made.
 20 30    Code section 490.122 is amended by striking the $30 filing
 20 31 fee for annual reports filed by a domestic or foreign
 20 32 corporation.
 20 33    Code section 490.1101 is amended to permit a corporation to
 20 34 merge with one or more limited liability companies if the
 20 35 members of the limited liability company approve.
 21  1    Code section 490.1622 is amended to provide that a domestic
 21  2 or foreign corporation's first biennial report is to be filed
 21  3 with the secretary of state between January 1 and April 1 of
 21  4 the first even-numbered year following the calendar year in
 21  5 which the domestic corporation was incorporated or the foreign
 21  6 corporation was authorized to transact business.  Currently
 21  7 such report is to be filed in the first year following the
 21  8 calendar year in which the domestic corporation was
 21  9 incorporated or the foreign corporation was authorized to
 21 10 transact business.  Subsequent annual reports are to be filed
 21 11 between January 1 and April 1 of following even-numbered
 21 12 years.  The section is also amended to authorize the secretary
 21 13 of state to establish a filing fee for the annual report.
 21 14    Code section 490.1622 is also amended by striking language
 21 15 which allows the secretary of state to consider a corrected
 21 16 biennial report to be filed in a timely manner, if the
 21 17 information required to be included in the biennial report is
 21 18 delivered to the secretary of state within 30 days after the
 21 19 effective date of the notice provided to the corporation that
 21 20 the biennial report does not contain the required information.
 21 21    Code section 490.1701 is amended to require a entity which
 21 22 is not subject to chapter 490, but which would like to
 21 23 voluntarily be subject to the provisions, to amend its
 21 24 articles of incorporation to indicate that the corporation
 21 25 adopts chapter 490 and designate the address of its initial
 21 26 registered office and the name of its registered agent at that
 21 27 office.  Currently, the corporation must adopt a resolution
 21 28 reciting that the corporation voluntarily adopts chapter 490
 21 29 and the officers of the corporation must execute an instrument
 21 30 containing certain information which is to be filed with the
 21 31 secretary of state.
 21 32    Code section 490A.124 is amended by increasing the filing
 21 33 fee for a limited liability company's application for
 21 34 reinstatement following an administrative dissolution from $5
 21 35 to $25.
 22  1    Code section 496C.21 is amended to require that the
 22  2 biennial report of a domestic or foreign professional
 22  3 corporation contain the name and address of one shareholder,
 22  4 rather than each shareholder.
 22  5    Code section 497.22 is amended to provide that the biennial
 22  6 report which is to be filed by a cooperative association
 22  7 organized under chapter 497 of the Code be filed in the same
 22  8 manner as provided for a domestic or foreign corporation
 22  9 organized under chapter 504A of the Code, the Iowa Nonprofit
 22 10 Corporation Act.  In addition to the items required under Code
 22 11 sections 504A.83 and 504A.84, the association must also set
 22 12 forth the total amount of business transacted, number of
 22 13 members, total expense of operation, total amount of
 22 14 indebtedness, and total profits or losses for each calendar or
 22 15 fiscal year of the two-year period which ended immediately
 22 16 preceding the first day of January of the year in which the
 22 17 report is filed.
 22 18    Code section 497.25 is amended by striking the requirement
 22 19 that a notice of delinquency with respect to the filing of a
 22 20 biennial report be sent by registered mail to each of the
 22 21 association's officers.  The bill provides that the
 22 22 delinquency notice may be sent by mail, without specifying
 22 23 type of delivery, to the association.
 22 24    Code section 498.24 is amended to provide that the biennial
 22 25 report which is to be filed by a cooperative association
 22 26 organized under chapter 498 of the Code be filed in the same
 22 27 manner as provided for a domestic or foreign corporation
 22 28 organized under chapter 504A of the Code, the Iowa Nonprofit
 22 29 Corporation Act.  In addition to the items required under Code
 22 30 sections 504A.83 and 504A.84, the association must also set
 22 31 forth the total amount of business transacted, number of
 22 32 members, total expense of operation, total amount of
 22 33 indebtedness, and total profits or losses for each calendar or
 22 34 fiscal year of the two-year period which ended immediately
 22 35 preceding the first day of January of the year in which the
 23  1 report is filed.
 23  2    Code section 498.27 is amended by striking the requirement
 23  3 that a notice of delinquency with respect to the filing of a
 23  4 biennial report be sent by registered mail to each of the
 23  5 association's officers.  The bill provides that the
 23  6 delinquency notice may be sent by mail, without specifying
 23  7 type of delivery, to the association.
 23  8    Code section 499.45 is amended to apply an existing fee of
 23  9 $20 to the filing of an application for reinstatement by a
 23 10 cooperative association.  The section is also amended to
 23 11 provide that a cooperative association is subject to the fees
 23 12 payable by business corporations for documents filed with the
 23 13 secretary of state which are not provided for under the
 23 14 section.
 23 15    Code section 499.49 is amended to provide that the biennial
 23 16 report which is to be filed by a cooperative association
 23 17 organized under chapter 499 of the Code be filed in the same
 23 18 manner as provided for a domestic or foreign corporation
 23 19 organized under chapter 504A of the Code, the Iowa Nonprofit
 23 20 Corporation Act.  In addition to the items required under Code
 23 21 sections 504A.83 and 504A.84, the cooperative shall also set
 23 22 forth the number of members of the cooperative, the percentage
 23 23 of the cooperative's business done with or for its own members
 23 24 during each of the two preceding fiscal or calendar years, the
 23 25 percentage of the cooperative's business done with or for each
 23 26 class of nonmembers specified in Code section 499.3, and any
 23 27 other information deemed necessary by the secretary of state
 23 28 to advise the secretary whether the association is actually
 23 29 functioning as a cooperative.
 23 30    Code section 499.76 is amended by striking from the items
 23 31 which may result in a proceeding for administrative
 23 32 dissolution of a cooperative association, that the association
 23 33 fails to pay any franchise taxes or penalties imposed under
 23 34 chapter 499 or other law within 60 days after they are due.
 23 35    Code section 499.78 is amended by providing that in an
 24  1 application for reinstatement of a cooperative association
 24  2 following administrative dissolution, the application must
 24  3 state that the grounds for dissolution have been eliminated.
 24  4 Currently, the application must state that the grounds have
 24  5 been eliminated, or that the grounds did not exist.
 24  6    Code section 501.133 is amended to provide that any person
 24  7 or entity, subject to the limitations set forth in section
 24  8 501.305 and subject to the cooperative's articles and bylaws,
 24  9 is permitted to own stock, including voting stock in a
 24 10 cooperative.  Code section 501.305 provides that a person who
 24 11 is a member owning 15 percent or more of a cooperative is not
 24 12 eligible to be a member of any other cooperative organized
 24 13 under chapter 501.
 24 14    Code section 504A.36 is amended by eliminating the
 24 15 requirement that the articles of incorporation include the
 24 16 effective date of incorporation and its original name if
 24 17 different from the present name.
 24 18    Code section 504A.39 is amended by striking the requirement
 24 19 that the restated articles of incorporation include a
 24 20 statement that they supersede the original articles of
 24 21 incorporation and all amendments to the original articles.
 24 22    Code section 504A.83 is amended by striking the requirement
 24 23 that a domestic or foreign nonprofit corporation include a
 24 24 brief statement of the character of the affairs which the
 24 25 corporation is actually conducting in its biennial report.
 24 26 The section is also amended to provide that the report include
 24 27 the names and addresses of the president, secretary,
 24 28 treasurer, and one member of the board of directors.
 24 29 Currently, the report must include the names and addresses of
 24 30 the directors and officers of the corporation.
 24 31    Code section 504A.84 is amended to provide that a domestic
 24 32 or foreign nonprofit corporation's first biennial report is to
 24 33 be filed with the secretary of state between January 1 and
 24 34 April 1 of the first odd-numbered year following the calendar
 24 35 year in which the domestic corporation was incorporated or the
 25  1 foreign corporation was authorized to transact business.
 25  2 Currently such report is to be filed in the first year
 25  3 following the calendar year in which the domestic corporation
 25  4 was incorporated or the foreign corporation was authorized to
 25  5 transact business.  Subsequent biennial reports are to be
 25  6 filed between January 1 and April 1 of the following odd-
 25  7 numbered years.  The section is also amended to authorize the
 25  8 secretary of state to establish a filing fee for the annual
 25  9 report.
 25 10    Code section 504A.84 is also amended by striking language
 25 11 which would allow the secretary of state to consider a
 25 12 corrected biennial report to be filed in a timely manner, if
 25 13 the information required to be included in the biennial report
 25 14 is delivered to the secretary of state within 30 days after
 25 15 the effective date of the notice provided to the corporation
 25 16 that the biennial report does not contain the required
 25 17 information.
 25 18    Code section 504A.85 is amended by establishing a fee of
 25 19 $20 for the filing of an application for reinstatement by a
 25 20 nonprofit corporation.
 25 21    Code sections 499.50 and 504A.54 are repealed.  Code
 25 22 section 499.50 requires the secretary of state to send a
 25 23 notice of delinquency by certified mail to a cooperative
 25 24 association failing to file a report or pay the appropriate
 25 25 fee.  Code section 504A.54 directs the secretary of state to
 25 26 inform the attorney general of all nonprofit corporations
 25 27 which have failed to timely file their annual reports.  The
 25 28 section provides for the commencement of dissolution
 25 29 proceedings against such corporations.
 25 30    A number of conforming amendments are made to sections
 25 31 referencing the annual reports which are amended to be
 25 32 biennial reports in this bill.  
 25 33 LSB 1042DP 77
 25 34 mj/sc/14.1

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