SF 425 (LSB 1165SV (2) 90)

SENATE FILE 425

BY  COMMITTEE ON COMMERCE

(SUCCESSOR TO SSB 1042)

A BILL FOR

An Act relating to utilization of filing services offered by the secretary of state.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:

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