S.F. _____ H.F. _____ DIVISION I 1 UNIFORM LIMITED PARTNERSHIP ACT 2 Section 1. Section 488.102, subsection 5, Code 2016, is 3 amended by striking the subsection. 4 Sec. 2. Section 488.102, Code 2016, is amended by adding the 5 following new subsection: 6 NEW SUBSECTION . 19A. “Registered office” means: 7 a. With respect to a limited partnership, the office that 8 the limited partnership is required to designate and maintain 9 under section 488.114. 10 b. With respect to a foreign limited partnership, its 11 principal office. 12 Sec. 3. Section 488.111, unnumbered paragraph 1, Code 2016, 13 is amended to read as follows: 14 A limited partnership shall maintain at its designated 15 registered office all of the following information: 16 Sec. 4. Section 488.114, Code 2016, is amended to read as 17 follows: 18 488.114 Office Registered office and registered agent for 19 service of process. 20 1. A limited partnership shall designate and continuously 21 maintain in this state both of the following: 22 a. An A registered office, which need not be a place of its 23 activity in this state. 24 b. An A registered agent for service of process. 25 2. A foreign limited partnership shall designate and 26 continuously maintain in this state an a registered agent for 27 service of process. 28 3. An A registered agent for service of process of a 29 limited partnership or foreign limited partnership must be an 30 individual who is a resident of Iowa or other person authorized 31 to do business in this state. 32 Sec. 5. Section 488.115, Code 2016, is amended to read as 33 follows: 34 488.115 Change of designated registered office or registered 35 -1- LSB 5259DP (4) 86 da/nh 1/ 10

S.F. _____ H.F. _____ agent for service of process. 1 1. In order to change its designated registered office, 2 registered agent for service of process, or the address of its 3 registered agent for service of process, a limited partnership 4 or a foreign limited partnership may deliver to the secretary 5 of state for filing a statement of change containing all of the 6 following: 7 a. The name of the limited partnership or foreign limited 8 partnership. 9 b. The street and mailing address of its current designated 10 registered office. 11 c. If the current designated registered office is to be 12 changed, the street and mailing address of the new designated 13 registered office. 14 d. The name and street and mailing address of its current 15 registered agent for service of process. 16 e. If the current registered agent for service of process or 17 an address of the agent is to be changed, the new information. 18 2. Subject to section 488.206, subsection 3 , a statement of 19 change is effective when filed by the secretary of state. 20 Sec. 6. Section 488.116, Code 2016, is amended to read as 21 follows: 22 488.116 Resignation of registered agent for service of 23 process. 24 1. In order to resign as an a registered agent for service 25 of process of a limited partnership or foreign limited 26 partnership, the agent must deliver to the secretary of state 27 for filing a statement of resignation containing the name of 28 the limited partnership or foreign limited partnership. 29 2. After receiving a statement of resignation, the 30 secretary of state shall file it and mail a copy to the 31 designated registered office of the limited partnership or 32 foreign limited partnership and another copy to the principal 33 office if the address of the office appears in the records of 34 the secretary of state and is different from the address of the 35 -2- LSB 5259DP (4) 86 da/nh 2/ 10

S.F. _____ H.F. _____ designated registered office. 1 3. An A registered agency for service of process is 2 terminated on the date on which the statement of resignation 3 was filed with the secretary of state. 4 Sec. 7. Section 488.117, subsections 1, 2, and 3, Code 2016, 5 are amended to read as follows: 6 1. An A registered agent for service of process appointed by 7 a limited partnership or foreign limited partnership is an a 8 registered agent of the limited partnership or foreign limited 9 partnership for service of any process, notice, or demand 10 required or permitted by law to be served upon the limited 11 partnership or foreign limited partnership. 12 2. If a limited partnership or foreign limited partnership 13 does not appoint or maintain an a registered agent for service 14 of process in this state or the registered agent for service 15 of process cannot with reasonable diligence be found at the 16 registered agent’s address, the secretary of state is an agent 17 of the limited partnership or foreign limited partnership upon 18 whom process, notice, or demand may be served. 19 3. Service of any process, notice, or demand on the 20 secretary of state may be made by delivering to and leaving 21 with the secretary of state duplicate copies of the process, 22 notice, or demand. If a process, notice, or demand is served 23 on the secretary of state, the secretary of state shall forward 24 one of the copies by certified mail or restricted certified 25 mail to the limited partnership or foreign limited partnership 26 at its designated registered office. 27 Sec. 8. Section 488.201, subsection 1, paragraph b, Code 28 2016, is amended to read as follows: 29 b. The street and mailing address of the initial designated 30 registered office and the name and street and mailing address 31 of the initial registered agent for service of process. 32 Sec. 9. Section 488.210, subsection 1, paragraph b, Code 33 2016, is amended to read as follows: 34 b. The street and mailing address of its designated 35 -3- LSB 5259DP (4) 86 da/nh 3/ 10

S.F. _____ H.F. _____ registered office and the name and street and mailing address 1 of its registered agent for service of process in this state. 2 Sec. 10. Section 488.210, subsection 4, Code 2016, is 3 amended to read as follows: 4 4. If a filed biennial report contains an address of a 5 designated registered office or the name or address of an a 6 registered agent for service of process which differs from the 7 information shown in the records of the secretary of state 8 immediately before the filing, the differing information in 9 the biennial report is considered a statement of change under 10 section 488.115 . 11 Sec. 11. Section 488.304, subsection 1, Code 2016, is 12 amended to read as follows: 13 1. On ten days’ demand, made in a record received by 14 the limited partnership, a limited partner may inspect and 15 copy required information during regular business hours in 16 the limited partnership’s designated registered office. The 17 limited partner need not have any particular purpose for 18 seeking the information. 19 Sec. 12. Section 488.304, subsection 4, unnumbered 20 paragraph 1, Code 2016, is amended to read as follows: 21 Subject to subsection 6 , a person dissociated as a limited 22 partner may inspect and copy required information during 23 regular business hours in the limited partnership’s designated 24 registered office if the person complies with all of the 25 following: 26 Sec. 13. Section 488.407, subsection 1, paragraph a, Code 27 2016, is amended to read as follows: 28 a. In the limited partnership’s designated registered 29 office, required information. 30 Sec. 14. Section 488.807, subsection 2, paragraph a, Code 31 2016, is amended to read as follows: 32 a. Be published at least once in a newspaper of general 33 circulation in the county in which the dissolved limited 34 partnership’s principal office is located or, if it has none in 35 -4- LSB 5259DP (4) 86 da/nh 4/ 10

S.F. _____ H.F. _____ this state, in the county in which the limited partnership’s 1 designated registered office is or was last located. 2 Sec. 15. Section 488.809, subsection 5, Code 2016, is 3 amended to read as follows: 4 5. The administrative dissolution of a limited partnership 5 does not terminate the authority of its registered agent for 6 service of process. 7 Sec. 16. Section 488.902, subsection 1, paragraph d, Code 8 2016, is amended to read as follows: 9 d. The name and street and mailing address of the foreign 10 limited partnership’s initial registered agent for service of 11 process in this state. 12 Sec. 17. Section 488.906, subsection 1, paragraphs c and d, 13 Code 2016, are amended to read as follows: 14 c. Appoint and maintain an a registered agent for service of 15 process as required by section 488.114, subsection 2 . 16 d. Deliver for filing a statement of a change under section 17 488.115 within thirty days after a change has occurred in the 18 name or address of the registered agent for service of process . 19 Sec. 18. Section 488.906, subsection 2, unnumbered 20 paragraph 1, Code 2016, is amended to read as follows: 21 In order to revoke a certificate of authority, the secretary 22 of state must prepare, sign, and file a notice of revocation 23 and send a copy to the foreign limited partnership’s registered 24 agent for service of process in this state, or if the foreign 25 limited partnership does not appoint and maintain a proper 26 agent in this state, to the foreign limited partnership’s 27 designated registered office. The notice must state all of the 28 following: 29 DIVISION II 30 REVISED UNIFORM LIMITED LIABILITY COMPANY ACT 31 Sec. 19. Section 489.208, Code 2016, is amended to read as 32 follows: 33 489.208 Certificate of existence or authorization. 34 1. The secretary of state, upon request and payment of the 35 -5- LSB 5259DP (4) 86 da/nh 5/ 10

S.F. _____ H.F. _____ requisite fee, shall furnish to any person a certificate of 1 existence for a limited liability company if the records filed 2 in the office of the secretary of state show that the company 3 has been formed under section 489.201 and the secretary of 4 state has not filed a statement of termination pertaining to 5 the company. Any person may apply to the secretary of state to 6 be furnished a certificate of existence for a domestic limited 7 liability company or a certificate of authorization for a 8 foreign limited liability company. 9 2. A certificate of existence or certificate of 10 authorization must state set forth all of the following: 11 a. The domestic limited liability company’s name or the 12 foreign limited liability company’s name used in this state . 13 b. One of the following: 14 (1) That the company was If it is a domestic limited 15 liability company, that the company is duly formed under the 16 laws of this state, the date of its formation, and the period 17 of its duration if less than perpetual . 18 (2) If it is a foreign limited liability company, that the 19 company is authorized to transact business in this state. 20 c. Whether That all fees, taxes, and penalties due under 21 this chapter or other law to the secretary of state have been 22 paid. 23 d. Whether That the company’s most recent biennial report 24 required by section 489.209 this chapter has been filed by the 25 secretary of state. 26 e. Whether the secretary of state has administratively 27 dissolved the If it is a domestic limited liability company , 28 that a statement of dissolution or statement of termination has 29 not been filed . 30 f. Whether the company has delivered to the secretary of 31 state for filing a statement of dissolution. 32 g. That a statement of termination has not been filed by the 33 secretary of state. 34 h. f. Other facts of record in the office of the secretary 35 -6- LSB 5259DP (4) 86 da/nh 6/ 10

S.F. _____ H.F. _____ of state which are specified by the person requesting the 1 certificate that may be requested by the applicant . 2 2. The secretary of state, upon request and payment of the 3 requisite fee, shall furnish to any person a certificate of 4 authorization for a foreign limited liability company if the 5 records filed in the office of the secretary of state show that 6 the secretary of state has filed a certificate of authority, 7 has not revoked the certificate of authority, and has not filed 8 a notice of cancellation. A certificate of authorization must 9 state all of the following: 10 a. The company’s name and any alternate name adopted under 11 section 489.805, subsection 1 , for use in this state. 12 b. That the company is authorized to transact business in 13 this state. 14 c. Whether all fees, taxes, and penalties due under this 15 chapter or other law to the secretary of state have been paid. 16 d. Whether the company’s most recent biennial report 17 required by section 489.209 has been filed by the secretary of 18 state. 19 e. That the secretary of state has not revoked the company’s 20 certificate of authority and has not filed a notice of 21 cancellation. 22 f. Other facts of record in the office of the secretary 23 of state which are specified by the person requesting the 24 certificate. 25 3. 2. Subject to any qualification stated in the 26 certificate, a certificate of existence or certificate of 27 authorization issued by the secretary of state is conclusive 28 evidence that the domestic limited liability company is 29 in existence or the foreign limited liability company is 30 authorized to transact business in this state. 31 Sec. 20. Section 489.802, Code 2016, is amended to read as 32 follows: 33 489.802 Application for certificate of authority. 34 1. A foreign limited liability company may apply for a 35 -7- LSB 5259DP (4) 86 da/nh 7/ 10

S.F. _____ H.F. _____ certificate of authority to transact business in this state by 1 delivering an application to the secretary of state for filing. 2 The application must state set forth all of the following: 3 a. The name of the foreign limited liability company and, 4 or, if the its name does not comply with is unavailable for use 5 in this state, either a name that satisfies the requirements 6 of section 489.108 , or an alternate name adopted pursuant to 7 section 489.805, subsection 1 . 8 b. The name of the state or other jurisdiction under whose 9 law the company it is formed. 10 c. Its date of formation and period of duration. 11 d. The street and mailing addresses address of the company’s 12 principal office and, if the law of the jurisdiction under 13 which the company is formed requires the company to maintain an 14 office in that jurisdiction, the street and mailing addresses 15 of the required its principal office. 16 d. e. The name of the company’s initial address of its 17 registered office in this state and the name of its registered 18 agent for service of process in this state at that office . 19 f. The name and usual business addresses of each person who 20 is responsible, alone or in concert with others, for performing 21 the management functions of the foreign limited liability 22 company, including: 23 (1) The manager of a manager-managed limited liability 24 company. 25 (2) The members of a member-managed limited liability 26 company. 27 2. A The foreign limited liability company shall deliver 28 with a the completed application under subsection 1 a 29 certificate of existence or a record of similar import signed 30 by to the secretary of state or other official having custody 31 of the company’s publicly filed , and shall also deliver to the 32 secretary of state a certificate of existence or a document of 33 similar import duly authenticated by the secretary of state or 34 other official having custody of records in the state or other 35 -8- LSB 5259DP (4) 86 da/nh 8/ 10

S.F. _____ H.F. _____ jurisdiction under whose law the company is formed and which 1 is dated no earlier than ninety days prior to the date the 2 application is filed with the secretary of state . 3 Sec. 21. Section 489.1103, Code 2016, is amended to read as 4 follows: 5 489.1103 Name. 6 The name of a professional limited liability company, the 7 name of a foreign professional limited liability company or 8 its name as modified for use in this state, and any fictitious 9 name or trade name adopted by a professional limited liability 10 company or foreign professional limited liability company shall 11 contain the words “professional limited liability company” 12 “Professional Limited Company” , “professional limited company” 13 “Professional Limited Liability Company” , or the abbreviation 14 “P. L. L. C.”, “PLLC”, “P. L. C.”, or “PLC”, “P.L.L.C.” or “PLLC”, 15 and except for the addition of such words or abbreviation, 16 shall be a name which could lawfully be used by a licensed 17 individual or by a partnership of licensed individuals in the 18 practice in this state of a profession which the professional 19 limited liability company is authorized to practice. Each 20 regulating board may by rule adopt additional requirements 21 as to the corporate names and fictitious or trade names 22 of professional limited liability companies and foreign 23 professional limited liability companies which are authorized 24 to practice a profession which is within the jurisdiction of 25 the regulating board. 26 EXPLANATION 27 The inclusion of this explanation does not constitute agreement with 28 the explanation’s substance by the members of the general assembly. 29 GENERAL. This bill amends the “Uniform Limited Partnership 30 Act” (Code chapter 488) and the “Revised Uniform Limited 31 Liability Company Act” (Code chapter 489). Both Code chapters 32 are administered by the secretary of state. 33 AMENDMENTS TO THE UNIFORM LIMITED PARTNERSHIP ACT. When 34 referring to a limited partnership’s place of business and 35 -9- LSB 5259DP (4) 86 da/nh 9/ 10

S.F. _____ H.F. _____ person specified to receive service of process, the bill 1 changes the name “designated office” to “registered office” and 2 the name “agent for service of process” to “registered agent 3 for service of process” or “registered agent”. 4 AMENDMENTS TO REVISED UNIFORM LIMITED LIABILITY COMPANY ACT. 5 The bill makes changes relating to the information required to 6 be included in a certificate of existence issued to a domestic 7 limited liability company or certificate of authorization 8 issued to a foreign limited liability company. Information 9 required to be included in a certificate is combined into one 10 provision for both domestic and foreign companies. The bill 11 also makes changes relating to the information required to be 12 included in an application for a certificate of authorization, 13 including the limited liability company’s date of formation and 14 its principal officers. Its certificate of existence filed in 15 the other state or country accompanying the application must be 16 dated no earlier than 90 days prior to the date of application. 17 BACKGROUND. A limited partnership and a limited liability 18 company are unincorporated entities that are organized 19 (“formed”), operate, may have perpetual duration, and provide 20 a measure of protection from liability to its investors under 21 state law. In order to form either type of entity in this 22 state, an organic document must be filed with the secretary 23 of state. In the case of a limited partnership, the document 24 is referred to as a certificate of limited partnership and 25 in the case of a limited liability company, it is referred 26 to as a certificate of organization (Code sections 488.201 27 and 489.201). The secretary of state issues a certificate 28 of good standing to each type of entity. For a “domestic” 29 entity formed under Iowa law, the document is referred to 30 as a certificate of existence and for a “foreign” entity 31 formed under another jurisdiction’s law, it is referred to 32 as a certificate of authorization (Code sections 488.209 and 33 489.208). 34 -10- LSB 5259DP (4) 86 da/nh 10/ 10