House Study Bill 11 HOUSE FILE BY (PROPOSED COMMITTEE ON JUDICIARY BILL BY CHAIRPERSON PAULSEN) Passed House, Date Passed Senate, Date Vote: Ayes Nays Vote: Ayes Nays Approved A BILL FOR 1 An Act relating to the names of business entities. 2 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 3 TLSB 1530HC 81 4 da/sh/8 PAG LIN 1 1 Section 1. Section 488.108, Code 2005, is amended by 1 2 adding the following new subsection: 1 3 NEW SUBSECTION. 7. This chapter does not control the use 1 4 of fictitious names. However, a limited partnership which 1 5 uses a fictitious name in this state shall deliver to the 1 6 secretary of state for filing a copy of the resolution of the 1 7 limited partnership certified by its general partners, 1 8 adopting the fictitious name. 1 9 Sec. 2. Section 547.1, Code 2005, is amended to read as 1 10 follows: 1 11 547.1 USE OF TRADE NAME == VERIFIED STATEMENT REQUIRED. 1 12 A personor copartnershipshall not engage in or conduct a 1 13 business under a trade name, or an assumed name of a character 1 14 other than the true surname of each person owning or having an 1 15 interest in the business, unless the person first records with 1 16 the county recorder of the county in which the business is to 1 17 be conducted a verified statement showing the name, post 1 18 office address, and residence address of each person owning or 1 19 having an interest in the business, and the address where the 1 20 business is to be conducted. However, this provision does not 1 21 apply to any person organized or incorporated in this state as 1 22 a domestic entity or authorized to do business in this state 1 23 as a foreign entity, if the person is a limited partnership 1 24 under chapter 487 or 488, a corporation underor limited 1 25 liability company incorporated or organized in this state or 1 26 any foreign corporation or foreign limited liability company 1 27 authorized to do business in this state or doing business 1 28 pursuant to an exemption inchapter 490;ora limited 1 29 liability company under chapter 490A; a professional 1 30 corporation under chapter 496C; a cooperative or cooperative 1 31 association under chapter 497, 498, 499, or 501; or a 1 32 nonprofit corporation under chapter 504 or 504A. 1 33 EXPLANATION 1 34 During the 2004 regular session, the general assembly 1 35 enacted H.F. 2347 (2004 Iowa Acts, chapter 1021), based on an 2 1 updated version of the uniform limited partnership Act, as 2 2 approved by the national conference of commissioners on 2 3 uniform state laws. The new law is codified in Code chapter 2 4 488, which will replace Code chapter 487. Code section 2 5 488.108 regulates the naming of limited partnerships, which 2 6 will replace the old naming provision in Code section 487.102. 2 7 New Code chapter 488 does not include a provision which 2 8 governs the use of fictitious names. This bill amends Code 2 9 section 488.108 to provide that a limited partnership may 2 10 adopt a fictitious name so long as its general partners have 2 11 filed a resolution with the secretary of state. The same 2 12 language is contained in Code section 487.102. 2 13 The bill also amends Code chapter 547, which regulates 2 14 trade names. Under Code section 547.1, a person cannot engage 2 15 in a business under a name other than the surname of each 2 16 person owning or having an interest in the business, unless 2 17 the person records a statement with the county recorder of the 2 18 county in which the business is located. The provision 2 19 contains an exception for domestic or foreign corporations or 2 20 limited liability companies. However, this provision does not 2 21 apply to professional corporations, cooperatives or 2 22 cooperative associations, or nonprofit corporations. The bill 2 23 extends that exception to any domestic entity incorporated or 2 24 organized in this state or a foreign entity authorized to do 2 25 business in this state if the entity is a limited partnership, 2 26 corporation, limited liability company, professional 2 27 corporation, cooperative or cooperative association, or 2 28 nonprofit corporation. 2 29 LSB 1530HC 81 2 30 da/sh/8