H.F. 536 DIVISION I 1 AGRICULTURAL LANDHOLDING RESTRICTIONS BY NONRESIDENT ALIENS AND 2 BUSINESS ENTITIES 3 Section 1. Section 9I.10, subsection 1, Code 2019, is 4 amended to read as follows: 5 1. If the secretary of state finds that a nonresident alien, 6 foreign business, foreign government, or an agent, trustee, 7 or other fiduciary thereof, has acquired or holds title to or 8 interest in agricultural land in this state in violation of 9 this chapter or has failed to timely register as required under 10 section 9I.7 or has failed to timely report as required under 11 section 9I.8 , the secretary shall report the violation to the 12 attorney general. 13 Sec. 2. Section 9I.12, Code 2019, is amended to read as 14 follows: 15 9I.12 Penalty —— failure to timely file. 16 A civil penalty of not more than two thousand dollars shall 17 be imposed, for each offense, upon a nonresident alien, foreign 18 business or foreign government, or an agent, trustee or other 19 fiduciary thereof, who fails to timely file the registration as 20 required by section 9I.7 , or who fails to timely file a report 21 required by section 9I.8 . 22 Sec. 3. Section 10.1, unnumbered paragraph 1, Code 2019, is 23 amended to read as follows: 24 As used in this chapter and in chapter 10B , unless the 25 context otherwise requires: 26 Sec. 4. Section 10D.2, subsection 1, Code 2019, is amended 27 to read as follows: 28 1. The enterprise files a notice with the secretary of state 29 not later than June 30, 2002. The notice shall be a simple 30 statement providing the name of the enterprise and the address 31 of the enterprise’s registered office or registered agent. The 32 notice shall indicate that the enterprise intends to acquire or 33 hold an interest in agricultural land under this chapter . The 34 secretary of state shall file the notice together with reports 35 -1- LSB 2101YH (6) 88 da/lh 1/ 12

H.F. 536 required for the enterprise as required in chapter 10B . 1 Sec. 5. Section 22.7, subsection 47, Code 2019, is amended 2 by striking the subsection. 3 Sec. 6. REPEAL. Sections 9I.8 and 9I.9, Code 2019, are 4 repealed. 5 Sec. 7. REPEAL. Chapter 10B, Code 2019, is repealed. 6 DIVISION II 7 UNIFORM LIMITED PARTNERSHIP ACT 8 Sec. 8. Section 488.111, subsection 7, Code 2019, is amended 9 by striking the subsection. 10 Sec. 9. Section 488.209, subsection 1, paragraph d, Code 11 2019, is amended by striking the paragraph. 12 Sec. 10. Section 488.209, subsection 2, paragraph d, Code 13 2019, is amended by striking the paragraph. 14 Sec. 11. Section 488.809, subsection 1, Code 2019, is 15 amended to read as follows: 16 1. The secretary of state may dissolve a limited partnership 17 administratively if the limited partnership does not, within 18 sixty days after the due date, do any of the following: 19 a. Pay pay any fee, tax, or penalty under this chapter or 20 other law due the secretary of state. 21 b. Deliver its biennial report to the secretary of state. 22 Sec. 12. Section 488.906, subsection 1, paragraph b, Code 23 2019, is amended by striking the paragraph. 24 Sec. 13. REPEAL. Section 488.210, Code 2019, is repealed. 25 DIVISION III 26 REVISED UNIFORM LIMITED LIABILITY COMPANY ACT 27 Sec. 14. Section 489.105, subsection 2, paragraph a, Code 28 2019, is amended to read as follows: 29 a. Delivering to the secretary of state for filing a 30 statement of change under section 489.114 , an amendment to the 31 certificate under section 489.202 , a statement of correction 32 under section 489.206 , a biennial report under section 489.209 , 33 or a statement of termination under section 489.702, subsection 34 2 , paragraph “b” , subparagraph (6). 35 -2- LSB 2101YH (6) 88 da/lh 2/ 12

H.F. 536 Sec. 15. Section 489.114, subsection 4, Code 2019, is 1 amended by striking the subsection. 2 Sec. 16. Section 489.117, subsection 4, Code 2019, is 3 amended by striking the subsection. 4 Sec. 17. Section 489.208, subsection 2, paragraph d, Code 5 2019, is amended by striking the paragraph. 6 Sec. 18. Section 489.705, subsection 1, paragraph a, Code 7 2019, is amended to read as follows: 8 a. The limited liability company has not delivered a 9 biennial report to the secretary of state in a form that meets 10 the requirements of section 489.209 within sixty days after it 11 is due, or has not paid , within sixty days after the due date, 12 any fee, tax, or penalty due to the secretary of state under 13 this chapter or law other than this chapter . 14 Sec. 19. Section 489.806, subsection 1, paragraph b, Code 15 2019, is amended by striking the paragraph. 16 Sec. 20. REPEAL. Section 489.209, Code 2019, is repealed. 17 DIVISION IV 18 IOWA BUSINESS CORPORATION ACT 19 Sec. 21. Section 490.120, subsection 6, unnumbered 20 paragraph 1, Code 2019, is amended to read as follows: 21 Except as provided in section 490.1622, subsection 2 , the 22 The document must be executed by one of the following methods: 23 Sec. 22. Section 490.120, subsection 12, paragraph c, 24 subparagraph (1), Code 2019, is amended to read as follows: 25 (1) “Filed document” means a document filed with the 26 secretary of state under any provision of this chapter except 27 division XV or section 490.1622 . 28 Sec. 23. Section 490.121, subsection 1, paragraph a, 29 subparagraph (3), Code 2019, is amended by striking the 30 subparagraph. 31 Sec. 24. Section 490.125, subsection 2, Code 2019, is 32 amended to read as follows: 33 2. The secretary of state files a document by recording 34 it as filed on the date and time of receipt. After filing 35 -3- LSB 2101YH (6) 88 da/lh 3/ 12

H.F. 536 a document, except the biennial report required by section 1 490.1622 , and except as provided in sections 490.503 and 2 490.1509 , the secretary of state shall deliver to the domestic 3 or foreign corporation or its representative a copy of the 4 document with an acknowledgment of the date and time of filing. 5 Sec. 25. Section 490.128, subsection 2, paragraph d, Code 6 2019, is amended by striking the paragraph. 7 Sec. 26. Section 490.140, subsection 25, Code 2019, is 8 amended to read as follows: 9 25. “Principal office” means the office, in or out of 10 this state , so designated in the biennial report, where 11 the principal executive offices of a domestic or foreign 12 corporation are located. 13 Sec. 27. Section 490.141, subsection 3, Code 2019, is 14 amended to read as follows: 15 3. Notice or other communication to a domestic or foreign 16 corporation authorized to transact business in this state may 17 be delivered to its registered agent at its registered office 18 or to the secretary of the corporation at its principal office 19 shown in its most recent biennial report or, in the case of 20 a foreign corporation that has not yet delivered a biennial 21 report , in its application for a certificate of authority. 22 Sec. 28. Section 490.502, subsection 4, Code 2019, is 23 amended by striking the subsection. 24 Sec. 29. Section 490.1420, subsection 1, Code 2019, is 25 amended to read as follows: 26 1. The corporation has not delivered a biennial report to 27 the secretary of state in a form that meets the requirements 28 of section 490.1622 , within sixty days after it is due, or has 29 not paid any fee, tax, or penalty due to the secretary of state 30 under this chapter or law other than this chapter , within sixty 31 days after it is due. 32 Sec. 30. Section 490.1508, subsection 3, Code 2019, is 33 amended by striking the subsection. 34 Sec. 31. Section 490.1510, subsection 2, unnumbered 35 -4- LSB 2101YH (6) 88 da/lh 4/ 12

H.F. 536 paragraph 1, Code 2019, is amended to read as follows: 1 A foreign corporation may be served by registered or 2 certified mail, return receipt requested, addressed to the 3 secretary of the foreign corporation at its principal office 4 shown in its application for a certificate of authority or in 5 its most recent biennial report if the foreign corporation 6 meets any of the following conditions: 7 Sec. 32. Section 490.1530, subsection 1, Code 2019, is 8 amended by striking the subsection. 9 Sec. 33. Section 490.1531, subsection 4, Code 2019, is 10 amended to read as follows: 11 4. The secretary of state’s revocation of a foreign 12 corporation’s certificate of authority appoints the secretary 13 of state the foreign corporation’s agent for service of process 14 in any proceeding based on a cause of action which arose 15 during the time the foreign corporation was authorized to 16 transact business in this state. Service of process on the 17 secretary of state under this subsection is service on the 18 foreign corporation. Upon receipt of process, the secretary 19 of state shall mail a copy of the process to the secretary 20 of the foreign corporation at its principal office shown in 21 its most recent biennial report or as shown in any subsequent 22 communication received from the corporation stating the current 23 mailing address of its principal office, or, if none is on 24 file, in its application for a certificate of authority. 25 Sec. 34. Section 490.1601, subsection 5, paragraph g, Code 26 2019, is amended by striking the paragraph. 27 Sec. 35. Section 490.1701, subsection 3, paragraph b, 28 subparagraph (1), Code 2019, is amended to read as follows: 29 (1) The instrument shall be delivered to the secretary of 30 state for filing and recording in the secretary of state’s 31 office. If the corporation was organized under chapter 524 32 or 533 , the instrument shall also be filed and recorded in 33 the office of the county recorder. The corporation shall at 34 the time it files the instrument with the secretary of state 35 -5- LSB 2101YH (6) 88 da/lh 5/ 12

H.F. 536 deliver also to the secretary of state for filing in the 1 secretary of state’s office any biennial report which is then 2 due. 3 Sec. 36. Section 490.1701, subsection 3, paragraph c, 4 subparagraph (3), Code 2019, is amended to read as follows: 5 (3) The secretary of state shall not file the instrument 6 with respect to a corporation unless at the time of filing 7 the corporation is validly existing and in good standing in 8 that office under the chapter under which it is incorporated. 9 The corporation shall be considered validly existing and in 10 good standing for the purpose of this chapter for a period of 11 three months following the expiration date of the corporation , 12 provided all biennial reports due have been filed and all fees 13 due in connection with the biennial reports have been paid . 14 Sec. 37. Section 490.1701, subsection 5, Code 2019, is 15 amended by striking the subsection. 16 Sec. 38. REPEAL. Section 490.1622, Code 2019, is repealed. 17 DIVISION V 18 FOREIGN PUBLIC UTILITY CORPORATIONS 19 Sec. 39. REPEAL. Section 495.3, Code 2019, is repealed. 20 DIVISION VI 21 PROFESSIONAL CORPORATIONS 22 Sec. 40. REPEAL. Section 496C.21, Code 2019, is repealed. 23 DIVISION VII 24 COOPERATIVE ASSOCIATIONS CHARTERED PRIOR TO JULY 4, 1935 25 Sec. 41. REPEAL. Sections 497.22, 497.23, 497.24, 497.25, 26 497.26, 497.27, 497.28, 498.24, 498.25, 498.26, 498.27, 498.28, 27 498.29, and 498.30, Code 2019, are repealed. 28 DIVISION VIII 29 TRADITIONAL COOPERATIVE ASSOCIATIONS 30 Sec. 42. Section 499.43A, subsection 2, paragraph b, Code 31 2019, is amended to read as follows: 32 b. The instrument shall be filed with the secretary of 33 state. The cooperative association shall amend its articles 34 of incorporation pursuant to section 499.41 to comply with 35 -6- LSB 2101YH (6) 88 da/lh 6/ 12

H.F. 536 the provisions of this chapter . The secretary of state shall 1 not file the instrument unless the cooperative association 2 organized under chapter 497 is in compliance with the 3 provisions of chapter 497 at the time of filing. The secretary 4 of state shall not file the instrument unless the cooperative 5 association organized under chapter 498 is in compliance 6 with the provisions of chapter 498 at the time of filing. A 7 cooperative association shall file a biennial report which is 8 due pursuant to section 499.49 . 9 Sec. 43. Section 499.43B, subsection 2, unnumbered 10 paragraph 1, Code 2019, is amended to read as follows: 11 The instrument shall be filed with the secretary of state. 12 The cooperative association shall amend its articles of 13 incorporation pursuant to section 499.41 to comply with the 14 provisions of this chapter . The secretary of state shall not 15 file the instrument unless the cooperative association is in 16 compliance with the provisions of the chapter in which it was 17 organized at the time of filing. A cooperative association 18 shall file a biennial report which is due pursuant to section 19 499.49 . Upon filing the instrument with the secretary, all of 20 the following shall apply: 21 Sec. 44. Section 499.53, Code 2019, is amended to read as 22 follows: 23 499.53 Quo warranto. 24 The right of an association to exist or continue under this 25 chapter may be inquired into by the attorney general, but not 26 otherwise. If from its biennial report or otherwise, the 27 secretary of state is informed that it the association is not 28 functioning as a cooperative, the secretary shall so notify the 29 attorney general who, if the attorney general finds reasonable 30 cause so to believe, shall bring action to oust it and wind up 31 its affairs. 32 Sec. 45. Section 499.73, subsection 4, Code 2019, is amended 33 by striking the subsection. 34 Sec. 46. Section 499.76, subsection 1, Code 2019, is amended 35 -7- LSB 2101YH (6) 88 da/lh 7/ 12

H.F. 536 by striking the subsection. 1 Sec. 47. REPEAL. Section 499.49, Code 2019, is repealed. 2 DIVISION IX 3 CLOSED COOPERATIVES 4 Sec. 48. Section 501.103, subsections 3 and 4, Code 2019, 5 are amended by striking the subsections. 6 Sec. 49. Section 501.106, subsection 4, Code 2019, is 7 amended by striking the subsection. 8 Sec. 50. Section 501.701, subsection 5, paragraph g, Code 9 2019, is amended by striking the paragraph. 10 Sec. 51. Section 501.811, subsection 1, Code 2019, is 11 amended by striking the subsection. 12 Sec. 52. REPEAL. Section 501.713, Code 2019, is repealed. 13 DIVISION X 14 IOWA COOPERATIVE ASSOCIATIONS ACT 15 Sec. 53. REPEAL. Section 501A.231, Code 2019, is repealed. 16 DIVISION XI 17 REVISED IOWA NONPROFIT CORPORATION ACT 18 Sec. 54. Section 504.112, subsection 1, Code 2019, is 19 amended to read as follows: 20 1. The secretary of state may prescribe and furnish 21 on request forms for an application for a certificate 22 of existence, a foreign corporation’s application for a 23 certificate of authority to transact business in this state, 24 and a foreign corporation’s application for a certificate of 25 withdrawal , and the biennial report . If the secretary of state 26 so requires, use of these forms is mandatory. 27 Sec. 55. Section 504.113, subsection 1, paragraph w, Code 28 2019, is amended by striking the paragraph. 29 Sec. 56. Section 504.116, subsection 2, Code 2019, is 30 amended to read as follows: 31 2. The secretary of state files a document by recording the 32 document as filed on the date and the time of receipt. After 33 filing a document, except as provided in sections 504.504 , or 34 504.1510 , and 504.1613 , the secretary of state shall deliver 35 -8- LSB 2101YH (6) 88 da/lh 8/ 12

H.F. 536 to the domestic or foreign corporation or its representative 1 a copy of the document with an acknowledgment of the date and 2 time of filing. 3 Sec. 57. Section 504.119, subsection 2, paragraph d, Code 4 2019, is amended by striking the paragraph. 5 Sec. 58. Section 504.141, subsection 31, Code 2019, is 6 amended to read as follows: 7 31. “Principal office” means the office in or out of this 8 state so designated in the biennial report filed pursuant to 9 section 504.1613 where the principal offices of a domestic or 10 foreign corporation are located. 11 Sec. 59. Section 504.142, subsection 8, Code 2019, is 12 amended to read as follows: 13 8. Written notice is correctly addressed to a domestic or 14 foreign corporation authorized to transact business in this 15 state, other than in its capacity as a member, if addressed 16 to its registered agent or to its secretary at its principal 17 office shown in its most recent biennial report or, in the 18 case of a foreign corporation that has not yet delivered a 19 biennial report , as shown in its application for a certificate 20 of authority. 21 Sec. 60. Section 504.504, subsection 2, unnumbered 22 paragraph 1, Code 2019, is amended to read as follows: 23 If a corporation has no registered agent, or the agent 24 cannot with reasonable diligence be served, the corporation 25 may be served by registered or certified mail, return receipt 26 requested, addressed to the secretary of the corporation at its 27 principal office shown in the most recent biennial report filed 28 pursuant to section 504.1613 . Service is perfected under this 29 subsection on the earliest of any of the following: 30 Sec. 61. Section 504.1421, subsection 1, Code 2019, is 31 amended by striking the subsection. 32 Sec. 62. Section 504.1508, subsection 4, Code 2019, is 33 amended by striking the subsection. 34 Sec. 63. Section 504.1510, subsection 2, unnumbered 35 -9- LSB 2101YH (6) 88 da/lh 9/ 12

H.F. 536 paragraph 1, Code 2019, is amended to read as follows: 1 A foreign corporation may be served by registered or 2 certified mail, return receipt requested, addressed to the 3 secretary of the foreign corporation at its principal office 4 shown in its application for a certificate of authority or in 5 its most recent biennial report filed under section 504.1613 if 6 any of the following conditions apply: 7 Sec. 64. Section 504.1531, subsection 1, paragraph a, Code 8 2019, is amended by striking the paragraph. 9 Sec. 65. Section 504.1532, subsection 5, Code 2019, is 10 amended to read as follows: 11 5. The secretary of state’s revocation of a foreign 12 corporation’s certificate of authority appoints the secretary 13 of state the foreign corporation’s agent for service of 14 process in any proceeding based on a cause of action that 15 arose during the time the foreign corporation was authorized 16 to transact business in this state. Service of process on the 17 secretary of state under this subsection is service on the 18 foreign corporation. Upon receipt of process, the secretary 19 of state shall mail a copy of the process to the secretary of 20 the foreign corporation at its principal office shown in its 21 most recent biennial report or in any subsequent communications 22 received from the corporation stating the current mailing 23 address of its principal office or, if none are on file, in its 24 application for a certificate of authority. 25 Sec. 66. Section 504.1601, subsection 5, paragraph g, Code 26 2019, is amended by striking the paragraph. 27 Sec. 67. REPEAL. Section 504.1613, Code 2019, is repealed. 28 EXPLANATION 29 The inclusion of this explanation does not constitute agreement with 30 the explanation’s substance by the members of the general assembly. 31 GENERAL. This bill eliminates a requirement that certain 32 persons must file a biennial report with the secretary 33 of state, including persons filing information regarding 34 agricultural land holdings and various business entities, 35 -10- LSB 2101YH (6) 88 da/lh 10/ 12

H.F. 536 including both domestic and foreign, authorized to do business 1 in this state. 2 AGRICULTURAL LANDHOLDINGS. Generally, Code chapter 10B 3 provides a number of reporting requirements for business 4 entities and foreign persons holding agricultural land in this 5 state, including persons holding land under other Code chapters 6 such as Code chapter 9H (e.g., corporations, cooperatives, 7 limited partnerships, trusts, and limited liability companies) 8 and Code chapter 9I (overseas businesses, foreign governments, 9 and nonresident aliens). The person, sometimes referred to as 10 a reporting entity, must file a report with the secretary of 11 state on or before March 31 of each odd-numbered year (Code 12 section 10B.4) unless the person is a business entity filing a 13 biennial report under its respective organizational chapter. 14 The report must contain information about the activities of the 15 person, the person’s landholdings, and agricultural commodities 16 produced on the land. These reporting requirements do not 17 apply to family farm entities such as family farm corporations, 18 family farm limited partnerships, family trusts, or family farm 19 limited liability companies. A reporting entity that fails 20 to file a report is subject to a civil penalty not to exceed 21 $1,000 and $100 per day of the failure (Code section 10B.6). 22 BUSINESS ENTITIES. A business entity is required to file a 23 report with the secretary of state either on an even-numbered 24 or odd-numbered year basis, depending upon the type of business 25 entity. This includes a domestic or foreign business operating 26 on a for-profit, nonprofit, or cooperative basis. It does not 27 include a partnership or limited liability partnership (Code 28 chapter 486A) or a corporation for pecuniary profit organized 29 under Code chapter 491 prior to July 1, 1971 (Code section 30 491.1). It does include a limited partnership or a foreign 31 limited partnership (Code section 488.210), a limited liability 32 company or a foreign limited liability company (Code section 33 489.209), a professional limited liability company or foreign 34 professional limited liability company (Code sections 489.209 35 -11- LSB 2101YH (6) 88 da/lh 11/ 12

H.F. 536 and 489.1101), a domestic or foreign for-profit corporation 1 (Code section 490.1622), a foreign corporation that owns or 2 controls certain utilities (Code section 495.3), a cooperative 3 association organized prior to July 4, 1935 (Code sections 4 497.22, 498.24, and 504.1613), a traditional domestic or 5 foreign cooperative association (Code sections 490.122, 499.49, 6 499.54, and 504.1613), a domestic closed cooperative (Code 7 section 501.713), a domestic or foreign cooperative subject to 8 the Iowa cooperative associations Act (Code section 501A.231), 9 and a domestic or foreign nonprofit corporation (Code section 10 504.1613). 11 Generally, a report contains information regarding the 12 business entity’s current status including its identity (e.g., 13 name, business location, the mailing address of its registered 14 office and registered agent for service of process, and its 15 principal place of business), and in the case of a foreign 16 business entity, the state or other jurisdiction under which 17 it was organized or formed. The failure to file a complete 18 report and fee with the office may be cause for administrative 19 dissolution (e.g., Code sections 490.1420 and 504.1421). 20 -12- LSB 2101YH (6) 88 da/lh 12/ 12