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House File 2402 - IntroducedA Bill ForAn Act 1relating to the resignations of registered agents
2serving certain business entities.
3BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
1 Section 1. Section 486A.1213, subsection 3, Code 2020, is
2amended to read as follows:
33. The agency appointment is terminated, and the registered
4office discontinued if so provided, A statement of resignation
5takes effect on the earlier of the following:
6a. 12:01 a.m.on the thirty-first day after the date on
7which the statement of resignation was it is filed with the
8secretary of state.
9b. The designation of a new registered agent for the
10partnership.
11 Sec. 2. Section 488.116, subsection 3, Code 2020, is amended
12to read as follows:
133. A registered agency for service of process is terminated
14on the date on which the statement of resignation was filed
15with the secretary of state. A statement of resignation takes
16effect on the earlier of the following:
17a. 12:01 a.m.on the thirty-first day after the day on which
18it is filed with the secretary of state.
19b. The designation of a new registered agent for the limited
20partnership.
21 Sec. 3. Section 489.115, subsection 2, Code 2020, is amended
22to read as follows:
232. The agency appointment is terminated, and the registered
24office discontinued if so provided, on the date on which the
25statement was filed. A statement of resignation takes effect
26on the earlier of the following:
27a. 12:01 a.m.on the thirty-first day after the day on which
28it is filed with the secretary of state.
29b. The designation of a new registered agent for the limited
30liability company.
31 Sec. 4. Section 490.503, subsection 2, Code 2020, is amended
32to read as follows:
332. The agency appointment is terminated, and the registered
34office discontinued if so provided, on the date on which the
35statement was filed. A statement of resignation takes effect
-1-1on the earlier of the following:
2a. 12:01 a.m.on the thirty-first day after the day on which
3it is filed with the secretary of state.
4b. The designation of a new registered agent for the
5corporation.
6 Sec. 5. Section 490.1509, subsection 2, Code 2020, is
7amended to read as follows:
82. The agency appointment is terminated, and the registered
9office discontinued if so provided, on the date on which the
10statement was filed. A statement of resignation takes effect
11on the earlier of the following:
12a. 12:01 a.m.on the thirty-first day after the day on which
13it is filed with the secretary of state.
14b. The designation of a new registered agent for the foreign
15corporation.
16 Sec. 6. Section 499.74, subsection 3, Code 2020, is amended
17to read as follows:
183. The agency appointment is terminated, and the registered
19office discontinued if so provided, A statement of resignation
20takes effect on the earlier of the following:
21a. 12:01 a.m.on the thirty-first day after the date on
22which the statement was it is filed with the secretary of
23state.
24b. The designation of a new registered agent for the
25association.
26 Sec. 7. Section 501.106, subsection 5, paragraph b, Code
272020, is amended to read as follows:
28b. The agency appointment is terminated, and the registered
29office discontinued if so provided, on the date on which the
30statement was filed. A statement of resignation takes effect
31on the earlier of the following:
32(1) 12:01 a.m.on the thirty-first day after the day on
33which it is filed with the secretary of state.
34(2) The designation of a new registered agent for the
35association.
-2-1 Sec. 8. Section 501A.403, subsection 2, Code 2020, is
2amended to read as follows:
32. The agency appointment is terminated, and the registered
4office discontinued if so provided, on the date on which
5the statement is filed by the secretary. A statement of
6resignation takes effect on the earlier of the following:
7a. 12:01 a.m.on the thirty-first day after the day on which
8it is filed with the secretary of state.
9b. The designation of a new registered agent for the
10cooperative.
11 Sec. 9. Section 501B.11, subsection 4, Code 2020, is amended
12to read as follows:
134. a. An amendment to or cancellation of a statement
14appointing an agent to receive service of process must meet the
15requirements for executing an original statement. An agent may
16resign by filing a resignation in the office of the secretary
17of state and giving notice to the association.
18b. A statement of resignation takes effect on the earlier
19of the following:
20(1) 12:01 a.m.on the thirty-first day after the day on
21which it is filed with the secretary of state.
22(2) The designation of a new registered agent for the
23association.
24 Sec. 10. Section 504.503, subsection 2, Code 2020, is
25amended to read as follows:
262. The agency appointment is terminated, and the registered
27office discontinued if so provided, on the date the statement
28was filed. A statement of resignation takes effect on the
29earlier of the following:
30a. 12:01 a.m.on the thirty-first day after the day on which
31it is filed with the secretary of state.
32b. The designation of a new registered agent for the
33corporation.
34 Sec. 11. Section 504.1509, subsection 2, Code 2020, is
35amended to read as follows:
-3- 12. The agency appointment is terminated, and the registered
2office discontinued if so provided, on the date on which the
3statement is filed with the secretary of state. A statement of
4resignation takes effect on the earlier of the following:
5a. 12:01 a.m.on the thirty-first day after the day on which
6it is filed with the secretary of state.
7b. The designation of a new registered agent for the foreign
8corporation.
9EXPLANATION
10The inclusion of this explanation does not constitute agreement with
11the explanation’s substance by the members of the general assembly.
12BILL’S PROVISIONS. This bill provides that the resignation
13of a business entity’s registered agent takes effect as of
1412:01 a.m.on the 31st day after the day on which a statement of
15resignation is filed with the secretary of state or when a new
16registered agent is designated by the business entity (e.g.,
17by filing a statement of change with the secretary of state).
18Currently, the appointment is terminated on the date that the
19resignation statement is filed with the secretary of state.
20BACKGROUND — REGISTERED AGENTS AND REGISTERED OFFICES. A
21registered agent is a person who represents a business entity
22(other than a sole proprietorship) by serving as the official
23point of contact with the state in which the business entity
24is located or doing business and who acts to receive service
25of process and legal or government documents or correspondence
26for transmission to the business entity’s principle place
27of business. A registered agent is required to maintain a
28business office in this state which must also be registered.
29BUSINESS ENTITIES SUBJECT TO THE BILL. A business entity
30required to maintain a registered agent and registered
31office includes a partnership, including a limited liability
32partnership (Code section 486A.1211); limited partnership
33(Code section 488.114); limited liability company, including
34a professional limited liability company and series limited
35liability company (Code section 489.113); a business (for
-4-1profit) corporation (Code sections 490.501 and 490.1507); an
2association organized on a cooperative basis (Code sections
3499.72, 501.106, and 501A.401); an unincorporated nonprofit
4association (Code section 501B.11); and a nonprofit corporation
5(Code sections 504.501 and 504.1507).
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2serving certain business entities.
3BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
1 Section 1. Section 486A.1213, subsection 3, Code 2020, is
2amended to read as follows:
33. The agency appointment is terminated, and the registered
4office discontinued if so provided, A statement of resignation
5takes effect on the earlier of the following:
6a. 12:01 a.m.on the thirty-first day after the date on
7which the statement of resignation was it is filed with the
8secretary of state.
9b. The designation of a new registered agent for the
10partnership.
11 Sec. 2. Section 488.116, subsection 3, Code 2020, is amended
12to read as follows:
133. A registered agency for service of process is terminated
14on the date on which the statement of resignation was filed
15with the secretary of state. A statement of resignation takes
16effect on the earlier of the following:
17a. 12:01 a.m.on the thirty-first day after the day on which
18it is filed with the secretary of state.
19b. The designation of a new registered agent for the limited
20partnership.
21 Sec. 3. Section 489.115, subsection 2, Code 2020, is amended
22to read as follows:
232. The agency appointment is terminated, and the registered
24office discontinued if so provided, on the date on which the
25statement was filed. A statement of resignation takes effect
26on the earlier of the following:
27a. 12:01 a.m.on the thirty-first day after the day on which
28it is filed with the secretary of state.
29b. The designation of a new registered agent for the limited
30liability company.
31 Sec. 4. Section 490.503, subsection 2, Code 2020, is amended
32to read as follows:
332. The agency appointment is terminated, and the registered
34office discontinued if so provided, on the date on which the
35statement was filed. A statement of resignation takes effect
-1-1on the earlier of the following:
2a. 12:01 a.m.on the thirty-first day after the day on which
3it is filed with the secretary of state.
4b. The designation of a new registered agent for the
5corporation.
6 Sec. 5. Section 490.1509, subsection 2, Code 2020, is
7amended to read as follows:
82. The agency appointment is terminated, and the registered
9office discontinued if so provided, on the date on which the
10statement was filed. A statement of resignation takes effect
11on the earlier of the following:
12a. 12:01 a.m.on the thirty-first day after the day on which
13it is filed with the secretary of state.
14b. The designation of a new registered agent for the foreign
15corporation.
16 Sec. 6. Section 499.74, subsection 3, Code 2020, is amended
17to read as follows:
183. The agency appointment is terminated, and the registered
19office discontinued if so provided, A statement of resignation
20takes effect on the earlier of the following:
21a. 12:01 a.m.on the thirty-first day after the date on
22which the statement was it is filed with the secretary of
23state.
24b. The designation of a new registered agent for the
25association.
26 Sec. 7. Section 501.106, subsection 5, paragraph b, Code
272020, is amended to read as follows:
28b. The agency appointment is terminated, and the registered
29office discontinued if so provided, on the date on which the
30statement was filed. A statement of resignation takes effect
31on the earlier of the following:
32(1) 12:01 a.m.on the thirty-first day after the day on
33which it is filed with the secretary of state.
34(2) The designation of a new registered agent for the
35association.
-2-1 Sec. 8. Section 501A.403, subsection 2, Code 2020, is
2amended to read as follows:
32. The agency appointment is terminated, and the registered
4office discontinued if so provided, on the date on which
5the statement is filed by the secretary. A statement of
6resignation takes effect on the earlier of the following:
7a. 12:01 a.m.on the thirty-first day after the day on which
8it is filed with the secretary of state.
9b. The designation of a new registered agent for the
10cooperative.
11 Sec. 9. Section 501B.11, subsection 4, Code 2020, is amended
12to read as follows:
134. a. An amendment to or cancellation of a statement
14appointing an agent to receive service of process must meet the
15requirements for executing an original statement. An agent may
16resign by filing a resignation in the office of the secretary
17of state and giving notice to the association.
18b. A statement of resignation takes effect on the earlier
19of the following:
20(1) 12:01 a.m.on the thirty-first day after the day on
21which it is filed with the secretary of state.
22(2) The designation of a new registered agent for the
23association.
24 Sec. 10. Section 504.503, subsection 2, Code 2020, is
25amended to read as follows:
262. The agency appointment is terminated, and the registered
27office discontinued if so provided, on the date the statement
28was filed. A statement of resignation takes effect on the
29earlier of the following:
30a. 12:01 a.m.on the thirty-first day after the day on which
31it is filed with the secretary of state.
32b. The designation of a new registered agent for the
33corporation.
34 Sec. 11. Section 504.1509, subsection 2, Code 2020, is
35amended to read as follows:
-3- 12. The agency appointment is terminated, and the registered
2office discontinued if so provided, on the date on which the
3statement is filed with the secretary of state. A statement of
4resignation takes effect on the earlier of the following:
5a. 12:01 a.m.on the thirty-first day after the day on which
6it is filed with the secretary of state.
7b. The designation of a new registered agent for the foreign
8corporation.
9EXPLANATION
10The inclusion of this explanation does not constitute agreement with
11the explanation’s substance by the members of the general assembly.
12BILL’S PROVISIONS. This bill provides that the resignation
13of a business entity’s registered agent takes effect as of
1412:01 a.m.on the 31st day after the day on which a statement of
15resignation is filed with the secretary of state or when a new
16registered agent is designated by the business entity (e.g.,
17by filing a statement of change with the secretary of state).
18Currently, the appointment is terminated on the date that the
19resignation statement is filed with the secretary of state.
20BACKGROUND — REGISTERED AGENTS AND REGISTERED OFFICES. A
21registered agent is a person who represents a business entity
22(other than a sole proprietorship) by serving as the official
23point of contact with the state in which the business entity
24is located or doing business and who acts to receive service
25of process and legal or government documents or correspondence
26for transmission to the business entity’s principle place
27of business. A registered agent is required to maintain a
28business office in this state which must also be registered.
29BUSINESS ENTITIES SUBJECT TO THE BILL. A business entity
30required to maintain a registered agent and registered
31office includes a partnership, including a limited liability
32partnership (Code section 486A.1211); limited partnership
33(Code section 488.114); limited liability company, including
34a professional limited liability company and series limited
35liability company (Code section 489.113); a business (for
-4-1profit) corporation (Code sections 490.501 and 490.1507); an
2association organized on a cooperative basis (Code sections
3499.72, 501.106, and 501A.401); an unincorporated nonprofit
4association (Code section 501B.11); and a nonprofit corporation
5(Code sections 504.501 and 504.1507).
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