House File 2320 H-8069 Amend House File 2320 as follows: 1 1. Page 2, after line 34 by inserting: 2 < DIVISION ___ 3 UNIFORM LIMITED PARTNERSHIP ACT 4 Sec. ___. Section 488.102, subsection 19, Code 2018, is 5 amended to read as follows: 6 19. “Registered office” means: 7 a. With respect to a limited partnership, means the office 8 that the a limited partnership or foreign limited partnership 9 is required to designate and maintain under section 488.114 . 10 b. With respect to a foreign limited partnership, its 11 principal office. 12 Sec. ___. Section 488.114, Code 2018, is amended to read as 13 follows: 14 488.114 Registered office and registered agent for service 15 of process. 16 1. A limited partnership or foreign limited partnership 17 shall designate and continuously maintain in this state both 18 all of the following: 19 a. A registered office, which need not be a place of its 20 activity in this state. 21 b. A registered agent for service of process. 22 2. A foreign limited partnership shall designate and 23 continuously maintain in this state a registered agent for 24 service of process. 25 3. 2. A registered agent for service of process of a 26 limited partnership or foreign limited partnership must be an 27 one of the following: 28 a. An individual who is a resident of Iowa or other and 29 whose business office is identical with the registered office. 30 b. A person other than an individual authorized to do 31 business in this state whose business office is identical with 32 the registered office . 33 Sec. ___. Section 488.116, subsections 2 and 3, Code 2018, 34 are amended to read as follows: 35 -1- HF2320.3291 (4) 87 da/rn 1/ 6 #1.

2. After receiving a statement of resignation, the 1 secretary of state shall file it and mail a copy to the 2 registered office of the limited partnership or foreign limited 3 partnership and another copy to the principal office if the 4 address of the office appears in the records of the secretary 5 of state and is different from the address of the registered 6 office . 7 3. A registered agency agent for service of process is 8 terminated on the date on which the statement of resignation 9 was filed with the secretary of state. 10 Sec. ___. Section 488.809, subsection 1, Code 2018, is 11 amended to read as follows: 12 1. The secretary of state may dissolve a limited partnership 13 administratively if the limited partnership does not , within 14 sixty days after the due date, do any of the following: 15 a. Pay , within sixty days after the due date, any fee, tax, 16 or penalty under this chapter or other law due the secretary of 17 state. 18 b. Deliver , within sixty days after the due date, its 19 biennial report to the secretary of state required under 20 section 488.210 . 21 c. Designate and continuously maintain a registered office 22 and appoint and maintain a registered agent for service of 23 process as required by section 488.114. 24 d. Deliver for filing a statement of a change under section 25 488.115 within sixty days after the change has occurred. 26 Sec. ___. Section 488.902, subsection 2, Code 2018, is 27 amended to read as follows: 28 2. A foreign limited partnership shall deliver with the 29 completed application a certificate of existence or a record 30 of similar import signed by the secretary of state or other 31 official having custody of the foreign limited partnership’s 32 publicly filed records in the state or other jurisdiction under 33 whose law the foreign limited partnership is organized. The 34 certificate of existence or other record described in this 35 -2- HF2320.3291 (4) 87 da/rn 2/ 6

subsection must be dated not earlier than ninety days prior to 1 the date the application is filed with the secretary of state. 2 Sec. ___. Section 488.906, subsections 1 and 2, Code 2018, 3 are amended to read as follows: 4 1. A certificate of authority of a foreign limited 5 partnership to transact business in this state may be revoked 6 by the secretary of state in the manner provided in subsections 7 2 and 3 if the foreign limited partnership does not do any of 8 the following: 9 a. Pay, within sixty days after the due date, any fee, tax 10 or penalty under this chapter or other law due the secretary of 11 state. 12 b. Deliver, within sixty days after the due date, its 13 biennial report required under section 488.210 . 14 c. Appoint Designate and continuously maintain a registered 15 office and appoint and maintain a registered agent for service 16 of process as required by section 488.114 , subsection 2 . 17 d. Deliver for filing a statement of a change under section 18 488.115 within thirty sixty days after a the change has 19 occurred in the name or address of the registered agent for 20 service of process . 21 2. In order to revoke a certificate of authority, the 22 secretary of state must prepare, sign, and file a notice of 23 revocation and send a copy to the foreign limited partnership’s 24 registered agent for service of process in this state, or 25 if the foreign limited partnership does not appoint and 26 maintain a proper agent in this state, to the foreign limited 27 partnership’s registered principal office. The notice must 28 state all of the following: 29 a. The revocation’s effective date, which must be at least 30 sixty days after the date the secretary of state sends the 31 copy. 32 b. The foreign limited partnership’s failures failure 33 to comply with subsection 1 which are is the reason for the 34 revocation. 35 -3- HF2320.3291 (4) 87 da/rn 3/ 6

Sec. ___. Section 488.1206, subsection 1, Code 2018, is 1 amended by adding the following new paragraph: 2 NEW PARAGRAPH . 0p. Articles of merger . . . . . . . . $50 3 DIVISION ___ 4 IOWA BUSINESS CORPORATION ACT 5 Sec. ___. Section 490.122, subsection 1, paragraph b, Code 6 2018, is amended by striking the paragraph. 7 DIVISION ___ 8 IOWA BANKING ACT 9 Sec. ___. Section 524.1404, Code 2018, is amended to read 10 as follows: 11 524.1404 Procedure after approval by the superintendent —— 12 issuance of certificate of merger. 13 If applicable state or federal laws require the approval of 14 the merger by a federal or state agency, the superintendent may 15 withhold delivery of the approved articles of merger until the 16 superintendent receives notice of the decision of such agency. 17 If the final approval of the agency is not given within six 18 months of the superintendent’s approval, the superintendent 19 shall notify the parties to the plan that the approval of the 20 superintendent has been rescinded for that reason. If such 21 agency gives its approval, the superintendent shall deliver 22 the articles of merger, with the superintendent’s approval 23 indicated on the articles, to the secretary of state, and shall 24 notify the parties to the plan. The receipt of the approved 25 articles of merger by the secretary of state constitutes filing 26 of the articles of merger with that office. The secretary of 27 state shall record the articles of merger, and forward a copy 28 of the articles shall be filed and recorded in to the office of 29 the county recorder in each county in which the parties to the 30 plan had previously maintained a principal place of business 31 for filing . On the date upon which the merger is effective 32 the secretary of state shall issue a certificate of merger and 33 send the same to the resulting state bank and a copy of the 34 certificate of merger to the superintendent. 35 -4- HF2320.3291 (4) 87 da/rn 4/ 6

Sec. ___. Section 524.1506, subsection 1, Code 2018, is 1 amended to read as follows: 2 1. The secretary of state shall record the articles of 3 amendment, and forward a copy of the articles of amendment 4 shall be filed in to the office of the county recorder in the 5 county in which the state bank has its principal place of 6 business for filing . The secretary of state upon the filing 7 of the articles of amendment shall issue a certificate of 8 amendment and send the same to the state bank. 9 DIVISION ___ 10 PROHIBITED UCC RECORD FILINGS 11 Sec. ___. Section 554.9516, subsection 2, Code 2018, is 12 amended by adding the following new paragraph: 13 NEW PARAGRAPH . 0f. in the case of an initial financing 14 statement or an amendment, a secured party and a debtor appear 15 to be the same party. The secretary of state may require the 16 person filing the financing statement to furnish reasonable 17 proof that the parties are not the same. 18 Sec. ___. NEW SECTION . 708.7A Persons unauthorized to file 19 records. 20 1. A person shall not cause to be communicated to the filing 21 office, as defined in section 554.9102, for filing a record, 22 also defined in that section, if all of the following apply: 23 a. The person is not authorized or otherwise entitled to 24 file the record under section 554.9509. 25 b. The record is not related to an existing or anticipated 26 transaction that is or will be governed by chapter 554, article 27 9. 28 c. The record is presented for filing or filed with the 29 intent to harass or defraud the person identified as a debtor 30 in the record. 31 2. A person who commits a violation of this section is 32 guilty of the following: 33 a. A simple misdemeanor for a first offense. 34 b. A serious misdemeanor for a second or subsequent 35 -5- HF2320.3291 (4) 87 da/rn 5/ 6

offense. > 1 2. Title page, by striking lines 4 and 5 and inserting 2 < farming, the powers and duties of the office of secretary of 3 state, the liability of corporate directors, and commercial 4 transactions involving creditors, providing for fees, and 5 providing for penalties. > 6 3. By renumbering as necessary. 7 ______________________________ GUSTAFSON of Madison -6- HF2320.3291 (4) 87 da/rn 6/ 6 #2. #3.