S.F. 2056 Section 1. Section 486A.1002, Code 2011, is amended to read 1 as follows: 2 486A.1002 Name. 3 1. The name of a limited liability partnership must end with 4 “Registered Limited Liability Partnership”, “Limited Liability 5 Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. 6 2. The name of a limited liability partnership shall not 7 contain any combination of letters, numbers, or symbols that 8 create a connotation that is offensive to good taste and 9 decency. 10 Sec. 2. Section 486A.1102, subsection 1, paragraph a, Code 11 2011, is amended to read as follows: 12 a. (1) The name of the foreign limited liability 13 partnership which satisfies the requirements of the state or 14 other jurisdiction under whose law it is formed and ends with 15 “Registered Limited Liability Partnership”, “Limited Liability 16 Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. 17 (2) Notwithstanding subparagraph (1), the name of a limited 18 liability partnership shall not contain any combination of 19 letters, numbers, or symbols that create a connotation that is 20 offensive to good taste and decency. 21 Sec. 3. Section 488.108, Code 2011, is amended by adding the 22 following new subsection: 23 NEW SUBSECTION . 4A. The name of a limited partnership shall 24 not contain any combination of letters, numbers, or symbols 25 that create a connotation that is offensive to good taste and 26 decency. 27 Sec. 4. Section 489.108, Code 2011, is amended by adding the 28 following new subsection: 29 NEW SUBSECTION . 3A. The name of a limited liability company 30 shall not contain any combination of letters, numbers, or 31 symbols that create a connotation that is offensive to good 32 taste and decency. 33 Sec. 5. Section 490.401, Code 2011, is amended by adding the 34 following new subsection: 35 -1- LSB 5269XS (2) 84 da/nh 1/ 3

S.F. 2056 NEW SUBSECTION . 4A. A corporate name shall not contain 1 any combination of letters, numbers, or symbols that create a 2 connotation that is offensive to good taste and decency. 3 Sec. 6. Section 499.4, Code 2011, is amended to read as 4 follows: 5 499.4 Use of term “cooperative” restricted Name . 6 1. A person including a corporation hereafter organized, 7 which is not an association as defined in this chapter or a 8 cooperative as defined in chapter 501 or 501A , shall not use 9 the word “cooperative” or any abbreviation thereof in its 10 name or advertising or in any connection with its business, 11 except foreign associations admitted under section 499.54 . The 12 attorney general or any association or any member thereof may 13 sue and enjoin such use. 14 2. The name of an association shall not contain any 15 combination of letters, numbers, or symbols that create a 16 connotation that is offensive to good taste and decency. 17 3. This chapter does not control the use of fictitious 18 names; however, if a cooperative association or a foreign 19 cooperative association uses a fictitious name in this state, 20 it shall deliver to the secretary of state for filing a copy 21 of the resolution of its board of directors, certified by its 22 secretary, adopting the fictitious name. 23 Sec. 7. Section 501.104, Code 2011, is amended by adding the 24 following new subsection: 25 NEW SUBSECTION . 1A. The name of a foreign cooperative shall 26 not contain any combination of letters, numbers, or symbols 27 that create a connotation that is offensive to good taste and 28 decency. 29 Sec. 8. Section 501.104, subsection 2, paragraph c, Code 30 2011, is amended to read as follows: 31 c. The name of a foreign cooperative, cooperative 32 association, or corporation authorized to do business in this 33 state, including as provided in section 499.54 or section 34 501A.221 . The name of a foreign cooperative shall not contain 35 -2- LSB 5269XS (2) 84 da/nh 2/ 3

S.F. 2056 any combination of letters, numbers, or symbols that create a 1 connotation that is offensive to good taste and decency. 2 Sec. 9. Section 501A.301, Code 2011, is amended by adding 3 the following new subsection: 4 NEW SUBSECTION . 4A. A cooperative name shall not contain 5 any combination of letters, numbers, or symbols that create a 6 connotation that is offensive to good taste and decency. 7 Sec. 10. Section 504.401, Code 2011, is amended by adding 8 the following new subsection: 9 NEW SUBSECTION . 4A. A corporate name shall not contain 10 any combination of letters, numbers, or symbols that create a 11 connotation that is offensive to good taste and decency. 12 EXPLANATION 13 This bill amends a number of provisions relating to a 14 business entity that is domestic and organized under the 15 laws of this state or foreign and doing business in this 16 state. Types of business entities include limited liability 17 partnerships (Code chapter 486A), limited partnerships (Code 18 chapter 488), limited liability companies (Code chapter 19 489), business corporations (Code chapter 490), cooperative 20 associations (Code chapters 499, 501, and 501A), or nonprofit 21 corporations (Code chapter 504). In order for a business 22 entity to be organized or transact operations in this state, 23 it must comply with applicable legal requirements. The 24 conventions include certain naming conventions. For example, 25 a corporation’s name must identify it as a corporation, its 26 name cannot imply that it is organized for an unlawful purpose, 27 and the name cannot use the name of an existing corporation 28 (Code section 490.401). The bill provides that a corporation 29 or other business entity cannot use a name that contains any 30 combination of letters, numbers, or symbols that create a 31 connotation that is offensive to good taste and decency. 32 -3- LSB 5269XS (2) 84 da/nh 3/ 3