H.F. _____ DIVISION I 1 LIMITED LIABILITY COMPANIES 2 Section 1. Section 489.102, subsection 20, Code 2009, is 3 amended to read as follows: 4 20. “Registered office” means any of the following: 5 a. The the office that a limited liability company or 6 foreign limited liability company is required to designate and 7 maintain under section 489.113. 8 b. The principal office of a foreign limited liability 9 company. 10 Sec. 2. Section 489.113, Code 2009, is amended to read as 11 follows: 12 489.113 Registered office and registered agent for service 13 of process. 14 1. A limited liability company or a foreign limited 15 liability company that has a certificate of authority under 16 section 489.802 shall designate and continuously maintain in 17 this state all of the following: 18 a. 1. A registered office, which need not be a place of its 19 activity in this state. 20 b. 2. A registered agent for service of process . who may 21 be any of the following: 22 a. An individual who resides in this state and whose 23 business office is identical with the registered office. 24 b. A domestic corporation, limited liability company, or 25 not-for-profit domestic corporation whose business office is 26 identical with the registered office. 27 c. A foreign corporation, foreign limited liability company, 28 or not-for-profit foreign corporation authorized to transact 29 business in this state whose business office is identical with 30 the registered office. 31 2. A foreign limited liability company that has a 32 certificate of authority under section 489.802 shall designate 33 and continuously maintain in this state a registered agent for 34 service of process. 35 -1- LSB 5856HC (6) 83 da/nh 1/ 11

H.F. _____ 3. A registered agent for service of process of a limited 1 liability company or foreign limited liability company must be 2 an individual who is a resident of this state or other person 3 with authority to transact business in this state. 4 Sec. 3. Section 489.114, Code 2009, is amended to read as 5 follows: 6 489.114 Change of registered office or registered agent for 7 service of process. 8 1. A limited liability company or foreign limited liability 9 company may change its registered office , or its registered 10 agent for service of process , or the address of its registered 11 agent for service of process by delivering to the secretary of 12 state for filing a statement of change containing that sets 13 forth all of the following: 14 a. The name of the company. 15 b. The street and mailing addresses of its current 16 registered office. 17 c. b. If the current registered office is to be changed, 18 the street and mailing addresses of the new registered office. 19 c. If the current registered agent is to be changed, the 20 name of the new registered agent and the new agent’s consent to 21 the appointment. The agent’s consent may be on the statement 22 or attached to it. 23 d. The name and street and mailing addresses of its current 24 registered agent for service of process That after the change 25 or changes are made, the street address of its registered 26 office and the business office of its registered agent will be 27 identical . 28 e. If the current registered agent for service of process 29 or an address of the registered agent is to be changed, the new 30 information. 31 2. If a registered agent changes the street address of 32 the registered agent’s business office, the registered agent 33 may change the street address of the registered office of any 34 limited liability company or foreign limited liability company 35 -2- LSB 5856HC (6) 83 da/nh 2/ 11

H.F. _____ for which the person is the registered agent by notifying the 1 limited liability company or foreign limited liability company 2 in writing of the change and signing, either manually or in 3 facsimile, and delivering to the secretary of state for filing 4 a statement that complies with the requirements of subsection 5 1 and recites that the limited liability company or foreign 6 limited liability company has been notified of the change. 7 3. If a registered agent changes the registered agent’s 8 business address to another place, the registered agent may 9 change the business address and the address of the registered 10 agent by filing a statement as required by subsection 2 for 11 each limited liability company or foreign limited liability 12 company, or a single statement of all limited liability 13 companies or all foreign limited liability companies named 14 in the notice, except that it need be signed only by the 15 registered agent and need not include the name of the new 16 registered agent and need not be responsive to subsection 1, 17 paragraph “c” , and must recite that a copy of the statement 18 has been mailed to each limited liability company or foreign 19 limited liability company named in the notice. 20 4. A limited liability company or foreign limited liability 21 company may also change its registered office or registered 22 agent in its biennial report as provided in section 489.209. 23 5. Subject to section 489.205, subsection 3, a statement of 24 change is effective when filed by the secretary of state. 25 Sec. 4. Section 489.115, Code 2009, is amended by striking 26 the section and inserting in lieu thereof the following: 27 489.115 Resignation of registered agent for service of 28 process. 29 1. A registered agent may resign an agency appointment by 30 signing and delivering to the secretary of state for filing the 31 signed original statement of resignation. The statement of 32 resignation may include a statement that the registered office 33 is also discontinued. The registered agent shall send a copy 34 of the statement of resignation by registered or certified 35 -3- LSB 5856HC (6) 83 da/nh 3/ 11

H.F. _____ mail, return receipt requested, to the limited liability 1 company or foreign limited liability company at its principal 2 office and to the registered office, if not discontinued. The 3 registered agent shall certify to the secretary of state that 4 the copies have been sent to the limited liability company 5 or foreign limited liability company, including the date the 6 copies were sent. 7 2. The agency appointment is terminated, and the registered 8 office discontinued if so provided, on the date on which the 9 statement was filed. 10 Sec. 5. Section 489.116, Code 2009, is amended to read as 11 follows: 12 489.116 Service of process. 13 1. A limited liability company’s or foreign limited 14 liability company’s registered agent for service of process 15 appointed by a limited liability company or foreign limited 16 liability company is an is the company’s agent of the 17 company for service of any process, notice, or demand required 18 or permitted by law to be served on the company. 19 2. If a limited liability company or foreign limited 20 liability company has no registered agent, or the agent 21 cannot with reasonable diligence be served, the limited 22 liability company may be served by registered or certified 23 mail, return receipt requested, addressed to the limited 24 liability company at its principal office. Service is 25 perfected at the earliest of any of the following: 26 3. Service is effected under subsection 2 at the earliest 27 of any of the following: 28 a. The date the limited liability company or foreign limited 29 liability company receives the process, notice, or demand mail . 30 b. The date shown on the return receipt, if signed on behalf 31 of the company. 32 c. Five days after the process, notice, or demand is 33 deposited with its deposit in the United States postal service, 34 if mail, as evidenced by the postmark, if mailed postpaid 35 -4- LSB 5856HC (6) 83 da/nh 4/ 11

H.F. _____ and correctly addressed and with sufficient postage . 1 4. This section does not affect the right to serve process, 2 notice, or demand in any other manner provided by law. A 3 limited liability company or foreign limited liability company 4 may be served pursuant to this section, as provided in another 5 provision of this chapter, or as provided in sections 617.3 6 through 617.6, unless the manner of service is otherwise 7 specifically provided for by another provision of law. 8 Sec. 6. Section 489.117, subsection 1, paragraphs e and f, 9 Code 2009, are amended by striking the paragraphs. 10 Sec. 7. Section 489.117, Code 2009, is amended by adding the 11 following new subsection: 12 NEW SUBSECTION . 4. The secretary of state may impose, 13 assess, and collect a filing fee as a condition to accepting a 14 biennial report as provided in section 489.209. 15 Sec. 8. Section 489.201, subsection 2, paragraph b, Code 16 2009, is amended to read as follows: 17 b. The street and mailing addresses address of the 18 initial registered office and the name and street and mailing 19 addresses of the initial registered agent for service of 20 process of on the company. 21 Sec. 9. Section 489.208, subsection 1, paragraph b, Code 22 2009, is amended to read as follows: 23 b. That the company was duly formed under the laws of this 24 state , and the date of its formation , and the period of its 25 duration if less than perpetual . 26 Sec. 10. Section 489.209, Code 2009, is amended to read as 27 follows: 28 489.209 Biennial report for secretary of state. 29 1. A limited liability company or a foreign limited 30 liability company authorized to transact business in this state 31 shall deliver to the secretary of state for filing a biennial 32 report that states all of the following: 33 a. The name of the company. 34 b. The street and mailing addresses address of the company’s 35 -5- LSB 5856HC (6) 83 da/nh 5/ 11

H.F. _____ registered office , and the name and street and mailing 1 addresses of its registered agent for service of process 2 in this state at that office, and the consent of any new 3 registered agent . 4 c. The street and mailing addresses address of its principal 5 office. 6 d. In the case of a foreign limited liability company, the 7 state or other jurisdiction under whose law the company is 8 formed and any alternate name adopted under section 489.805, 9 subsection 1. 10 2. Information in a biennial report under this section 11 must be current as of the date the report is delivered to the 12 secretary of state for filing. The report shall be executed 13 on behalf of the limited liability company or foreign limited 14 liability company and signed as provided in section 489.203. 15 3. The first biennial report under this section must be 16 delivered to the secretary of state between January 1 and 17 April 1 of the first odd-numbered year following the calendar 18 year in which a limited liability company was formed or a 19 foreign limited liability company was authorized to transact 20 business. A subsequent biennial report must be delivered 21 to the secretary of state between January 1 and April 1 of 22 each following odd-numbered calendar year. A filing fee for 23 the biennial report shall be determined by the secretary of 24 state pursuant to section 489.117. Each biennial report shall 25 contain information related to the two-year period immediately 26 preceding the calendar year in which the report is filed. 27 4. If a biennial report under this section does not contain 28 the information required in subsection 1 this section , the 29 secretary of state shall promptly notify the reporting limited 30 liability company or foreign limited liability company in 31 writing and return the report to it for correction. If the 32 report is corrected to contain the information required in 33 subsection 1 and delivered to the secretary of state within 34 thirty days after the effective date of the notice, it is 35 -6- LSB 5856HC (6) 83 da/nh 6/ 11

H.F. _____ timely delivered . 1 5. If a biennial report under this section contains an 2 address of a registered office or the name or address of a 3 registered agent for service of process which differs from the 4 information shown in the records of the secretary of state 5 immediately before the biennial report becomes effective, the 6 differing information in the biennial report is considered 7 a statement of change under section 489.114 . The secretary 8 of state may provide for the change of registered office or 9 registered agent on the form prescribed by the secretary of 10 state for the biennial report, provided that the form contains 11 the information required in section 489.114. If the secretary 12 of state determines that a biennial report does not contain the 13 information required in this section but otherwise meets the 14 requirements of section 489.114 for the purpose of changing 15 the registered office or registered agent, the secretary of 16 state shall file the statement of change for the registered 17 office or registered agent, effective as provided in section 18 489.205, subsection 3, before returning the biennial report to 19 the limited liability company as provided in this section. A 20 statement of change of registered office or registered agent 21 accomplished pursuant to this subsection shall be executed by a 22 person authorized to execute the biennial report. 23 Sec. 11. Section 489.302, subsection 1, paragraph a, Code 24 Supplement 2009, is amended to read as follows: 25 a. It must include the name of the company and the street 26 and mailing addresses address of its registered principal 27 office. 28 Sec. 12. Section 489.302, subsection 2, paragraph b, Code 29 Supplement 2009, is amended to read as follows: 30 b. The street and mailing addresses address of the company’s 31 registered principal office. 32 Sec. 13. Section 489.303, Code 2009, is amended by adding 33 the following new subsection: 34 NEW SUBSECTION . 3. Certifies to the secretary of state that 35 -7- LSB 5856HC (6) 83 da/nh 7/ 11

H.F. _____ the person denying authority has sent a copy of the statement 1 of denial to the limited liability company, including the date 2 on which the copy was sent. 3 Sec. 14. Section 489.705, subsection 1, Code 2009, is 4 amended to read as follows: 5 1. The secretary of state may commence a proceeding under 6 this section to administratively dissolve a limited liability 7 company administratively , if the company does not do any of the 8 following apply : 9 a. Pay, The limited liability company has not delivered 10 a biennial report to the secretary of state in a form that 11 meets the requirements of 489.209 within sixty days after it is 12 due, or has not paid within sixty days after the due date, any 13 fee, tax, or penalty due to the secretary of state under this 14 chapter or law other than this chapter. 15 b. Deliver, within sixty days after the due date, its 16 biennial report to the secretary of state. The limited 17 liability company is without a registered office or registered 18 agent in this state for sixty days or more. 19 c. The limited liability company does not notify the 20 secretary of state within sixty days that its registered agent 21 or registered office has been changed, that its registered 22 agent has resigned, or that its registered office has been 23 discontinued. 24 d. The limited liability company’s period of duration stated 25 in its certificate of organization has expired. 26 Sec. 15. Section 489.802, subsection 1, paragraph d, Code 27 2009, is amended to read as follows: 28 d. The name and street and mailing addresses of the 29 company’s initial registered agent for service of process in 30 this state. 31 Sec. 16. Section 489.806, subsection 1, paragraphs c and d, 32 Code 2009, are amended to read as follows: 33 c. Appoint and maintain a registered agent for service of 34 process and registered office as required by section 489.113, 35 -8- LSB 5856HC (6) 83 da/nh 8/ 11

H.F. _____ subsection subsections 1 and 2. 1 d. Deliver for filing a statement of a change under section 2 489.114 within thirty days after a change has occurred in the 3 name or address of the of its registered agent or the address 4 of its registered office . 5 Sec. 17. Section 489.806, subsection 2, unnumbered 6 paragraph 1, Code 2009, is amended to read as follows: 7 To revoke a certificate of authority of a foreign limited 8 liability company, the secretary of state must prepare, 9 sign, and file a notice of revocation and send a copy to 10 the company’s registered agent for service of process in 11 this state, or if the company does not appoint and maintain 12 a proper registered agent in this state, to the company’s 13 registered principal office. The notice must state all of the 14 following: 15 DIVISION II 16 BUSINESS CORPORATIONS 17 Sec. 18. Section 490.1420, subsection 1, Code 2009, is 18 amended to read as follows: 19 1. The corporation has not delivered a biennial report to 20 the secretary of state in a form that meets the requirements of 21 section 490.1622, within sixty days after it is due, or has not 22 paid the filing fee as determined by any fee, tax, or penalty 23 due to the secretary of state under this chapter or law other 24 than this chapter , within sixty days after it is due. 25 Sec. 19. Section 490.1622, subsection 2, Code 2009, is 26 amended to read as follows: 27 2. Information in the biennial report must be current as 28 of the first day of January of the year in which the report 29 is due the date the report is delivered to the secretary of 30 state for filing . The report shall be executed on behalf of 31 the corporation and signed as provided in section 490.120 or by 32 any other person authorized by the board of directors of the 33 corporation. 34 EXPLANATION 35 -9- LSB 5856HC (6) 83 da/nh 9/ 11

H.F. _____ DIVISION I —— LIMITED LIABILITY COMPANIES. This bill amends 1 provisions regulating the formation and management of a limited 2 liability company (LLC) under Code chapter 489. 3 REGISTERED OFFICES AND REGISTERED AGENTS. The bill provides 4 that a registered office is the same for an LLC regardless of 5 whether it is formed in this state or in another jurisdiction. 6 In both cases an LLC must have a certificate of organization 7 (Code section 489.201) or a certificate of authority (Code 8 section 489.802) to do business in the state, and must 9 designate a registered office and name a registered agent for 10 purposes of accepting service of process in a court action 11 (Code sections 489.113 and 489.116). The bill provides that in 12 both cases a registered agent must be an individual who resides 13 in the state, or a business organized in this state or another 14 state, and maintain a business office which is the company’s 15 registered office. 16 CHANGES IN A REGISTERED OFFICE OR REGISTERED AGENT. The 17 bill provides for changes in an LLC’s registered office or 18 registered agent (Code section 489.114), provided that the 19 street address of its registered office and the business 20 office of its registered agent will be identical. It also 21 requires a registered agent to notify the secretary of state 22 and the LLC of any change in address. Likewise, the bill 23 provides that an LLC must notify the secretary of state of any 24 change in its registered office or its registered agent (Code 25 section 489.114). The LLC may notify the secretary of state by 26 filing a statement of change or by filing its biennial report 27 (Code section 489.209). The bill provides procedures for a 28 registered agent to resign by providing notice to the secretary 29 of state and the LLC (Code section 489.115). 30 SERVICE OF PROCESS. The bill provides that service of 31 process may be accomplished by mail to the LLC’s principal 32 business office, and provides that service is delivered when 33 the LLC receives the mail, on the date shown on any signed 34 return receipt, or five days after its deposit in the United 35 -10- LSB 5856HC (6) 83 da/nh 10/ 11

H.F. _____ States mail (Code section 489.116). Service may also be 1 accomplished in any other manner specified in law. 2 FEES. The bill amends provisions for the imposition of fees 3 (Code section 489.117). It eliminates references to filing 4 applications which are not provided for in the Code chapter and 5 for which no fee is assessed. It also allows the secretary of 6 state to impose and collect filing fees for biennial reports. 7 AUTHORIZATIONS. The bill requires that an LLC’s certificate 8 of authority state its duration if less than perpetual (Code 9 section 489.208). The bill provides that a person who denies 10 authority to act on behalf of the LLC by filing a statement of 11 denial (Code section 489.303), must notify the LLC and certify 12 to the secretary of state that the notice was accomplished. 13 ADMINISTRATIVE DISSOLUTION. The bill amends provisions 14 allowing the secretary of state to provide for the 15 administrative dissolution of an LLC (Code section 489.705). 16 The bill provides that grounds for such an action include 17 the LLC’s failure to deliver a biennial report, to have 18 a registered office or registered agent or to notify the 19 secretary of change in a registered office or registered agent, 20 or the LLC’s duration expires. 21 DIVISION II —— BUSINESS CORPORATIONS. The bill amends 22 provisions regulating the formation and management of business 23 corporations under Code chapter 490. 24 ADMINISTRATIVE DISSOLUTION. The bill amends provisions 25 allowing the secretary of state to provide for the 26 administrative dissolution of a business corporation (Code 27 section 490.1420). The bill provides that one cause for such 28 dissolution is the failure of the corporation to pay the 29 secretary of state any fee, tax, or penalty due under state 30 statute. 31 BIENNIAL REPORT. The bill provides that a biennial report 32 required to be filed with the secretary of state (Code section 33 490.1622), must be current on the date that it is delivered to 34 the secretary of state. 35 -11- LSB 5856HC (6) 83 da/nh 11/ 11