SENATE FILE 2056

BY  ANDERSON

A BILL FOR

An Act providing restrictions on the naming of certain business entities.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:

    Section 1.  Section 486A.1002, Code 2011, is amended to read as follows:
   486A.1002  Name.
   1.  The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
   2.  The name of a limited liability partnership shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 2.  Section 486A.1102, subsection 1, paragraph a, Code 2011, is amended to read as follows:
   a.
  (1)  The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
   (2)  Notwithstanding subparagraph (1), the name of a limited liability partnership shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 3.  Section 488.108, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  4A.  The name of a limited partnership shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 4.  Section 489.108, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  3A.  The name of a limited liability company shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 5.  Section 490.401, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  4A.  A corporate name shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 6.  Section 499.4, Code 2011, is amended to read as follows:
   499.4  Use of term “cooperative” restricted
 
Name.
   1.  A person including a corporation hereafter organized, which is not an association as defined in this chapter or a cooperative as defined in chapter 501 or 501A, shall not use the word “cooperative” or any abbreviation thereof in its name or advertising or in any connection with its business, except foreign associations admitted under section 499.54. The attorney general or any association or any member thereof may sue and enjoin such use.
   2.  The name of an association shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
   3.  This chapter does not control the use of fictitious names; however, if a cooperative association or a foreign cooperative association uses a fictitious name in this state, it shall deliver to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
    Sec. 7.  Section 501.104, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  1A.  The name of a foreign cooperative shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 8.  Section 501.104, subsection 2, paragraph c, Code 2011, is amended to read as follows:
   c.  The name of a foreign cooperative, cooperative association, or corporation authorized to do business in this state, including as provided in section 499.54 or section 501A.221.

The name of a foreign cooperative shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 9.  Section 501A.301, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  4A.  A cooperative name shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
    Sec. 10.  Section 504.401, Code 2011, is amended by adding the following new subsection:
   NEW SUBSECTION.  4A.  A corporate name shall not contain any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.
EXPLANATION
   This bill amends a number of provisions relating to a business entity that is domestic and organized under the laws of this state or foreign and doing business in this state. Types of business entities include limited liability partnerships (Code chapter 486A), limited partnerships (Code chapter 488), limited liability companies (Code chapter 489), business corporations (Code chapter 490), cooperative associations (Code chapters 499, 501, and 501A), or nonprofit corporations (Code chapter 504). In order for a business entity to be organized or transact operations in this state, it must comply with applicable legal requirements. The conventions include certain naming conventions. For example, a corporation’s name must identify it as a corporation, its name cannot imply that it is organized for an unlawful purpose, and the name cannot use the name of an existing corporation (Code section 490.401). The bill provides that a corporation or other business entity cannot use a name that contains any combination of letters, numbers, or symbols that create a connotation that is offensive to good taste and decency.