House Study Bill 166 - Introduced HOUSE FILE _____ BY (PROPOSED COMMITTEE ON JUDICIARY BILL BY CHAIRPERSON ANDERSON) A BILL FOR An Act relating to business entities by providing for service 1 of process for foreign corporations and the naming of 2 professional limited liability companies, and including 3 effective and applicability date provisions. 4 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 5 TLSB 1050HC (9) 84 da/nh

H.F. _____ DIVISION I 1 SERVICE OF PROCESS 2 Section 1. Section 490.1510, Code 2011, is amended by adding 3 the following new subsection: 4 NEW SUBSECTION . 2A. a. A foreign corporation that does not 5 have a current certificate of authority to transact business in 6 this state under section 490.1503 may be served, with respect 7 to an in rem action, in the manner provided in subsections 2 8 and 3, addressed to the secretary of the foreign corporation 9 at its principal office as found either in the records of the 10 jurisdiction of incorporation or in public records filed by 11 it with an agency of the United States or any state having 12 regulatory authority over the foreign corporation’s business 13 and affairs. 14 b. For purposes of paragraph “a” , “in rem action” means 15 an action, statutory notice, or demand involving the title to 16 real estate or tangible personal property sited in Iowa; the 17 partition or the foreclosure of a lien or mortgage against real 18 estate; or the determination of the priorities of liens or 19 claims against such real estate or personal property. 20 Sec. 2. Section 490.1510, subsection 3, unnumbered 21 paragraph 1, Code 2011, is amended to read as follows: 22 Service is perfected under subsection 2 or 2A at the earliest 23 of: 24 DIVISION II 25 NAMING OF PROFESSIONAL LIMITED LIABILITY COMPANIES 26 Sec. 3. Section 489.1103, Code 2011, is amended to read as 27 follows: 28 489.1103 Name. 29 The name of a professional limited liability company, the 30 name of a foreign professional limited liability company or 31 its name as modified for use in this state, and any fictitious 32 name or trade name adopted by a professional limited liability 33 company or foreign professional limited liability company 34 shall contain the words “professional limited liability 35 -1- LSB 1050HC (9) 84 da/nh 1/ 3

H.F. _____ company” , “professional limited company”, or the abbreviation 1 “P. L. L. C.” , or “PLLC”, “P. L. C.”, or “PLC”, and except for 2 the addition of such words or abbreviation, shall be a name 3 which could lawfully be used by a licensed individual or by a 4 partnership of licensed individuals in the practice in this 5 state of a profession which the professional limited liability 6 company is authorized to practice. Each regulating board may 7 by rule adopt additional requirements as to the corporate names 8 and fictitious or trade names of professional limited liability 9 companies and foreign professional limited liability companies 10 which are authorized to practice a profession which is within 11 the jurisdiction of the regulating board. 12 Sec. 4. Section 489.1304, subsection 3, Code 2011, is 13 amended by adding the following new paragraph: 14 NEW PARAGRAPH . c. If a professional limited liability 15 company’s name complied with section 490A.1503 as that section 16 existed on December 30, 2010, that company’s name shall also 17 be deemed to comply with the name requirements of section 18 489.1103, Code 2011. 19 Sec. 5. RETROACTIVE APPLICABILITY. Section 489.1103, as 20 amended by this division of this Act, applies retroactively to 21 January 1, 2009. 22 Sec. 6. EFFECTIVE UPON ENACTMENT. This division of this 23 Act, being deemed of immediate importance, takes effect upon 24 enactment. 25 EXPLANATION 26 GENERAL. This bill amends provisions affecting business 27 corporations which are under Code chapter 490, including 28 corporations organized in this state or foreign corporations 29 organized outside this state; and limited liability companies, 30 and specifically professional limited liability companies, 31 organized under Code chapter 489. 32 DIVISION I —— BUSINESS CORPORATIONS. The bill amends 33 provisions which provide for service on a foreign corporation 34 which does not have a current certificate of authority to 35 -2- LSB 1050HC (9) 84 da/nh 2/ 3

H.F. _____ transact business in this state. The bill allows service 1 for an in rem action (against real or personal property) to 2 be accomplished by certified mail addressed to the foreign 3 corporation’s secretary at its principal office as listed in 4 public records. 5 DIVISION II —— PROFESSIONAL LIMITED LIABILITY COMPANIES. In 6 2008, the general assembly enacted H.F. 2633 (2008 Iowa Acts, 7 ch. 1162), which replaced the Uniform Limited Liability Company 8 Act under Code chapter 490A with the Revised Uniform Limited 9 Liability Company Act under Code chapter 489. An existing 10 limited liability company could continue to be governed under 11 Code chapter 490A until its repeal on December 31, 2010. A new 12 limited liability company formed on or after January 1, 2009, 13 must be formed under Code chapter 489. 14 The bill amends Code section 489.1103, to provide that a 15 professional limited liability company may be referred to as a 16 “professional limited company” or abbreviations of that name; 17 which is the same name or abbreviations recognized under old 18 Code section 490A.1503. This provision applies retroactively 19 to an old professional limited liability company that was 20 subject to Code chapter 490A and is now governed under Code 21 chapter 489; and to any new limited liability company which was 22 formed on or after January 1, 2009, and which has always been 23 governed under new Code chapter 489. 24 This division takes effect upon enactment. 25 -3- LSB 1050HC (9) 84 da/nh 3/ 3