House File 536 - IntroducedA Bill ForAn Act 1 eliminating requirements relating to the filing of
2certain reports with the secretary of state by persons
3holding agricultural land and persons who are business
4entities.
5BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
1DIVISION I
2AGRICULTURAL LANDHOLDING RESTRICTIONS BY NONRESIDENT ALIENS AND
3BUSINESS ENTITIES
4   Section 1.  Section 9I.10, subsection 1, Code 2019, is
5amended to read as follows:
   61.  If the secretary of state finds that a nonresident alien,
7foreign business, foreign government, or an agent, trustee,
8or other fiduciary thereof, has acquired or holds title to or
9interest in agricultural land in this state in violation of
10this chapter or has failed to timely register as required under
11section 9I.7 or has failed to timely report as required under
12section 9I.8
, the secretary shall report the violation to the
13attorney general.
14   Sec. 2.  Section 9I.12, Code 2019, is amended to read as
15follows:
   169I.12  Penalty — failure to timely file.
   17A civil penalty of not more than two thousand dollars shall
18be imposed, for each offense, upon a nonresident alien, foreign
19business or foreign government, or an agent, trustee or other
20fiduciary thereof, who fails to timely file the registration as
21required by section 9I.7, or who fails to timely file a report
22required by section 9I.8
.
23   Sec. 3.  Section 10.1, unnumbered paragraph 1, Code 2019, is
24amended to read as follows:
   25As used in this chapter and in chapter 10B, unless the
26context otherwise requires:
27   Sec. 4.  Section 10D.2, subsection 1, Code 2019, is amended
28to read as follows:
   291.  The enterprise files a notice with the secretary of state
30not later than June 30, 2002. The notice shall be a simple
31statement providing the name of the enterprise and the address
32of the enterprise’s registered office or registered agent. The
33notice shall indicate that the enterprise intends to acquire or
34hold an interest in agricultural land under this chapter. The
35secretary of state shall file the notice together with reports
-1-1required for the enterprise as required in chapter 10B.

2   Sec. 5.  Section 22.7, subsection 47, Code 2019, is amended
3by striking the subsection.
4   Sec. 6.  REPEAL.  Sections 9I.8 and 9I.9, Code 2019, are
5repealed.
6   Sec. 7.  REPEAL.  Chapter 10B, Code 2019, is repealed.
7DIVISION II
8UNIFORM LIMITED PARTNERSHIP ACT
9   Sec. 8.  Section 488.111, subsection 7, Code 2019, is amended
10by striking the subsection.
11   Sec. 9.  Section 488.209, subsection 1, paragraph d, Code
122019, is amended by striking the paragraph.
13   Sec. 10.  Section 488.209, subsection 2, paragraph d, Code
142019, is amended by striking the paragraph.
15   Sec. 11.  Section 488.809, subsection 1, Code 2019, is
16amended to read as follows:
   171.  The secretary of state may dissolve a limited partnership
18administratively if the limited partnership does not, within
19sixty days after the due date, do any of the following:
   20a.  Pay pay any fee, tax, or penalty under this chapter or
21other law due the secretary of state.
   22b.  Deliver its biennial report to the secretary of state.
23   Sec. 12.  Section 488.906, subsection 1, paragraph b, Code
242019, is amended by striking the paragraph.
25   Sec. 13.  REPEAL.  Section 488.210, Code 2019, is repealed.
26DIVISION III
27REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
28   Sec. 14.  Section 489.105, subsection 2, paragraph a, Code
292019, is amended to read as follows:
   30a.  Delivering to the secretary of state for filing a
31statement of change under section 489.114, an amendment to the
32certificate under section 489.202, a statement of correction
33under section 489.206, a biennial report under section 489.209,
34 or a statement of termination under section 489.702, subsection
352, paragraph “b”, subparagraph (6).
-2-
1   Sec. 15.  Section 489.114, subsection 4, Code 2019, is
2amended by striking the subsection.
3   Sec. 16.  Section 489.117, subsection 4, Code 2019, is
4amended by striking the subsection.
5   Sec. 17.  Section 489.208, subsection 2, paragraph d, Code
62019, is amended by striking the paragraph.
7   Sec. 18.  Section 489.705, subsection 1, paragraph a, Code
82019, is amended to read as follows:
   9a.  The limited liability company has not delivered a
10biennial report to the secretary of state in a form that meets
11the requirements of section 489.209 within sixty days after it
12is due, or has not
paid, within sixty days after the due date,
13any fee, tax, or penalty due to the secretary of state under
14this chapter or law other than this chapter.
15   Sec. 19.  Section 489.806, subsection 1, paragraph b, Code
162019, is amended by striking the paragraph.
17   Sec. 20.  REPEAL.  Section 489.209, Code 2019, is repealed.
18DIVISION IV
19IOWA BUSINESS CORPORATION ACT
20   Sec. 21.  Section 490.120, subsection 6, unnumbered
21paragraph 1, Code 2019, is amended to read as follows:
   22Except as provided in section 490.1622, subsection 2, the
23
 The document must be executed by one of the following methods:
24   Sec. 22.  Section 490.120, subsection 12, paragraph c,
25subparagraph (1), Code 2019, is amended to read as follows:
   26(1)  “Filed document” means a document filed with the
27secretary of state under any provision of this chapter except
28division XV or section 490.1622.
29   Sec. 23.  Section 490.121, subsection 1, paragraph a,
30subparagraph (3), Code 2019, is amended by striking the
31subparagraph.
32   Sec. 24.  Section 490.125, subsection 2, Code 2019, is
33amended to read as follows:
   342.  The secretary of state files a document by recording
35it as filed on the date and time of receipt. After filing
-3-1a document, except the biennial report required by section
2490.1622, and
except as provided in sections 490.503 and
3490.1509, the secretary of state shall deliver to the domestic
4or foreign corporation or its representative a copy of the
5document with an acknowledgment of the date and time of filing.
6   Sec. 25.  Section 490.128, subsection 2, paragraph d, Code
72019, is amended by striking the paragraph.
8   Sec. 26.  Section 490.140, subsection 25, Code 2019, is
9amended to read as follows:
   1025.  “Principal office” means the office, in or out of
11this state, so designated in the biennial report, where
12the principal executive offices of a domestic or foreign
13corporation are located.
14   Sec. 27.  Section 490.141, subsection 3, Code 2019, is
15amended to read as follows:
   163.  Notice or other communication to a domestic or foreign
17corporation authorized to transact business in this state may
18be delivered to its registered agent at its registered office
19or to the secretary of the corporation at its principal office
20shown in its most recent biennial report or, in the case of
21a foreign corporation that has not yet delivered a biennial
22report
, in its application for a certificate of authority.
23   Sec. 28.  Section 490.502, subsection 4, Code 2019, is
24amended by striking the subsection.
25   Sec. 29.  Section 490.1420, subsection 1, Code 2019, is
26amended to read as follows:
   271.  The corporation has not delivered a biennial report to
28the secretary of state in a form that meets the requirements
29of section 490.1622, within sixty days after it is due, or has
30not
paid any fee, tax, or penalty due to the secretary of state
31under this chapter or law other than this chapter, within sixty
32days after it is due.
33   Sec. 30.  Section 490.1508, subsection 3, Code 2019, is
34amended by striking the subsection.
35   Sec. 31.  Section 490.1510, subsection 2, unnumbered
-4-1paragraph 1, Code 2019, is amended to read as follows:
   2A foreign corporation may be served by registered or
3certified mail, return receipt requested, addressed to the
4secretary of the foreign corporation at its principal office
5shown in its application for a certificate of authority or in
6its most recent biennial report
if the foreign corporation
7meets any of the following conditions:
8   Sec. 32.  Section 490.1530, subsection 1, Code 2019, is
9amended by striking the subsection.
10   Sec. 33.  Section 490.1531, subsection 4, Code 2019, is
11amended to read as follows:
   124.  The secretary of state’s revocation of a foreign
13corporation’s certificate of authority appoints the secretary
14of state the foreign corporation’s agent for service of process
15in any proceeding based on a cause of action which arose
16during the time the foreign corporation was authorized to
17transact business in this state. Service of process on the
18secretary of state under this subsection is service on the
19foreign corporation. Upon receipt of process, the secretary
20of state shall mail a copy of the process to the secretary
21of the foreign corporation at its principal office shown in
22its most recent biennial report or
 as shown in any subsequent
23 communication received from the corporation stating the current
24mailing address of its principal office, or, if none is on
25file, in its application for a certificate of authority.
26   Sec. 34.  Section 490.1601, subsection 5, paragraph g, Code
272019, is amended by striking the paragraph.
28   Sec. 35.  Section 490.1701, subsection 3, paragraph b,
29subparagraph (1), Code 2019, is amended to read as follows:
   30(1)  The instrument shall be delivered to the secretary of
31state for filing and recording in the secretary of state’s
32office. If the corporation was organized under chapter 524
33or 533, the instrument shall also be filed and recorded in
34the office of the county recorder. The corporation shall at
35the time it files the instrument with the secretary of state
-5-1deliver also to the secretary of state for filing in the
2secretary of state’s office any biennial report which is then
3due.

4   Sec. 36.  Section 490.1701, subsection 3, paragraph c,
5subparagraph (3), Code 2019, is amended to read as follows:
   6(3)  The secretary of state shall not file the instrument
7with respect to a corporation unless at the time of filing
8the corporation is validly existing and in good standing in
9that office under the chapter under which it is incorporated.
10The corporation shall be considered validly existing and in
11good standing for the purpose of this chapter for a period of
12three months following the expiration date of the corporation,
13provided all biennial reports due have been filed and all fees
14due in connection with the biennial reports have been paid
.
15   Sec. 37.  Section 490.1701, subsection 5, Code 2019, is
16amended by striking the subsection.
17   Sec. 38.  REPEAL.  Section 490.1622, Code 2019, is repealed.
18DIVISION V
19FOREIGN PUBLIC UTILITY CORPORATIONS
20   Sec. 39.  REPEAL.  Section 495.3, Code 2019, is repealed.
21DIVISION VI
22PROFESSIONAL CORPORATIONS
23   Sec. 40.  REPEAL.  Section 496C.21, Code 2019, is repealed.
24DIVISION VII
25COOPERATIVE ASSOCIATIONS CHARTERED PRIOR TO JULY 4, 1935
26   Sec. 41.  REPEAL.  Sections 497.22, 497.23, 497.24, 497.25,
27497.26, 497.27, 497.28, 498.24, 498.25, 498.26, 498.27, 498.28,
28498.29, and 498.30, Code 2019, are repealed.
29DIVISION VIII
30TRADITIONAL COOPERATIVE ASSOCIATIONS
31   Sec. 42.  Section 499.43A, subsection 2, paragraph b, Code
322019, is amended to read as follows:
   33b.  The instrument shall be filed with the secretary of
34state. The cooperative association shall amend its articles
35of incorporation pursuant to section 499.41 to comply with
-6-1the provisions of this chapter. The secretary of state shall
2not file the instrument unless the cooperative association
3organized under chapter 497 is in compliance with the
4provisions of chapter 497 at the time of filing. The secretary
5of state shall not file the instrument unless the cooperative
6association organized under chapter 498 is in compliance
7with the provisions of chapter 498 at the time of filing. A
8cooperative association shall file a biennial report which is
9due pursuant to section 499.49.

10   Sec. 43.  Section 499.43B, subsection 2, unnumbered
11paragraph 1, Code 2019, is amended to read as follows:
   12The instrument shall be filed with the secretary of state.
13The cooperative association shall amend its articles of
14incorporation pursuant to section 499.41 to comply with the
15provisions of this chapter. The secretary of state shall not
16file the instrument unless the cooperative association is in
17compliance with the provisions of the chapter in which it was
18organized at the time of filing. A cooperative association
19shall file a biennial report which is due pursuant to section
20499.49.
Upon filing the instrument with the secretary, all of
21the following shall apply:
22   Sec. 44.  Section 499.53, Code 2019, is amended to read as
23follows:
   24499.53  Quo warranto.
   25The right of an association to exist or continue under this
26chapter may be inquired into by the attorney general, but not
27otherwise. If from its biennial report or otherwise, the
28secretary of state is informed that it the association is not
29functioning as a cooperative, the secretary shall so notify the
30attorney general who, if the attorney general finds reasonable
31cause so to believe, shall bring action to oust it and wind up
32its affairs.
33   Sec. 45.  Section 499.73, subsection 4, Code 2019, is amended
34by striking the subsection.
35   Sec. 46.  Section 499.76, subsection 1, Code 2019, is amended
-7-1by striking the subsection.
2   Sec. 47.  REPEAL.  Section 499.49, Code 2019, is repealed.
3DIVISION IX
4CLOSED COOPERATIVES
5   Sec. 48.  Section 501.103, subsections 3 and 4, Code 2019,
6are amended by striking the subsections.
7   Sec. 49.  Section 501.106, subsection 4, Code 2019, is
8amended by striking the subsection.
9   Sec. 50.  Section 501.701, subsection 5, paragraph g, Code
102019, is amended by striking the paragraph.
11   Sec. 51.  Section 501.811, subsection 1, Code 2019, is
12amended by striking the subsection.
13   Sec. 52.  REPEAL.  Section 501.713, Code 2019, is repealed.
14DIVISION X
15IOWA COOPERATIVE ASSOCIATIONS ACT
16   Sec. 53.  REPEAL.  Section 501A.231, Code 2019, is repealed.
17DIVISION XI
18REVISED IOWA NONPROFIT CORPORATION ACT
19   Sec. 54.  Section 504.112, subsection 1, Code 2019, is
20amended to read as follows:
   211.  The secretary of state may prescribe and furnish
22on request forms for an application for a certificate
23of existence, a foreign corporation’s application for a
24certificate of authority to transact business in this state,
 25and a foreign corporation’s application for a certificate of
26withdrawal, and the biennial report. If the secretary of state
27so requires, use of these forms is mandatory.
28   Sec. 55.  Section 504.113, subsection 1, paragraph w, Code
292019, is amended by striking the paragraph.
30   Sec. 56.  Section 504.116, subsection 2, Code 2019, is
31amended to read as follows:
   322.  The secretary of state files a document by recording the
33document as filed on the date and the time of receipt. After
34filing a document, except as provided in sections 504.504, or
35 504.1510, and 504.1613, the secretary of state shall deliver
-8-1to the domestic or foreign corporation or its representative
2a copy of the document with an acknowledgment of the date and
3time of filing.
4   Sec. 57.  Section 504.119, subsection 2, paragraph d, Code
52019, is amended by striking the paragraph.
6   Sec. 58.  Section 504.141, subsection 31, Code 2019, is
7amended to read as follows:
   831.  “Principal office” means the office in or out of this
9state so designated in the biennial report filed pursuant to
10section 504.1613
where the principal offices of a domestic or
11foreign corporation are located.
12   Sec. 59.  Section 504.142, subsection 8, Code 2019, is
13amended to read as follows:
   148.  Written notice is correctly addressed to a domestic or
15foreign corporation authorized to transact business in this
16state, other than in its capacity as a member, if addressed
17to its registered agent or to its secretary at its principal
18office shown in its most recent biennial report or, in the
19case of a foreign corporation that has not yet delivered a
20biennial report
as shown in its application for a certificate
21of authority.
22   Sec. 60.  Section 504.504, subsection 2, unnumbered
23paragraph 1, Code 2019, is amended to read as follows:
   24If a corporation has no registered agent, or the agent
25cannot with reasonable diligence be served, the corporation
26may be served by registered or certified mail, return receipt
27requested, addressed to the secretary of the corporation at its
28principal office shown in the most recent biennial report filed
29pursuant to section 504.1613
. Service is perfected under this
30subsection on the earliest of any of the following:
31   Sec. 61.  Section 504.1421, subsection 1, Code 2019, is
32amended by striking the subsection.
33   Sec. 62.  Section 504.1508, subsection 4, Code 2019, is
34amended by striking the subsection.
35   Sec. 63.  Section 504.1510, subsection 2, unnumbered
-9-1paragraph 1, Code 2019, is amended to read as follows:
   2A foreign corporation may be served by registered or
3certified mail, return receipt requested, addressed to the
4secretary of the foreign corporation at its principal office
5shown in its application for a certificate of authority or in
6its most recent biennial report filed under section 504.1613
if
7any of the following conditions apply:
8   Sec. 64.  Section 504.1531, subsection 1, paragraph a, Code
92019, is amended by striking the paragraph.
10   Sec. 65.  Section 504.1532, subsection 5, Code 2019, is
11amended to read as follows:
   125.  The secretary of state’s revocation of a foreign
13corporation’s certificate of authority appoints the secretary
14of state the foreign corporation’s agent for service of
15process in any proceeding based on a cause of action that
16arose during the time the foreign corporation was authorized
17to transact business in this state. Service of process on the
18secretary of state under this subsection is service on the
19foreign corporation. Upon receipt of process, the secretary
20of state shall mail a copy of the process to the secretary of
21the foreign corporation at its principal office shown in its
22most recent biennial report or in
any subsequent communications
23received from the corporation stating the current mailing
24address of its principal office or, if none are on file, in its
25application for a certificate of authority.
26   Sec. 66.  Section 504.1601, subsection 5, paragraph g, Code
272019, is amended by striking the paragraph.
28   Sec. 67.  REPEAL.  Section 504.1613, Code 2019, is repealed.
29EXPLANATION
30The inclusion of this explanation does not constitute agreement with
31the explanation’s substance by the members of the general assembly.
   32GENERAL. This bill eliminates a requirement that certain
33persons must file a biennial report with the secretary
34of state, including persons filing information regarding
35agricultural land holdings and various business entities,
-10-1including both domestic and foreign, authorized to do business
2in this state.
   3AGRICULTURAL LANDHOLDINGS. Generally, Code chapter 10B
4provides a number of reporting requirements for business
5entities and foreign persons holding agricultural land in this
6state, including persons holding land under other Code chapters
7such as Code chapter 9H (e.g., corporations, cooperatives,
8limited partnerships, trusts, and limited liability companies)
9and Code chapter 9I (overseas businesses, foreign governments,
10and nonresident aliens). The person, sometimes referred to as
11a reporting entity, must file a report with the secretary of
12state on or before March 31 of each odd-numbered year (Code
13section 10B.4) unless the person is a business entity filing a
14biennial report under its respective organizational chapter.
15The report must contain information about the activities of the
16person, the person’s landholdings, and agricultural commodities
17produced on the land. These reporting requirements do not
18apply to family farm entities such as family farm corporations,
19family farm limited partnerships, family trusts, or family farm
20limited liability companies. A reporting entity that fails
21to file a report is subject to a civil penalty not to exceed
22$1,000 and $100 per day of the failure (Code section 10B.6).
   23BUSINESS ENTITIES. A business entity is required to file a
24report with the secretary of state either on an even-numbered
25or odd-numbered year basis, depending upon the type of business
26entity. This includes a domestic or foreign business operating
27on a for-profit, nonprofit, or cooperative basis. It does not
28include a partnership or limited liability partnership (Code
29chapter 486A) or a corporation for pecuniary profit organized
30under Code chapter 491 prior to July 1, 1971 (Code section
31491.1). It does include a limited partnership or a foreign
32limited partnership (Code section 488.210), a limited liability
33company or a foreign limited liability company (Code section
34489.209), a professional limited liability company or foreign
35professional limited liability company (Code sections 489.209
-11-1and 489.1101), a domestic or foreign for-profit corporation
2(Code section 490.1622), a foreign corporation that owns or
3controls certain utilities (Code section 495.3), a cooperative
4association organized prior to July 4, 1935 (Code sections
5497.22, 498.24, and 504.1613), a traditional domestic or
6foreign cooperative association (Code sections 490.122, 499.49,
7499.54, and 504.1613), a domestic closed cooperative (Code
8section 501.713), a domestic or foreign cooperative subject to
9the Iowa cooperative associations Act (Code section 501A.231),
10and a domestic or foreign nonprofit corporation (Code section
11504.1613).
   12Generally, a report contains information regarding the
13business entity’s current status including its identity (e.g.,
14name, business location, the mailing address of its registered
15office and registered agent for service of process, and its
16principal place of business), and in the case of a foreign
17business entity, the state or other jurisdiction under which
18it was organized or formed. The failure to file a complete
19report and fee with the office may be cause for administrative
20dissolution (e.g., Code sections 490.1420 and 504.1421).
-12-
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