Senate
File
2054
-
Enrolled
Senate
File
2054
AN
ACT
ELIMINATING
REQUIREMENTS
PROVIDING
FOR
THE
PAYMENT
OF
AN
OUTSTANDING
TAX
LIABILITY
BY
DISSOLVED
BUSINESS
ENTITIES
AS
A
CONDITION
TO
REINSTATEMENT.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
DIVISION
I
LIMITED
LIABILITY
COMPANIES
Section
1.
Section
489.710,
subsections
1
and
2,
Code
2024,
are
amended
to
read
as
follows:
1.
A
limited
liability
company
administratively
dissolved
under
section
489.708
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
application
must
meet
all
of
the
following
requirements:
a.
State
the
name
of
the
limited
liability
company
at
its
date
of
dissolution
and
the
effective
date
of
its
administrative
dissolution.
b.
State
that
the
ground
or
grounds
for
dissolution
either
did
not
exist
or
have
been
eliminated.
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
the
dissolution,
state
a
name
that
satisfies
the
requirements
of
section
489.112
.
d.
State
the
federal
tax
identification
number
of
the
limited
liability
company.
2.
a.
The
secretary
of
state
shall
refer
the
federal
tax
identification
number
contained
in
the
application
for
Senate
File
2054,
p.
2
reinstatement
to
the
department
of
workforce
development.
The
department
of
workforce
development
shall
report
to
the
secretary
of
state
the
tax
status
of
the
limited
liability
company.
If
the
department
reports
to
the
secretary
of
state
that
a
filing
delinquency
or
liability
exists
against
the
company,
the
secretary
of
state
shall
not
cancel
the
certificate
of
dissolution
until
the
filing
delinquency
or
liability
is
satisfied.
b.
(1)
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
and
that
a
delinquency
or
liability
reported
pursuant
to
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
that
recites
the
secretary
of
state’s
determination
and
the
effective
date
of
reinstatement,
file
the
certificate
of
reinstatement,
and
deliver
a
copy
to
the
limited
liability
company
under
section
489.119
.
(2)
b.
If
the
limited
liability
company’s
name
in
subsection
1
,
paragraph
“c”
,
is
different
from
the
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
company’s
certificate
of
organization
insofar
as
it
pertains
to
its
name.
A
company
shall
not
relinquish
the
right
to
retain
its
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
company’s
dissolution.
DIVISION
II
BUSINESS
CORPORATIONS
Sec.
2.
Section
490.1422,
subsections
1
and
2,
Code
2024,
are
amended
to
read
as
follows:
1.
A
corporation
administratively
dissolved
under
section
490.1421
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
application
must
meet
all
of
the
following
requirements:
a.
State
the
name
of
the
corporation
at
its
date
of
dissolution
and
the
effective
date
of
its
administrative
dissolution.
b.
State
that
the
ground
or
grounds
for
dissolution
either
did
not
exist
or
have
been
eliminated.
Senate
File
2054,
p.
3
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
dissolution,
state
a
corporate
name
that
satisfies
the
requirements
of
section
490.401
.
d.
State
the
federal
tax
identification
number
of
the
corporation.
2.
a.
The
secretary
of
state
shall
refer
the
federal
tax
identification
number
contained
in
the
application
for
reinstatement
to
the
department
of
workforce
development.
The
department
shall
report
to
the
secretary
of
state
the
tax
status
of
the
corporation.
If
the
department
reports
to
the
secretary
of
state
that
a
filing
delinquency
or
liability
exists
against
the
corporation,
the
secretary
of
state
shall
not
cancel
the
certificate
of
dissolution
until
the
filing
delinquency
or
liability
is
satisfied.
b.
(1)
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
and
that
a
delinquency
or
liability
reported
pursuant
to
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
that
recites
the
secretary
of
state’s
determination
and
the
effective
date
of
reinstatement,
file
the
certificate
of
reinstatement,
and
deliver
a
copy
to
the
corporation
under
section
490.504
.
(2)
b.
If
the
corporate
name
in
subsection
1
,
paragraph
“c”
,
is
different
from
the
corporate
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
articles
of
incorporation
insofar
as
it
pertains
to
the
corporate
name.
A
corporation
shall
not
relinquish
the
right
to
retain
its
corporate
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
corporation’s
dissolution.
DIVISION
III
CLOSED
COOPERATIVES
Sec.
3.
Section
501.813,
subsections
1
and
2,
Code
2024,
are
amended
to
read
as
follows:
1.
A
cooperative
administratively
dissolved
under
section
501.812
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
Senate
File
2054,
p.
4
application
must
meet
all
of
the
following
requirements:
a.
Recite
the
name
of
the
cooperative
at
its
date
of
dissolution
and
the
effective
date
of
its
administrative
dissolution.
b.
State
that
the
ground
or
grounds
for
dissolution
have
been
eliminated.
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
the
cooperative’s
dissolution,
state
a
name
that
satisfies
the
requirements
of
section
501.104
.
d.
State
the
federal
tax
identification
number
of
the
cooperative.
2.
a.
The
secretary
of
state
shall
refer
the
federal
tax
identification
number
contained
in
the
application
for
reinstatement
to
the
department
of
workforce
development.
The
department
of
workforce
development
shall
report
to
the
secretary
of
state
the
tax
status
of
the
cooperative.
If
the
department
reports
to
the
secretary
of
state
that
a
filing
delinquency
or
liability
exists
against
the
cooperative,
the
secretary
of
state
shall
not
cancel
the
certificate
of
dissolution
until
the
filing
delinquency
or
liability
is
satisfied.
b.
(1)
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
and
that
a
delinquency
or
liability
reported
pursuant
to
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
that
recites
the
secretary
of
state’s
determination
and
the
effective
date
of
reinstatement,
file
the
document,
and
deliver
a
copy
to
the
cooperative
under
section
501.106
.
(2)
b.
If
the
name
of
the
cooperative
as
provided
in
subsection
1
,
paragraph
“c”
,
is
different
than
the
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
articles
of
association
insofar
as
it
pertains
to
the
name.
A
cooperative
shall
not
relinquish
the
right
to
retain
its
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
cooperative’s
dissolution.
DIVISION
IV
Senate
File
2054,
p.
5
NONPROFIT
COOPERATIVES
Sec.
4.
Section
504.1423,
subsections
1
and
2,
Code
2024,
are
amended
to
read
as
follows:
1.
A
corporation
administratively
dissolved
under
section
504.1422
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
application
must
state
all
of
the
following:
a.
The
name
of
the
corporation
and
the
effective
date
of
its
administrative
dissolution.
b.
That
the
ground
or
grounds
for
dissolution
either
did
not
exist
or
have
been
eliminated.
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
dissolution,
state
the
corporation’s
name
satisfies
the
requirements
of
section
504.401
.
d.
The
federal
tax
identification
number
of
the
corporation.
2.
a.
The
secretary
of
state
shall
refer
the
federal
tax
identification
number
contained
in
the
application
for
reinstatement
to
the
department
of
workforce
development.
The
department
of
workforce
development
shall
report
to
the
secretary
of
state
the
tax
status
of
the
corporation.
If
the
department
reports
to
the
secretary
of
state
that
a
filing
delinquency
or
liability
exists
against
the
corporation,
the
secretary
of
state
shall
not
cancel
the
certificate
of
dissolution
until
the
filing
delinquency
or
liability
is
satisfied.
b.
(1)
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
that
a
delinquency
or
liability
reported
pursuant
to
paragraph
“a”
has
been
satisfied,
and
that
all
of
the
application
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
reciting
that
determination
and
the
effective
date
of
reinstatement,
file
the
document,
and
deliver
a
copy
to
the
corporation
under
section
504.504
.
(2)
b.
If
the
corporate
name
in
subsection
1
,
paragraph
“c”
,
is
different
from
the
corporate
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
articles
of
incorporation
insofar
as
it
pertains
to
the
corporate
name.
A
corporation
Senate
File
2054,
p.
6
shall
not
relinquish
the
right
to
retain
its
corporate
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
corporation’s
dissolution.
______________________________
AMY
SINCLAIR
President
of
the
Senate
______________________________
PAT
GRASSLEY
Speaker
of
the
House
I
hereby
certify
that
this
bill
originated
in
the
Senate
and
is
known
as
Senate
File
2054,
Ninetieth
General
Assembly.
______________________________
W.
CHARLES
SMITHSON
Secretary
of
the
Senate
Approved
_______________,
2024
______________________________
KIM
REYNOLDS
Governor