SSB 3165 (LSB 5534XD (5) 91)

SENATE/HOUSE FILE _____

BY  (PROPOSED SECRETARY OF STATE BILL)

A BILL FOR

An Act providing for certain business entities acting under the jurisdiction of the secretary of state by providing for the removal of information from a filing based on a sworn affidavit and administrative dissolution based on the response to interrogatories.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:

DIVISION I
PARTNERSHIPS

    Section 1.  Section 486A.1205, subsection 1, Code 2026, is amended to read as follows:
   1.  If Except as provided in subsection 5, if a document delivered to the office of the secretary of state for filing satisfies the requirements of section 486A.1201, the secretary of state shall file it and issue any necessary certificate.
    Sec. 2.  Section 486A.1205, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 486A.1214A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 3.  NEW SECTION.  486A.1214A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a partnership’s filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the partnership registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent.
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the partnership or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the partnership.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the partnership filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the partnership, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the partnership is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 4.  NEW SECTION.  486A.1214B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a partnership and that is within the purview of the secretary of state if the secretary of state receives credible information that a partnership is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 486A.1214A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the partnership that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the partnership has no registered agent, at the partnership’s principal office address shown on the partnership’s most recent filing.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the partnership that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the partnership.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the partnership violated any provision of this chapter constitutes the partnership’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the partnership’s concession that the partnership violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the partnership has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
DIVISION II
LIMITED PARTNERSHIPS

    Sec. 5.  Section 488.206, subsection 1, unnumbered paragraph 1, Code 2026, 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 must be typewritten or printed. If the document 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. Unless Except as provided in subsection 6, 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. 6.  Section 488.206, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  a.  The secretary of state may require a record to be delivered by mail or in person if the secretary of state receives credible information that the record is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 488.210A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 7.  NEW SECTION.  488.210A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a limited partnership’s filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the limited partnership registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent. 
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the limited partnership or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the limited partnership.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the limited partnership filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the limited partnership, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the limited partnership is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 8.  NEW SECTION.  488.210B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a limited partnership and that is within the purview of the secretary of state if the secretary of state receives credible information that a limited partnership is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 488.210A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the limited partnership that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the limited partnership has no registered agent, at the limited partnership’s principal office address shown on the limited partnership’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the limited partnership that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the limited partnership.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the limited partnership violated any provision of this chapter constitutes the limited partnership’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the limited partnership’s concession that the partnership violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the limited partnership has not violated any provision of any chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 9.  Section 488.809, subsections 1, 2, and 3, Code 2026, are amended to read as follows:
   1.  The Except as provided in subsection 6, the secretary of state may dissolve a limited partnership administratively if the limited partnership does not, within sixty days after the due date, do any of the following:
   a.  Pay any fee, tax, or penalty under this chapter or other law due the secretary of state.
   b.  Deliver its biennial report to the secretary of state.
   2.  If Except as provided in subsection 6, if the secretary of state determines that a ground exists for administratively dissolving a limited partnership, the secretary of state shall file a record of the determination and serve the limited partnership with a copy of the filed record.
   3.  If Except as provided in subsection 6, if within sixty days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall administratively dissolve the limited partnership by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the limited partnership with a copy of the filed declaration.
    Sec. 10.  Section 488.809, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  If the limited partnership concedes that the limited partnership has violated a provision or provisions of this chapter that are the subjects of interrogatories served on the limited partnership pursuant to section 488.210B, the secretary of state may immediately dissolve the limited partnership administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for the dissolution. The secretary of state shall serve the limited partnership with a copy of the filed declaration.
DIVISION III
LIMITED LIABILITY COMPANIES

    Sec. 11.  Section 489.210, subsection 1, Code 2026, is amended to read as follows:
   1.  The Except as provided in subsection 7, 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. 12.  Section 489.210, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  7.  a.  The secretary of state may require a record to be delivered by mail or in person if the secretary of state receives credible information that the record is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 489.212A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 13.  NEW SECTION.  489.212A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a limited liability company or foreign limited liability company filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the limited liability company or foreign limited liability company registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent.
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided.
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the limited liability company or foreign limited liability company or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the limited liability company or foreign limited liability company.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the limited liability company or foreign limited liability company filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the limited liability company or foreign limited liability company, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the company is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 14.  NEW SECTION.  489.212B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a limited liability company or foreign limited liability company and that is within the purview of the secretary of state if the secretary of state receives credible information that a company is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 488.212A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the limited liability company or foreign limited liability company that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the company has no registered agent, at the company’s principal office address shown on the company’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the limited liability company or foreign limited liability company that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the company.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the limited liability company or foreign limited liability company violated any provision of this chapter constitutes the company’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the limited liability company’s or foreign limited liability company’s concession that the company violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the limited liability company or foreign limited liability company has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 15.  Section 489.708, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  The limited liability company or foreign limited liability company concedes that the company has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the company pursuant to section 489.212B.
    Sec. 16.  Section 489.709, subsections 1 and 2, Code 2026, are amended to read as follows:
   1.  If the secretary of state determines that one or more grounds exist under section 489.708, subsections 1 through 5, for dissolving a limited liability company, the secretary of state shall serve the company with written notice of such determination under section 489.119.
   2.  If Except as specified in subsection 5, if the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice under section 489.119, the secretary of state shall administratively dissolve the company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the company under section 489.119.
    Sec. 17.  Section 489.709, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  If the limited liability company or foreign limited liability company concedes that the company has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the company pursuant to section 489.212B, the secretary of state may immediately administratively dissolve the company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the company under section 489.119.
DIVISION IV
BUSINESS CORPORATIONS

    Sec. 18.  Section 490.125, subsection 1, Code 2026, is amended to read as follows:
   1.  If Except as provided in subsection 5, if a document delivered to the office of the secretary of state for filing satisfies the requirements of section 490.120, the secretary of state shall file it.
    Sec. 19.  Section 490.125, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  a.  The secretary of state may require a record to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 490.1621A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 20.  Section 490.1420, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  The corporation concedes that the corporation has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the corporation pursuant to section 490.1621B.
    Sec. 21.  Section 490.1421, subsections 1 and 2, Code 2026, are amended to read as follows:
   1.  If the secretary of state determines that one or more grounds exist under section 490.1420, subsections 1 through 5, for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504.
   2.  If Except as specified in subsection 5, the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice under section 490.504, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 490.504.
    Sec. 22.  Section 490.1421, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  If the corporation concedes that the corporation has violated a provision or provisions of this chapter that are the subject of the interrogatories served on the corporation pursuant to section 490.1621B, the secretary of state may immediately administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 490.504.
    Sec. 23.  NEW SECTION.  490.1621A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a domestic or foreign corporation filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the domestic or foreign corporation registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent.
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the domestic or foreign corporation or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the domestic or foreign corporation.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the domestic or foreign corporation filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the domestic or foreign corporation, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the corporation is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section. 
    Sec. 24.  NEW SECTION.  490.1621B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a domestic or foreign corporation and that is within the purview of the secretary of state if the secretary of state receives credible information that a corporation is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 490.1621A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the domestic or foreign corporation that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the corporation has no registered agent, at the corporation’s principal office address shown on the corporation’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the domestic or foreign corporation that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the corporation.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the domestic or foreign corporation violated any provision of this chapter constitutes the corporation’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the domestic or foreign corporation’s concession that the corporation violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the domestic or foreign corporation has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
DIVISION V
TRADITIONAL COOPERATIVE ASSOCIATIONS

    Sec. 25.  Section 499.44, subsection 1, Code 2026, is amended to read as follows:
   1.  The Except as provided in subsection 6, the secretary of state shall record all documents submitted to and required to be filed with the secretary of state under this chapter.
    Sec. 26.  Section 499.44, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 499.50.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 27.  NEW SECTION.  499.50  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in an association filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the association registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent. 
   b.  The affiant shall specify in the affidavit the information of unauthorized use that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the association or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the association.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the association filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the association, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the association is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 28.  NEW SECTION.  499.51  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to an association and that is within the purview of the secretary of state if the secretary of state receives credible information that an association is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 499.50.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the association that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the association has no registered agent, at the association’s principal office address shown on the association’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the association that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the association.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the association violated any provision of this chapter constitutes the association’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the association’s concession that the association violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the association has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 29.  Section 499.76, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  The association concedes that the association has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the association pursuant to section 599.51.
    Sec. 30.  Section 499.77, subsections 1 and 2, Code 2026, are amended to read as follows:
   1.  If the secretary of state determines that one or more grounds exist under section 499.76, subsections 1 through 4, for dissolving an association, the secretary of state shall serve the association by ordinary mail with written notice of the secretary of state’s determination pursuant to section 499.75.
   2.  If Except as specified in subsection 5, if the association does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected pursuant to section 499.75, the secretary of state shall administratively dissolve the association by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the association pursuant to section 499.75.
    Sec. 31.  Section 499.77, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  If the association concedes that it has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the association pursuant to section 499.51, the secretary of state may immediately administratively dissolve the association by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the association under section 499.75.
DIVISION VI
MULTIPLE HOUSING COOPERATIVES

    Sec. 32.  Section 499A.1, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  3.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use. The secretary of state shall accept and review an affidavit of unauthorized use completed and submitted to the secretary of state under this section in the same manner as the secretary of state accepts and reviews a submitted affidavit of unauthorized use under section 499.50.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
DIVISION VII
CLOSE COOPERATIVES

    Sec. 33.  Section 501.105, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  7.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 501.713A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 34.  NEW SECTION.  501.713A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a cooperative filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the cooperative registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent.
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided.
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the cooperative or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the cooperative.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the cooperative filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the cooperative, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the cooperative is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 35.  NEW SECTION.  501.713B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a cooperative and that is within the purview of the secretary of state if the secretary of state receives credible information that a cooperative is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 501.713A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the cooperative that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the cooperative has no registered agent, at the cooperative’s principal office address shown on the cooperative’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the cooperative that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the cooperative.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the cooperative violated any provision of this chapter constitutes the cooperative concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the cooperative’s concession that the cooperative violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the cooperative has not violated any provision of this chapter, the secretary shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 36.  Section 501.811, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  The cooperative concedes that the cooperative has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the cooperative pursuant to section 501.713B.
    Sec. 37.  Section 501.812, subsections 1 and 2, Code 2026, are amended to read as follows:
   1.  If the secretary of state determines that one or more grounds exist under section 501.811, subsections 1 through 4, for dissolving a cooperative, the secretary of state shall serve the cooperative with written notice of the secretary of state’s determination under section 501.106.
   2.  If Except as provided in subsection 6, if the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 501.106, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative under section 501.106.
    Sec. 38.  Section 501.812, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  If the cooperative concedes that the cooperative has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the cooperative pursuant to section 501.713B, the secretary of state may immediately administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative under section 501.106.
DIVISION VIII
501A CLOSE COOPERATIVES

    Sec. 39.  Section 501A.202, subsection 1, Code 2026, is amended to read as follows:
   1.  If Except as provided in subsection 5, if a document delivered to the secretary of state for filing satisfies the requirements of section 501A.201, the secretary of state shall file it and issue any necessary certificate.
    Sec. 40.  Section 501A.202, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 501A.231A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 41.  NEW SECTION.  501A.231A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a cooperative filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the cooperative registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent. 
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the cooperative or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the cooperative.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the cooperative filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the cooperative, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the cooperative is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 42.  NEW SECTION.  501A.231B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a cooperative and that is within the purview of the secretary of state if the secretary of state receives credible information that a cooperative is being used to accomplish a fraudulent, criminal, or unlawful purpose. 
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 501A.231A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the cooperative that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the cooperative has no registered agent, at the cooperative’s principal office address shown on the cooperative’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the cooperative that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatory. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the cooperative.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the cooperative violated any provision of this chapter constitutes the cooperative concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the cooperative’s concession that the cooperative violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the cooperative has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
DIVISION IX
NONPROFIT CORPORATIONS

    Sec. 43.  Section 504.116, subsection 1, Code 2026, is amended to read as follows:
   1.  If Except as provided in subsection 5, if a document delivered to the office of the secretary of state for filing satisfies the requirements of section 504.111, the secretary of state shall file it.
    Sec. 44.  Section 504.116, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  a.  The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 504.1621A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
    Sec. 45.  Section 504.1421, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  5.  The corporation concedes that the corporation has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the corporation pursuant to section 504.1621B.
    Sec. 46.  Section 504.1422, subsections 1 and 2, Code 2026, are amended to read as follows:
   1.  Upon determining that one or more grounds exist under section 504.1421, subsections 1 through 4, for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504.
   2.  If Except as specified in subsection 6, the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty days after service of notice is perfected under section 504.504, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate of dissolution and serve a copy on the corporation under section 504.504.
    Sec. 47.  Section 504.1422, Code 2026, is amended by adding the following new subsection:
   NEW SUBSECTION.  6.  If the corporation concedes that the corporation has violated a provision or provisions of this chapter that are the subjects of the interrogatories served on the corporation pursuant to section 504.1621B, the secretary of state may immediately administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 504.504.
    Sec. 48.  NEW SECTION.  504.1621A  Statement of removal —— removal of information not authorized to be provided.
   1.  a.  A person whose name, street address, mailing address, or email address has, without that person’s authorization, been provided to the secretary of state as that of the registered agent or of the principal office in a domestic or foreign corporation filing may deliver to the secretary of state a notarized, sworn affidavit of unauthorized use that does all of the following:
   (1)  Identifies the domestic or foreign corporation registration by name and business number.
   (2)  Indicates the affiant’s mailing address.
   (3)  States that neither the affiant nor any agent of the affiant has authorized the filing identifying the affiant as the registered agent, providing the affiant’s street address or mailing address as an address of the registered agent or principal office, or providing the affiant’s email address as that of the registered agent.
   b.  The affiant shall specify in the affidavit of unauthorized use the information that was not authorized to be provided. 
   c.  The secretary of state may reject an affidavit of unauthorized use that is incomplete or that the secretary of state believes was delivered to the secretary of state with the intent to harass or defraud the domestic or foreign corporation or the individual named as affiant. 
   d.  The office of the secretary of state shall adopt an affidavit of unauthorized use form in accordance with this section.
   2.  The secretary of state shall conduct an administrative review to determine whether the filing was authorized to identify the stated information as applicable.
   3.  If the secretary of state concludes that the filing was not authorized to provide the information identified in the affidavit, the secretary of state shall promptly file a statement of removal with respect to the identified information, and shall promptly cause the identified information to cease to be listed as identified for the domestic or foreign corporation.
   4.  The secretary of state shall not charge a fee for the filing of an affidavit of unauthorized use under subsection 1 or a statement of removal under subsection 3. The filing office shall not return any fee paid for filing the domestic or foreign corporation filing identified in the affidavit.
   5.  Upon filing a statement of removal, the secretary of state shall send to the principal office address or registered agent’s mailing address on record for the domestic or foreign corporation, if any, a notice stating that the statement of removal has been filed and is effective immediately. The notice shall also state that the corporation is without a registered agent or registered agent address, as applicable.
   6.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 49.  NEW SECTION.  504.1621B  Interrogatories.
   1.  a.  The secretary of state may serve one or more written interrogatories regarding any matter that pertains to a domestic or foreign corporation and that is within the purview of the secretary of state if the secretary of state receives credible information that a corporation is being used to accomplish a fraudulent, criminal, or unlawful purpose.
   b.  As used in paragraph “a”, “credible information” means any of the following:
   (1)  An affidavit of unauthorized use as provided in section 504.1621A.
   (2)  Information provided to the secretary of state by another government agency.
   (3)  Information collected by the secretary of state from a credible third-party data set.
   2.  The secretary of state shall serve such interrogatories on the domestic or foreign corporation that is the subject of the interrogatories by mail at the address of the registered agent that appears on the secretary of state’s records at the time the information required by subsection 1 is received, or if the corporation has no registered agent, at the corporation’s principal office address shown on the corporation’s most recent biennial report filed with the secretary of state.
   3.  The interrogatories must be answered by a person with the authority to answer on behalf of the domestic or foreign corporation that is the subject of the interrogatories. Each interrogatory must be answered in writing separately and in a manner that is responsive to the interrogatories. The declaration on the completed interrogatories form must be signed by a person with the authority to sign on behalf of the corporation.
   4.  To be considered responsive, the completed and signed interrogatories form must be received by the secretary of state by mail or in-person delivery within twenty-one calendar days after the form was mailed.
   5.  A response to any interrogatory that indicates to the secretary of state that the domestic or foreign corporation violated any provision of this chapter constitutes the corporation’s concession to such violation.
   6.  A failure to respond to any interrogatory within the allotted time constitutes the domestic or foreign corporation’s concession that the corporation violated a provision or provisions of this chapter that are the subjects of the interrogatories.
   7.  If the secretary of state receives a response to each interrogatory that indicates to the secretary of state that the domestic or foreign corporation has not violated any provision of this chapter, the secretary of state shall take no action.
   8.  The secretary of state shall adopt rules pursuant to chapter 17A necessary or desirable to administer this section.
    Sec. 50.  DIRECTIONS TO CODE EDITOR.  The Code editor shall organize sections 504.1621 through 504.1630 as a new part of chapter 504, subchapter XVI.
EXPLANATION
The inclusion of this explanation does not constitute agreement with
the explanation’s substance by the members of the general assembly.
   BACKGROUND. This bill amends or enacts provisions relating to different types of business entities existing under the jurisdiction of the secretary of state (secretary), and specifically the secretary’s filing office. A business entity is composed of one or more persons holding a legal interest in a for-profit business entity, cooperative interest in a cooperative association, or beneficial interest in a nonprofit business entity, with the interest holders pooling capital, and being shielded from personal liability from the acts or omissions of the business entity. Specifically, the bill provides for business entities formed in this state (domestic) or formed outside this state and authorized to do or transact business in this state (foreign) as provided in their respective governing Code chapters. These business entities include partnerships (Code chapter 486A), including limited liability partnerships; limited partnerships (Code chapter 488); limited liability companies (Code chapter 489); business corporations (Code chapter 490); traditional cooperative associations (Code chapter 499); housing cooperatives (Code chapter 499A); closed cooperatives (Code chapter 501); cooperative associations (Code chapter 501A); and nonprofit corporations (Code chapter 504). Generally, to be recognized as a business entity, the entity must comply with a number of requirements as set forth in its governing Code chapter. It must file a number of specified documents or records relating to the organization or management of the entity, including a document or record establishing its existence (e.g., for a domestic business corporation, articles of incorporation and for a foreign business corporation, a foreign registration statement). A business entity must maintain a registered agent in the state who may accept service of process. The business entity may also be subject to administrative dissolution proceedings by the secretary under certain circumstances (e.g., a failure to pay taxes, a failure to deliver a biennial report, or a failure to retain a registered agent). 
   BILL’S PROVISIONS —— GENERAL. The bill amends provisions governing business entities in two ways: (1) by providing for the removal of false information in a filing, and (2) by providing for the administrative dissolution of the business entity based on the responses to interrogatories served on the business entity indicating the business entity’s wrongful conduct. 
   BILL’S PROVISIONS —— STATEMENT OF REMOVAL. The bill authorizes the secretary to file a statement of removal (statement) which removes information from a filing. The secretary files the statement based on a review of an affidavit of unauthorized use submitted by a person (affiant) swearing that personal information regarding the affiant was wrongfully included in the filing, including by identifying the affiant as the business entity’s registered agent, providing the affiant’s street address, mailing address, or email address as the address of the registered agent or the business entity’s principal office. Upon filing a statement of removal, the secretary must send a notice to the business entity informing the business entity of the secretary’s decision that the statement is immediately effective. 
   BILL’S PROVISIONS —— INTERROGATORIES. The bill authorizes the secretary to commence administrative dissolution proceedings against a business entity based on a determination by the secretary that the business entity is being used to commit a fraudulent, criminal, or unlawful purpose. The secretary’s determination is based on a review of responses to interrogatories served by the secretary on the business entity. The secretary serves the interrogatories based on credible information which includes an affidavit of unauthorized use, information provided by a government agency, or information collected by the secretary from a credible third-party data set. To be considered responsive, a completed and signed interrogatories form must be received by the secretary within 21 calendar days after the form was mailed.