Senate
File
425
-
Introduced
SENATE
FILE
425
BY
COMMITTEE
ON
COMMERCE
(SUCCESSOR
TO
SSB
1042)
A
BILL
FOR
An
Act
relating
to
utilization
of
filing
services
offered
by
1
the
secretary
of
state.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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Section
1.
Section
9.11,
subsection
1,
Code
2023,
is
amended
1
by
adding
the
following
new
paragraph:
2
NEW
PARAGRAPH
.
j.
Chapter
524,
including
as
provided
in
3
section
524.303.
4
Sec.
2.
Section
9.15,
Code
2023,
is
amended
to
read
as
5
follows:
6
9.15
Expedited
filing
service
——
surcharge.
7
1.
Upon
the
request
of
the
filer
of
a
document,
the
8
secretary
shall
provide
an
expedited
filing
service.
As
part
9
of
the
service,
the
secretary
shall
file
a
document
submitted
10
by
a
filer
on
an
expedited
basis.
11
2.
The
secretary
shall
implement,
assess,
and
collect
a
12
surcharge
for
providing
the
expedited
filing
service
based
on
13
the
period
of
service
as
follows:
14
a.
For
a
one-hour
service,
the
surcharge
shall
be
two
15
hundred
fifty
dollars.
16
b.
For
a
same-day
service,
the
surcharge
shall
be
one
17
hundred
seventy-five
dollars.
18
a.
c.
For
a
two-day
service,
the
surcharge
shall
be
fifty
19
dollars.
20
b.
d.
For
a
five-day
service,
the
surcharge
shall
be
21
fifteen
dollars.
22
3.
At
the
time
of
the
expedited
filing,
the
secretary
shall
23
provide
written
confirmation
of
the
filing.
24
3.
4.
The
surcharge
shall
be
added
to
the
amount
of
the
fee
25
implemented,
assessed,
and
collected
for
the
actual
filing
of
26
the
document.
27
4.
5.
Any
moneys
collected
by
the
secretary
under
this
28
section
shall
be
deposited
in
the
business
administration
fund
29
created
in
section
9.13
.
30
Sec.
3.
Section
489.706,
subsection
1,
paragraph
d,
Code
31
2023,
is
amended
by
striking
the
paragraph.
32
Sec.
4.
Section
489.706,
subsection
2,
Code
2023,
is
amended
33
by
striking
the
subsection.
34
Sec.
5.
Section
489.706,
subsection
3,
Code
2023,
is
amended
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to
read
as
follows:
1
3.
If
the
secretary
of
state
determines
that
the
application
2
contains
the
information
required
by
subsection
1
,
and
that
3
a
delinquency
or
liability
reported
pursuant
to
subsection
2
4
has
been
satisfied,
and
that
the
information
is
correct,
the
5
secretary
of
state
shall
cancel
the
declaration
of
dissolution
6
and
prepare
a
certificate
of
reinstatement
that
recites
the
7
secretary
of
state’s
determination
and
the
effective
date
8
of
reinstatement,
file
the
original
of
the
certificate,
and
9
serve
a
copy
on
the
limited
liability
company
under
section
10
489.116
.
If
the
limited
liability
company’s
name
in
subsection
11
1
,
paragraph
“c”
,
is
different
than
the
name
in
subsection
12
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
13
constitute
an
amendment
to
the
limited
liability
company’s
14
certificate
of
organization
insofar
as
it
pertains
to
its
15
name.
A
limited
liability
company
shall
not
relinquish
the
16
right
to
retain
its
name
as
provided
in
section
489.108
,
if
the
17
reinstatement
is
effective
within
five
years
of
the
effective
18
date
of
the
limited
liability
company’s
dissolution.
19
Sec.
6.
Section
490.122,
subsection
1,
paragraph
ad,
Code
20
2023,
is
amended
by
striking
the
paragraph.
21
Sec.
7.
Section
490.122,
Code
2023,
is
amended
by
adding
the
22
following
new
subsection:
23
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
impose,
24
assess,
and
collect
a
filing
fee
as
a
condition
to
accepting
a
25
biennial
report
as
provided
in
section
490.1621.
26
Sec.
8.
Section
490.1422,
subsection
1,
paragraph
d,
Code
27
2023,
is
amended
by
striking
the
paragraph.
28
Sec.
9.
Section
490.1422,
subsection
2,
Code
2023,
is
29
amended
to
read
as
follows:
30
2.
a.
The
secretary
of
state
shall
refer
the
federal
31
tax
identification
number
contained
in
the
application
for
32
reinstatement
to
the
department
of
workforce
development.
The
33
department
shall
report
to
the
secretary
of
state
the
tax
34
status
of
the
corporation.
If
the
department
reports
to
the
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secretary
of
state
that
a
filing
delinquency
or
liability
1
exists
against
the
corporation,
the
secretary
of
state
shall
2
not
cancel
the
certificate
of
dissolution
until
the
filing
3
delinquency
or
liability
is
satisfied.
4
b.
(1)
a.
If
the
secretary
of
state
determines
that
the
5
application
contains
the
information
required
by
subsection
6
1
,
and
that
a
delinquency
or
liability
reported
pursuant
to
7
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
8
correct,
the
secretary
of
state
shall
cancel
the
certificate
9
of
dissolution
and
prepare
a
certificate
of
reinstatement
10
that
recites
the
secretary
of
state’s
determination
and
the
11
effective
date
of
reinstatement,
file
the
certificate
of
12
reinstatement,
and
deliver
a
copy
to
the
corporation
under
13
section
490.504
.
14
(2)
b.
If
the
corporate
name
in
subsection
1
,
paragraph
15
“c”
,
is
different
from
the
corporate
name
in
subsection
16
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
17
constitute
an
amendment
to
the
articles
of
incorporation
18
insofar
as
it
pertains
to
the
corporate
name.
A
corporation
19
shall
not
relinquish
the
right
to
retain
its
corporate
name
20
if
the
reinstatement
is
effective
within
five
years
of
the
21
effective
date
of
the
corporation’s
dissolution.
22
Sec.
10.
Section
490.1621,
subsection
4,
Code
2023,
is
23
amended
to
read
as
follows:
24
4.
The
first
biennial
report
shall
be
delivered
to
the
25
secretary
of
state
between
January
1
and
April
1
of
the
first
26
even-numbered
year
following
the
calendar
year
in
which
a
27
domestic
corporation
was
incorporated
or
a
foreign
corporation
28
was
registered
to
do
business
in
this
state.
Subsequent
29
biennial
reports
must
be
delivered
to
the
secretary
of
state
30
between
January
1
and
April
1
of
the
following
even-numbered
31
calendar
years.
A
filing
fee
for
the
biennial
report
shall
32
be
determined
by
the
secretary
of
state
pursuant
to
section
33
490.122.
For
purposes
of
this
section
,
each
biennial
report
34
shall
contain
information
related
to
the
two-year
period
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immediately
preceding
the
calendar
year
in
which
the
report
is
1
filed.
2
Sec.
11.
Section
501.813,
subsection
1,
paragraph
d,
Code
3
2023,
is
amended
by
striking
the
paragraph.
4
Sec.
12.
Section
501.813,
subsection
2,
Code
2023,
is
5
amended
to
read
as
follows:
6
2.
a.
The
secretary
of
state
shall
refer
the
federal
7
tax
identification
number
contained
in
the
application
for
8
reinstatement
to
the
department
of
workforce
development.
9
The
department
of
workforce
development
shall
report
to
the
10
secretary
of
state
the
tax
status
of
the
cooperative.
If
the
11
department
reports
to
the
secretary
of
state
that
a
filing
12
delinquency
or
liability
exists
against
the
cooperative,
13
the
secretary
of
state
shall
not
cancel
the
certificate
of
14
dissolution
until
the
filing
delinquency
or
liability
is
15
satisfied.
16
b.
(1)
a.
If
the
secretary
of
state
determines
that
the
17
application
contains
the
information
required
by
subsection
18
1
,
and
that
a
delinquency
or
liability
reported
pursuant
to
19
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
20
correct,
the
secretary
of
state
shall
cancel
the
certificate
21
of
dissolution
and
prepare
a
certificate
of
reinstatement
22
that
recites
the
secretary
of
state’s
determination
and
the
23
effective
date
of
reinstatement,
file
the
document,
and
deliver
24
a
copy
to
the
cooperative
under
section
501.106
.
25
(2)
b.
If
the
name
of
the
cooperative
as
provided
in
26
subsection
1
,
paragraph
“c”
,
is
different
than
the
name
in
27
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
28
shall
constitute
an
amendment
to
the
articles
of
association
29
insofar
as
it
pertains
to
the
name.
A
cooperative
shall
not
30
relinquish
the
right
to
retain
its
name
if
the
reinstatement
31
is
effective
within
five
years
of
the
effective
date
of
the
32
cooperative’s
dissolution.
33
Sec.
13.
Section
504.1423,
subsection
1,
paragraph
d,
Code
34
2023,
is
amended
by
striking
the
paragraph.
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Sec.
14.
Section
504.1423,
subsection
2,
Code
2023,
is
1
amended
to
read
as
follows:
2
2.
a.
The
secretary
of
state
shall
refer
the
federal
3
tax
identification
number
contained
in
the
application
for
4
reinstatement
to
the
department
of
workforce
development.
5
The
department
of
workforce
development
shall
report
to
the
6
secretary
of
state
the
tax
status
of
the
corporation.
If
the
7
department
reports
to
the
secretary
of
state
that
a
filing
8
delinquency
or
liability
exists
against
the
corporation,
9
the
secretary
of
state
shall
not
cancel
the
certificate
of
10
dissolution
until
the
filing
delinquency
or
liability
is
11
satisfied.
12
b.
(1)
a.
If
the
secretary
of
state
determines
that
the
13
application
contains
the
information
required
by
subsection
1
,
14
that
a
delinquency
or
liability
reported
pursuant
to
paragraph
15
“a”
has
been
satisfied,
and
that
all
of
the
application
16
information
is
correct,
the
secretary
of
state
shall
cancel
17
the
certificate
of
dissolution
and
prepare
a
certificate
of
18
reinstatement
reciting
that
determination
and
the
effective
19
date
of
reinstatement,
file
the
document,
and
deliver
a
copy
to
20
the
corporation
under
section
504.504
.
21
(2)
b.
If
the
corporate
name
in
subsection
1
,
paragraph
22
“c”
,
is
different
from
the
corporate
name
in
subsection
23
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
24
constitute
an
amendment
to
the
articles
of
incorporation
25
insofar
as
it
pertains
to
the
corporate
name.
A
corporation
26
shall
not
relinquish
the
right
to
retain
its
corporate
name
27
if
the
reinstatement
is
effective
within
five
years
of
the
28
effective
date
of
the
corporation’s
dissolution.
29
Sec.
15.
NEW
SECTION
.
524.1423
Secretary
of
state
——
extra
30
services
——
surcharge.
31
Upon
the
request
of
a
filer
of
a
document
under
this
chapter,
32
the
secretary
of
state
shall
provide
an
extra
filing
service
33
and
assess
a
surcharge
as
provided
in
sections
9.14
and
9.15.
34
EXPLANATION
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The
inclusion
of
this
explanation
does
not
constitute
agreement
with
1
the
explanation’s
substance
by
the
members
of
the
general
assembly.
2
This
bill
relates
to
filing
services
offered
by
the
3
secretary
of
state
(secretary).
4
The
bill
includes
surcharge
fees
for
services
offered
by
5
the
secretary
under
Code
section
9.15.
The
bill
provides
that
6
a
one-hour
service
shall
have
a
$250
surcharge,
and
same-day
7
service
shall
have
a
$175
surcharge.
The
bill
provides
that
at
8
the
time
of
the
expedited
filing,
the
secretary
shall
provide
9
the
filer
with
written
confirmation
of
the
filing.
10
The
bill
makes
changes
to
Code
chapter
489,
relating
to
11
limited
liability
companies,
Code
chapter
490,
relating
to
12
business
corporations,
Code
chapter
501,
relating
to
closed
13
cooperatives,
and
Code
chapter
504,
relating
to
nonprofit
14
corporations,
referred
to
collectively
as
“entity”.
The
bill
15
strikes
a
provision
relating
to
federal
tax
identification
16
number
inclusion
on
an
application
for
dissolving
an
entity.
17
The
bill
also
strikes
a
provision
requiring
the
secretary
to
18
refer
the
federal
tax
identification
number
in
the
application
19
for
reinstatement
of
an
entity,
and
for
the
department
20
of
workforce
development
to
report
to
the
secretary
the
21
tax
status
of
an
entity.
The
bill
additionally
strikes
a
22
provision
requiring
the
secretary
to
refrain
from
canceling
23
the
declaration
of
dissolution
of
an
entity
until
the
filing
24
delinquency
or
liability
is
satisfied
upon
a
specified
report
25
by
the
department
of
workforce
development.
26
The
bill
removes
a
requirement
that
the
secretary
collect
a
27
biennial
report
document
from
Code
section
490.122.
The
bill
28
provides
that
the
secretary
may
impose,
assess,
and
collect
29
a
filing
fee
as
a
condition
to
accept
a
biennial
report
in
30
Code
section
490.1621
(relating
to
biennial
reporting
to
the
31
secretary)
and
a
filing
fee
shall
be
determined
pursuant
to
32
Code
section
490.122.
33
The
bill
permits
banks
to
use
preclearance
and
expedited
34
filing
services
offered
by
the
secretary
of
state’s
office.
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