SF 479 (LSB 1713XS (2) 91)

SENATE FILE 479

BY  TRONE GARRIOTT

A BILL FOR

An Act relating to documents filed with the secretary of state by business entities, including by authorizing the secretary of state to refuse to file documents or remove information from documents.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:

DIVISION I
DOCUMENT FILINGS —— GENERAL

    Section 1.  Section 9.11, subsection 1, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   “Document” means a document or record for filing by the secretary as provided in the relevant filing statute as follows:
    Sec. 2.  Section 9.11, subsection 1, paragraph h, Code 2025, is amended to read as follows:
   h.  Chapter 501A, including as provided in section 501A.201A 501.201, and as stated in section 501A.205 or as otherwise described in sections 501A.231, 501A.302, 501A.1101, and 501A.1104.
    Sec. 3.  Section 9.14, subsection 4, paragraph b, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   The secretary of state is not required to provide a four-day or more period of service.
DIVISION II
DOCUMENT FILINGS —— PARTNERSHIPS

    Sec. 4.  Section 486A.101, subsection 13, Code 2025, is amended to read as follows:
   13.  “Statement” means a statement of partnership authority under section 486A.303, a statement of denial under section 486A.304, a statement of dissociation under section 486A.704, a statement of dissolution under section 486A.805, a statement of merger under section 486A.907, a statement of qualification under section 486A.1001, a statement of foreign qualification under section 486A.1102, a statement to remove unauthorized use information under sections 486A.1206A through 486A.1206D, or an amendment or cancellation of any of the foregoing.
    Sec. 5.  Section 486A.1204, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  4.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 486A.1206C.
    Sec. 6.  Section 486A.1205, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a document, if the secretary of state determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
    Sec. 7.  Section 486A.1205, subsection 4, Code 2025, is amended to read as follows:
   4.  a.  The secretary of state’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following:
   a.  (1)  Affect the validity or invalidity of the document in whole or part.
   b.  (2)  Relate to the correctness or incorrectness of information contained in the document.
   c.  (3)  Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a document under subsection 2A.
    Sec. 8.  NEW SECTION.  486A.1206A  Registered filing —— general.
   1.  As used in sections 486A.1206B through 486A.1206D, “registered filing” means a document that includes identifying information regarding a registered agent, registered office, or chief executive office, including as provided or described in sections 486A.303, 486A.1001, 486A.1102, 486A.1212, and 486A.1213.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 486A.1206B through 486A.1206D.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 486A.1206B through 486A.1206D.
   4.  This section, and sections 486A.1206B through 486A.1206D, do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 9.  NEW SECTION.  486A.1206B  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or chief executive office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or chief executive office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the partnership or foreign partnership, including a limited liability partnership subject to section 486A.1102.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 10.  NEW SECTION.  486A.1206C  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the record or a person named in the filed record.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement, the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the partnership or foreign partnership. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a partnership, or foreign partnership, to correct a registered filing under section 486A.1204, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the limited liability partnership or foreign limited liability, and the office of secretary of state may act as a registered office for the limited liability partnership or foreign limited liability partnership, as provided in section 486A.1214A.
    Sec. 11.  NEW SECTION.  486A.1206D  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 486A.1206C constitutes final agency action. A partnership or a foreign partnership may appeal the action within thirty days after the secretary of state delivers to the partnership or foreign partnership the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the chief executive office of the partnership, or a foreign partnership, is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 12.  NEW SECTION.  486A.1214A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information under section 486A.1206C would prohibit a person from serving any process, notice, or demand required or permitted by law, the partnership or foreign partnership shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 486A.1212, the secretary of state shall act as the registered agent, and the secretary of state’s office shall act as the registered office, for the partnership or foreign partnership.
DIVISION III
RECORD FILINGS —— LIMITED PARTNERSHIPS

    Sec. 13.  Section 488.117A, subsection 1, paragraph p, Code 2025, is amended to read as follows:
   p.  Any other document record required or

 permitted to be filed  $  5
    Sec. 14.  Section 488.117A, subsection 3, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   The secretary of state shall collect the following fees for copying and certifying the copy of any filed document record relating to a limited partnership or foreign limited partnership:
    Sec. 15.  NEW SECTION.  488.117B  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information would prohibit a person from serving any process, notice, or demand required or permitted by law, the limited partnership or foreign limited partnership shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 488.115, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office of the limited partnership or foreign limited partnership.
    Sec. 16.  Section 488.206, subsection 1, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, contain the information required by this chapter but may include other information as well, and be in a medium permitted by the secretary of state. The document record must be typewritten or printed. If the document record is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require an exact or conformed copy to be delivered with the document record. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and perform all of the following:
    Sec. 17.  Section 488.206, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  3A.  a.  The secretary of state shall refuse to file a record, if the secretary reasonably determines that any of the following may apply:
   (1)  The record is materially false or fraudulent.
   (2)  The record may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing.
    Sec. 18.  Section 488.206, subsections 4 and 5, Code 2025, are amended to read as follows:
   4.  If the secretary of state refuses to file a document record, the secretary of state shall return it to the limited partnership or foreign limited partnership or its representative, within ten days after the record was received by the secretary of state, together with a brief, written explanation of the reason for the refusal.
   5.  a.  The secretary of state’s duty to file documents a record under this section is ministerial. Filing or refusing to file a document record does not do any of the following:
   a.  (1)  Affect the validity or invalidity of the document record in whole or part.
   b.  (2)  Relate to the correctness or incorrectness of information contained in the document record.
   c.  (3)  Create a presumption that the document record is valid or invalid or that information contained in the document record is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a document under subsection 3A.
    Sec. 19.  NEW SECTION.  488.206B  Appeal from secretary of state’s refusal to file document.
   1.  If the secretary of state refuses to file a document delivered to the secretary of state’s office for filing, the limited partnership or foreign limited partnership may appeal the refusal, within thirty days after the return of the document, to the district court for the county in which the limited partnership’s principal office is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state’s explanation of the refusal to file.
   2.  The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 20.  NEW SECTION.  488.206C  Registered filing —— general.
   1.  As used in sections 488.206D through 488.206F, “registered filing” means a record that includes identifying information regarding a registered agent a registered office, or a principal office, including as provided or described in sections 488.115, 488.116, 488.201, 488.210, and 488.902.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 488.206D through 488.206F.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 488.206D through 488.206F.
   4.  This section, and sections 488.206D through 488.206F do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 21.  NEW SECTION.  488.206D  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the limited partnership or foreign limited partnership subject to section 488.108.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  The description of the alleged unauthorized use information.
    Sec. 22.  NEW SECTION.  488.206E  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the record or a person named in the filed record.
   b.  The secretary of states’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the limited partnership or foreign limited partnership. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the register filings.
   (b)  State the consequences of not complying with the requirements of the relevant register filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 488.809.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a limited partnership, or foreign limited partnership, to correct a registered filing under section 488.207, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the limited partnership or foreign limited partnership, and the office of secretary of state may act as a registered office or the limited partnership or foreign limited partnership, as provided in section 488.206B.
    Sec. 23.  NEW SECTION.  488.206F  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 488.206E constitutes final agency action. A limited partnership or foreign limited partnership may appeal the action, within thirty days after the secretary of state delivers to the limited partnership or foreign partnership the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the limited partnership or foreign limited partnership is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 24.  Section 488.207, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  4.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 488.206E.
    Sec. 25.  Section 488.809, subsection 1, Code 2025, is amended by adding the following new paragraph:
   NEW PARAGRAPH.  0b.  Maintain a registered agent or maintain registered office in this state for sixty days or more.
DIVISION IV
RECORD FILINGS —— LIMITED LIABILITY COMPANIES

    Sec. 26.  NEW SECTION.  489.119A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from a registered filing under section 489.210C would prohibit a person from serving any process, notice, or demand required or permitted by law, the limited liability company or foreign limited liability company shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 489.118, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office, for the limited liability company or foreign limited liability company.
    Sec. 27.  Section 489.122, subsection 1, paragraph y, Code 2025, is amended to read as follows:
   y.  Any other document record required or

 permitted to be filed by this chapter  $  5
    Sec. 28.  Section 489.122, subsection 3, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   The secretary of state shall collect the following fees for copying and certifying the copy of any filed document record relating to a limited liability company or foreign limited liability company as follows:
    Sec. 29.  Section 489.202, subsection 3, paragraph c, Code 2025, is amended to read as follows:
   c.  A statement that the restated certificate consolidates all amendments into a single document record.
    Sec. 30.  Section 489.209, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 489.210C.
    Sec. 31.  Section 489.210, subsection 1, Code 2025, is amended to read as follows:
   1.  The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter. The duty of the secretary of state under this section is ministerial.
    Sec. 32.  Section 489.210, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a record, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The record is materially false or fraudulent.
   (2)  The record may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing.
    Sec. 33.  Section 489.210, subsection 5, Code 2025, is amended to read as follows:
   5.  a.  The duty of the secretary of state under this section is ministerial.  The filing of or refusal to file a record does not do any of the following:
   a.  (1)  Affect the validity or invalidity of the record in whole or in part.
   b.  (2)  Create a presumption that the information contained in the record is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a record under subsection 2A.
    Sec. 34.  NEW SECTION.  489.210A  Registered filing —— general.
   1.  As used in sections 489.210B through 489.210D, “registered filing” means a record that includes identifying information regarding a registered agent, registered office, or principal office including as provided or described in sections 489.116, 489.117, 489.118, 489.201, 489.202, 489.212, 489.302, 489.903, 489.904, 489.907, 489.909, 489.910, and 489.14203.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 489.210B through 489.210D.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 489.210B through 489.210D.
   4.  This section, and sections 489.210B through 489.210D do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 35.  NEW SECTION.  489.210B  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following: 
   (1)  The legal name of the limited liability company or foreign limited liability company subject to sections 489.112, 489.113, 489.1103, and 489.14202.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 36.  NEW SECTION.  489.210C  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the record or a person named in the filed record.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the limited liability company or foreign limited liability company. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 489.708.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a limited liability company or foreign limited liability company to correct a registered filing under section 489.209, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the limited liability company or foreign limited liability company, and the office of secretary of state may act as the registered office for the limited liability company or foreign limited liability company, as provided in section 489.119A.
    Sec. 37.  NEW SECTION.  489.210D  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 489.210C constitutes final agency action. A limited liability company or a foreign limited liability company may appeal the action, within thirty days after the secretary of state delivers to the limited liability company or foreign limited liability company the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the limited liability company or a foreign limited liability company is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 38.  Section 489.903, subsection 2, Code 2025, is amended to read as follows:
   2.  The foreign limited liability company shall deliver the completed foreign registration statement to the secretary of state, and also deliver to the secretary of state a certificate of existence or a document record of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated which is dated no earlier than ninety days prior to the date the application is filed by the secretary of state.
DIVISION V
DOCUMENT FILINGS —— FOR-PROFIT CORPORATIONS

    Sec. 39.  Section 490.124, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  4.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 490.126C.
    Sec. 40.  Section 490.125, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a document, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
    Sec. 41.  Section 490.125, subsection 4, Code 2025, is amended to read as follows:
   4.  a.  The secretary of state’s duty to file documents under this section is ministerial. The secretary of state’s filing or refusing to file a document does not create a presumption of any of the following:
   a.  (1)  The document does or does not conform to the requirements of this chapter.
   b.  (2)  The information contained in the document is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a document under subsection 2A.
    Sec. 42.  NEW SECTION.  490.126A  Registered filing —— general.
   1.  As used in sections 490.126B through 490.126D, “registered filing” means a document that includes identifying information, including as provided or described in sections 490.202, 490.502, 490.1005, 490.1503, 490.1504, 490.1510, and 490.1621.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 490.126B through 490.126D.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 490.126B through 490.126D.
   4.  This section, and sections 490.126B through 490.126D do not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing until the document is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 43.  NEW SECTION.  490.126B  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the corporation or foreign corporation subject to section 490.401, 490.402, 490.403, 490.1702, or 496C.5.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 44.  NEW SECTION.  490.126C  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the record or a person named in the filed record.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the corporation or foreign corporation. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 490.1420.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a corporation or foreign corporation to correct a registered filing under section 490.124, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the corporation or foreign corporation, and the office of secretary of state may act as a registered office for the corporation or foreign corporation, as provided in section 490.504A.
    Sec. 45.  NEW SECTION.  490.126D  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 490.126C constitutes final agency action. A corporation or a foreign corporation may appeal the action, within thirty days after the secretary of state delivers to the corporation or foreign corporation the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the corporation or foreign corporation is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 46.  NEW SECTION.  490.504A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from a registered filing under section 490.126C would prohibit a person from serving any process, notice, or demand required or permitted by law, the corporation or foreign corporation shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 490.502, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office, for the corporation or foreign corporation.
DIVISION VI
DOCUMENT FILINGS —— ASSOCIATIONS

    Sec. 47.  Section 499.44, Code 2025, is amended by adding the following new subsections:
   NEW SUBSECTION.  3A.  a.  The secretary of state shall refuse to file a document, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
   NEW SUBSECTION.  3B.  If the secretary of state refuses to file a document, the secretary of state shall, not later than fifteen business days after the record is delivered, do all of the following:
   a.  Return the record or notify the person that submitted the record of the refusal.
   b.  Provide a brief explanation in a record of the reason for the refusal.
   NEW SUBSECTION.  3C.  a.  The secretary of state’s duty to file documents under this section is ministerial. The filing of or refusal to file a document does not do any of the following:
   (1)  Affect the validity or invalidity of the document in whole or in part.
   (2)  Create a presumption that the information contained in the record is correct or incorrect.
   b.  This paragraph does not apply to the secretary of state’s refusal to file a document under subsection 3A.
    Sec. 48.  Section 499.44, subsection 5, Code 2025, is amended by adding the following new paragraph:
   NEW PARAGRAPH.  c.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 499.44E.
    Sec. 49.  NEW SECTION.  499.44B  Appeal from secretary of state’s refusal to file document.
   1.  If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the association’s principal office or, if none in this state, its registered office is located to compel its filing. The document and the explanation of the secretary of state’s refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
   2.  The court may order the secretary of state to file the document or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 50.  NEW SECTION.  499.44C  Registered filing —— general.
   1.  As used in sections 499.44D through 499.44F, “registered filing” means a document that includes identifying information regarding a registered agent, registered office, or principal office including as provided or described in sections 499.40, 499.49, 499.54, 499.73, 499.73A, and 499.74.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 499.44D through 499.44F.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 499.44D through 499.44F.
   4.  This section, and sections 499.44D through 499.44F, do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 51.  NEW SECTION.  499.44D  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the association or foreign association, subject to section 499.4.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 52.  NEW SECTION.  499.44E  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the record or a person named in the filed record.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the association or foreign association. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 499.76.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow an association or foreign association to correct a registered filing, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the association or foreign association, and the office of secretary of state may act as a registered office for the association or foreign association, as provided in section 499.75A.
    Sec. 53.  NEW SECTION.  499.44F  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 499.44E constitutes final agency action. An association or a foreign association may appeal the action, within thirty days after the secretary of state delivers to the association or foreign association the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the association or foreign association is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 54.  NEW SECTION.  499.75A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from a registered filing under section 499.44E would prohibit a person from serving any process, notice, or demand required or permitted by law, the association shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 499.73, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office, for the association or foreign association.
DIVISION VII
DOCUMENT FILINGS —— CLOSED COOPERATIVES

    Sec. 55.  Section 501.105, Code 2025, is amended by adding the following new subsections:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a document, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
   NEW SUBSECTION.  2B.  If the secretary of state refuses to file a document, the secretary of state shall, not later than fifteen business days after the record is delivered, do all of the following:
   a.  Return the record or notify the person that submitted the record of the refusal.
   b.  Provide a brief explanation in a record of the reason for the refusal.
   NEW SUBSECTION.  2C.  a.  The secretary of state’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following:
   (1)  Affect the validity or invalidity of the document in whole or in part.
   (2)  Relate to the correctness or incorrectness of information contained in the document.
   (3)  Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a document under subsection 2A.
    Sec. 56.  Section 501.105, subsection 5, Code 2025, is amended to read as follows:
   5.  a.  A document filed under this section may be corrected if the document contains an incorrect statement or the execution of the document was defective. A document is corrected by filing with the secretary of state articles of correction which describe the document to be corrected, including its filing date or a copy of the document. The articles must specify and correct the incorrect statement or defective execution.
   b.  Articles of correction are effective on the effective date of the document it corrects except as to persons relying on the original document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
   c.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 501.105E.
    Sec. 57.  NEW SECTION.  501.105B  Appeal from secretary of state’s refusal to file document.
   1.  If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the cooperative’s principal office or, if none in this state, its registered office is located to compel its filing. The document and the explanation of the secretary of state’s refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
   2.  The court may order the secretary of state to file the document or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 58.  NEW SECTION.  501.105C  Registered filing —— general.
   1.  As used in sections 501.105D through 501.105F, “registered filing” means a document that includes identifying information regarding a registered agent, registered office, or principal office including as provided or described in sections 501.106, 501.202, and 501.713.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 501.105D through 501.105F.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 501.105D through 501.105F.
   4.  This section, and sections 501.105D through 501.105F, do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 59.  NEW SECTION.  501.105D  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the cooperative, subject to section 501.104.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 60.  NEW SECTION.  501.105E  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the document or a person named in the filed document.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the cooperative. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 501.811.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a cooperative to correct a registered filing, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the cooperative, and the office of secretary of state may act as a registered office for the cooperative, as provided in section 501.106A.
    Sec. 61.  NEW SECTION.  501.105F  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 501.105E constitutes final agency action. A cooperative may appeal the action, within thirty days after the secretary of state delivers to the cooperative the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the cooperative is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 62.  NEW SECTION.  501.106A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from a registered filing would prohibit a person from serving any process, notice, or demand required or permitted by law, the cooperative, or foreign cooperative, shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 501.106, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office, for the cooperative or foreign cooperative.
DIVISION VIII
DOCUMENT FILINGS —— COOPERATIVES

    Sec. 63.  Section 501A.202, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a document, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
    Sec. 64.  Section 501A.202, subsection 4, Code 2025, is amended to read as follows:
   4.  a.  The secretary’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following:
   a.  (1)  Affect the validity or invalidity of the document in whole or in part.
   b.  (2)  Relate to the correctness or incorrectness of information contained in the document.
   c.  (3)  Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
   b.  Paragraph “a” does not apply to the secretary of state’s refusal to file a record under subsection 2A.
    Sec. 65.  NEW SECTION.  501A.202A  Registered filing —— general.
   1.  As used in sections 501A.202B through 501A.202E, “registered filing” means a document that includes identifying information regarding a registered agent, registered office, or principal office including as provided or described in sections 501A.221, 501A.222, 501A.231, and 501A.504.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 501A.202B through 501A.202E.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 501A.202B through 501A.202E.
   4.  This section, and sections 501A.202B through 501A.202E, do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 66.  NEW SECTION.  501A.202B  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the cooperative or foreign cooperative subject to section 501A.301.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 67.  NEW SECTION.  501A.202C  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the document or a person named in the filed document.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the cooperative association. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 501A.1210.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a cooperative association to correct a registered filing, if the secretary of state determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the cooperative or foreign cooperative, and the office of secretary of state may act as a registered office for the corporation, as provided in section 501A.403A.
    Sec. 68.  NEW SECTION.  501A.202D  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 501A.202C constitutes final agency action. A cooperative may appeal the action, within thirty days after the secretary of state delivers to the cooperative or foreign cooperative the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the cooperative is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 69.  Section 501A.204, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  4.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 501A.202C.
    Sec. 70.  NEW SECTION.  501A.403A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from a registered filing would prohibit a person from serving any process, notice, or demand required or permitted by law, the cooperative, or foreign cooperative, shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 501A.402, the secretary of state shall act as the registered agent, and the office of secretary of state shall act as the registered office, for the cooperative or foreign cooperative.
DIVISION IX
DOCUMENT FILINGS —— NONPROFIT CORPORATIONS

    Sec. 71.  Section 504.115, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  4.  The secretary of state may provide a separate procedure for correcting an incorrect statement in a registered filing that has been removed by the secretary of state pursuant to section 504.117C.
    Sec. 72.  Section 504.116, Code 2025, is amended by adding the following new subsection:
   NEW SUBSECTION.  2A.  a.  The secretary of state shall refuse to file a document, if the secretary of state reasonably determines that any of the following may apply:
   (1)  The document is materially false or fraudulent.
   (2)  The document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose.
   b.  Paragraph “a” does not create a duty upon the secretary of state to inspect, evaluate, or investigate a document that is presented for filing.
    Sec. 73.  NEW SECTION.  504.117A  Registered filing —— general.
   1.  As used in sections 504.117B through 504.117D, “registered filing” means a document that includes identifying information regarding a registered agent, registered office, or principal office including as provided or described in sections 504.502, 504.503, 504.1002, 504.1503, 504.1508, 504.1509, 504.1521, and 504.1613.
   2.  The secretary of state shall adopt rules as the secretary of state deems necessary or desirable to administer this section, and sections 504.117B through 504.117D.
   3.  The secretary of state shall produce and publish one or more forms as the secretary of state deems necessary or desirable to administer this section, and sections 504.117B through 504.117D.
   4.  This section, and sections 504.117B through 504.177D, do not create a duty upon the secretary of state to inspect, evaluate, or investigate a record that is presented for filing until the record is identified in a notarized affidavit to remove unauthorized use information delivered to the secretary of state.
    Sec. 74.  NEW SECTION.  504.117B  Registered filing —— notarized affidavit.
   1.  The secretary of state shall conduct an administrative review of a notarized affidavit to remove unauthorized use information from a registered filing. The affiant shall swear to all of the following:
   a.  The registered filing contains information identifying any of the following:
   (1)  The affiant as a registered agent.
   (2)  The affiant’s mailing address as the mailing address of a registered agent, registered office, or principal office.
   (3)  The affiant’s electronic mail address as the electronic mail address of a registered agent, registered office, or principal office.
   b.  Neither the affiant, nor an agent of the affiant, has authorized the use of information described in paragraph “a”.
   2.  A notarized affidavit for unauthorized use information must include facts required by the secretary of state including all of the following:
   a.  Information identifying the affiant, which shall at least include all of the following:
   (1)  The affiant’s legal name.
   (2)  The affiant’s mailing address, and electronic mail address, if any.
   b.  Information in the registered filing alleged to include unauthorized use of information, including all of the following:
   (1)  The legal name of the corporation or foreign corporation, subject to sections 504.401, 504.402, 504.403, and 504.1506.
   (2)  The number assigned by the secretary of state to the registered filing that includes alleged unauthorized use information.
   (3)  A description of the alleged unauthorized use information.
    Sec. 75.  NEW SECTION.  504.117C  Registered filing —— notarized affidavit and filed statement.
   1.  a.  The secretary of state shall reject a notarized affidavit to remove unauthorized use information from a registered filing, if the secretary of state reasonably determines that any of the following apply:
   (1)  The notarized affidavit is illegible, incomplete, misleading, or includes factual errors.
   (2)  The notarized affidavit’s purpose is to harass or defraud a person, including the filer of the document or a person named in the filed document.
   b.  The secretary of state’s rejection of a notarized affidavit to remove unauthorized use information under paragraph “a” constitutes final agency action without further judicial review under section 17A.19.
   2.  The secretary of state shall promptly file a statement to remove unauthorized use information if the secretary of state determines that the allegations in the notarized affidavit for unauthorized use information are true. Upon filing the statement the secretary of state shall do all of the following:
   a.  Remove unauthorized use information from the registered filings.
   b.  (1)  Deliver a notice of the statement to remove unauthorized use information to the corporation. The notice shall do the following:
   (a)  Identify the unauthorized use information included in the registered filings.
   (b)  State the consequences of not complying with the requirements of the relevant registered filing statutes.
   (c)  State that the secretary of state may act as the agent for service of process in this state.
   (d)  State that the filing of the statement may be grounds for administrative dissolution as provided in section 504.1421.
   (2)  If the secretary of state determines that it is not feasible to deliver the statement, the secretary of state shall publish the notice on its internet site.
   3.  The secretary of state may allow a corporation to correct a registered filing, if the secretary determines that the unauthorized use information was mistakenly included in the registered filing.
   4.  a.  The secretary of state shall not charge a fee for accepting or reviewing a notarized affidavit to remove unauthorized use information, filing a statement to remove unauthorized use information, or for removing unauthorized use information from any registered filing.
   b.  The secretary of state shall not return any fee paid for a registered filing that includes unauthorized use information that has been removed as unauthorized use information.
   5.  The secretary of state may act as an agent of the corporation or foreign corporation, and the office of secretary of state may act as a registered office for the corporation, as provided in section 504.504A.
    Sec. 76.  NEW SECTION.  504.117D  Registered filing —— appeal.
   1.  The secretary of state’s filing of a statement to remove unauthorized use information from a registered filing under section 504.117C constitutes final agency action. A corporation may appeal the action, within thirty days after the secretary of state delivers to the corporation the notice of the statement or alternatively publishes the notice on its internet site. The appeal shall be heard by the district court for the county in which the principal office of the corporation is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to terminate the statement and restore the removed information. A copy of the statement shall be attached to the petition.
   2.  The court may summarily deny the petition, order the secretary of state to terminate the statement and restore the removed information, or take other action the court considers appropriate.
   3.  The court’s final decision may be appealed as in other civil proceedings.
    Sec. 77.  Section 504.401, subsection 2, paragraph a, Code 2025, is amended to read as follows:
   a.  The corporate name of any other nonprofit or business corporation incorporated or authorized to do transact business in this state.
    Sec. 78.  Section 504.401, subsection 4, unnumbered paragraph 1, Code 2025, is amended to read as follows:
   A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is being used in this state if the other corporation is incorporated or authorized to do transact business in this state and the proposed user corporation submits documentation to the satisfaction of the secretary of state establishing any of the following conditions:
    Sec. 79.  Section 504.403, subsection 1, paragraph a, Code 2025, is amended to read as follows:
   a.  The corporate name of a nonprofit or business corporation incorporated or authorized to do transact business in this state.
    Sec. 80.  NEW SECTION.  504.504A  Service of process by secretary of state —— removal of unauthorized use information.
   If the secretary of state’s removal of unauthorized use information from under section 504.117C would prohibit a person from serving any process, notice, or demand required or permitted by law, the corporation or foreign corporation shall be deemed to have failed to appoint or maintain a registered agent or maintain a registered office. Until the registered agent or registered office is changed as provided in section 504.502, the secretary of state shall act as the registered agent, and the secretary of state’s office shall act as the registered office, for the corporation or foreign corporation.
    Sec. 81.  Section 504.1521, subsection 2, paragraph c, Code 2025, is amended to read as follows:
   c.  That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do transact business in this state.
EXPLANATION
The inclusion of this explanation does not constitute agreement with
the explanation’s substance by the members of the general assembly.
   GENERAL. This bill amends current and enacts new provisions relating to a number of different types of business organizations (entities) existing on a for-profit, cooperative, or nonprofit basis. An entity may be formed in this state as a domestic entity or formed in another jurisdiction and doing business in this state as a foreign entity. Generally, an entity is recognized as a person operating in this state with each type of entity governed under its own Code chapter. The relevant chapters, other than for cooperative associations, are based on model legislation prepared by the American bar association.
   BACKGROUND —— ORGANIZATION. The bill is comprised of a number of divisions, including a division amending a chapter establishing the office of secretary of state (SOS) and vesting the SOS with powers and duties (Code chapter 9). The other divisions address specific types of entities. A profit entity includes either a partnership, including a limited liability partnership, or a foreign limited liability partnership (Code chapter 486A); either a limited partnership, including a limited liability limited partnership, or a foreign limited partnership, including a foreign limited liability limited partnership (Code chapter 488); either a limited liability company, including a professional limited liability company, or a registered foreign limited liability company (Code chapter 489); either a corporation or foreign corporation (Code chapter 490), including a professional corporation or foreign professional corporation (Code chapter (496C). An entity formed on a cooperative basis includes either an association, foreign association (Code chapter 499), or a cooperative association (Code chapter 501); and either a cooperative or foreign cooperative (Code chapter 501A). An entity organized on a nonprofit basis includes either a corporation or a foreign corporation (Code chapter 504).
   BACKGROUND —— OPERATIONS. Each type of entity recognizes one or more executives making managerial decisions and equity holders, many of whom are voters making fundamental decisions affecting the entity. Depending upon an entity’s type, an executive may be referred to as a partner (Code chapter 486A), general partner (Code chapter 486A or 488), manager (Code chapter 489), or director (Code chapter 490, 499, 501, 501A, or 504). An equity holder may be referred to as a partner (Code chapter 486A), limited partner (Code chapter 486A or 488), shareholder (Code chapter 490), or member (Code chapter 489, 499, 501, 501A, or 504). Generally, an entity’s executives and equity holders are shielded from personal liability for actions attributable to the entity. The entity and its equity holders may also be subject to special tax treatment.
   BACKGROUND —— DOCUMENTS. Each entity is placed under the general authority of the SOS and in order to be recognized or authorized to carry out certain functions in this state, an entity must file a number of designated documents (referred to as records in Code chapters 488 and 489). The SOS’s function is to file a document as a ministerial act (Code sections 486A.1205, 488.206, 489.210, 490.125, 501A.202, and 504.116). Two Code chapters do not so prescribe the SOS’s authority when filing a document (Code chapters 499 and 501). A number of Code chapters do provide that the SOS may refuse to file a document submitted by an entity (Code sections 486A.1205, 488.206, 489.210, 490.125, 501A.202, and 504.116). Two Code chapters do not provide the SOS with that authority (Code chapters 499 and 501). Other Code chapters that provide the SOS authority to refuse a filing provide that an entity may appeal the SOS decision with the district court (Code sections 486A.1206, 489.210, 490.126, 501A.207, and 504.117). One chapter provides for the right by the SOS to refuse a filing but not a right of appeal (Code chapter 488). Two Code chapters provide for neither a right by the SOS to refuse a filing nor consequently the right of appeal by the entity (Code chapters 499 and 501).
   BACKGROUND —— REGISTERED FILINGS. Each entity must file with the SOS certain documents referred to in the bill as a registered filing that includes the name and address of a registered agent and registered office for acceptance of legal notices including service of process (Code sections 486A.1211, 488.114, 489.115, 490.501, 499.72, 501.106, 501A.401, and 504.501) in addition to a registered agent and registered office, the registered filing must include the entity’s principal (or executive) office. The failure to keep current registered filing is grounds for administrative dissolution (Code sections 488.809, 489.708, 490.1420, 499.76, 501.811, and 504.1421). Generally, a filer who has included an incorrect statement in a filed document may correct the statement (Code sections 486A.1204, 488.207, 489.209, 490.124, 501.105, 501A.204, and 504.115).
   BILL’S PROVISIONS —— SECRETARY OF STATE’S AUTHORITY TO FILE DOCUMENTS. The bill makes changes to each of the Code chapters beginning with Code chapter 9 by amending provisions by correcting citations or enhancing readability.
   BILL’S PROVISIONS —— REFUSAL TO FILE A DOCUMENT. The bill provides that when filing a document by an association or foreign association under Code chapter 499 or a cooperative under Code chapter 501, the entity and SOS are subject to the same filing requirements as other entities. Under the bill, the SOS’s filing of a document is also ministerial (Code sections 499.44 and 501.105). The bill provides that the SOS may refuse to file such a document (Code sections 499.44 and 501.105). The bill provides an appeal process from a decision by the SOS not to file a document submitted by a limited partnership or foreign limited partnership (Code section 488.206B), an association (Code section 499.44B), or a cooperative (Code section 501.105B). The bill includes a number of new provisions applicable to all entities, including a requirement that the SOS must refuse to file a document, if the SOS determines that the document is materially false or fraudulent or the document may be used to accomplish a fraudulent, criminal, or otherwise unlawful purpose (Code sections 486A.1205, 488.206, 489.210, 490.125, 499.44, 501.105, 501A.202, and 504.116).
   BILL’S PROVISIONS —— NOTARIZED AFFIDAVIT TO REMOVE UNAUTHORIZED USE INFORMATION FROM A REGISTERED FILING.  The bill provides for unauthorized use information that misidentifies a registered agent, registered office, or principle office in a registered filing (Code sections 486A.1206B, 488.206C, 489.210B, 490.126B, 499.44D, 501.105D, 501A.202B, and 504.117B). A person whose information has been misidentified in a registered filing may submit to the SOS a notarized affidavit to remove such information from a registered filing (affidavit). The SOS must conduct an administrative review of the affidavit to determine the whether an asserted allegation is true. The SOS may reject an affidavit after determining that it is illegible, incomplete, misleading, or includes factual errors; or its purpose is to defraud or harass a person, including the filer.
   BILL’S PROVISIONS —— STATEMENT TO REMOVE UNAUTHORIZED USE INFORMATION FROM A REGISTERED FILING. If the SOS determines that an allegation of an affidavit is true, the SOS must file a statement to remove unauthorized use information (statement) and must then remove the unauthorized use information from the registered filings (Code sections 486A.1206C, 488.206D, 489.210C, 490.126C, 499.44E, 501.105E, 501A.202C, and 504.117C). The SOS must also deliver a notice of the statement to the entity explaining what information was removed and why it was removed. The SOS may allow the entity to correct the registered filing. The SOS is prohibited from charging a fee for accepting or reviewing an affidavit, filing a statement, or removing unauthorized use information from any registered filing. The SOS cannot return a fee paid for a registered filing. The SOS may act as an agent of the entity and the office of the SOS may act as the registered office of the entity.
   BILL’S PROVISIONS —— STATEMENT TO REMOVE UNAUTHORIZED USE INFORMATION FROM A REGISTERED FILING —— REGISTERED AGENT AND OFFICE. If the SOS’s removal of unauthorized use information from a registered filing would prohibit a person from serving any process, notice, or demand required or permitted by law, the SOS acts as the registered agent, and the SOS’s office acts as the registered office for the entity until the registered agent or registered office is changed (Code sections 486A.1214A, 488.117B, 489.119A, 490.504A, 499.75A, 501.106A, 501A.403A, and 504.504A).
   BILL’S PROVISIONS —— APPEAL OF STATEMENT TO REMOVE UNAUTHORIZED USE INFORMATION FROM A REGISTERED FILING. An entity is entitled to appeal a decision by the SOS to file a statement removing unauthorized use information from a registered filing in a similar manner as an entity may appeal a decision by the SOS refusing to file a document (Code sections 486A.1206D, 488.206E, 489.210D, 490.126D, 499.44F, 501.105F, 501A.202D, and 504.117D).