Iowa SF 2347: A bill for an act providing for limited liability companies, providing for fees, and including effective date provisions.

Bill Text

Senate File 2347 - Introduced
SENATE FILE 2347
BY COMMITTEE ON JUDICIARY
(SUCCESSOR TO SSB 3147)
A BILL FOR
An Act providing for limited liability companies, providing for1
fees, and including effective date provisions.2
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:3
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S.F. 2347
Section 1. Section 489.102, subsection 13, Code 2024, is1
amended to read as follows:2
13. “Limited liability company”, except in the phrase3
“foreign limited liability company”, and in subchapter X means4
an entity formed under this chapter or which becomes subject to5
this chapter under subchapter X or section 489.110 489.1207.6
Sec. 2. Section 489.103, subsection 4, paragraph b,7
subparagraph (3), Code 2024, is amended to read as follows:8
(3) The limited liability company’s participation in a9
merger, interest exchange, conversion, or domestication,10
ninety days after articles the statement of merger, interest11
exchange, conversion, or domestication under subchapter X12
become effective.13
Sec. 3. Section 489.109, subsection 2, paragraph a, Code14
2024, is amended to read as follows:15
a. Delivering to the secretary of state for filing a16
statement of change under section 489.116, an amendment to the17
certificate under section 489.202, a statement of correction18
under section 489.209, a biennial report under section 489.211A19
489.212, a statement of withdrawal or a statement of rescission20
under section 489.703, or a statement of termination under21
section 489.702, subsection 2, paragraph “b”, subparagraph (6).22
Sec. 4. Section 489.116, subsection 2, paragraph b, Code23
2024, is amended to read as follows:24
b. A similar filing changing the registered agent or25
registered office address of the registered agent, if any, of26
the limited liability company in any other jurisdiction.27
Sec. 5. Section 489.119, subsection 2, unnumbered paragraph28
1, Code 2024, is amended to read as follows:29
If a limited liability company or registered foreign limited30
liability company ceases to have a registered agent, or if its31
registered agent cannot with reasonable diligence be served,32
the limited liability company or registered foreign limited33
liability company may be served by registered or certified34
mail, return receipt requested, or by similar commercial35
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S.F. 2347
delivery service, addressed to the limited liability company or1
registered foreign limited liability company at its principal2
office. The address of the principal office must be as shown3
on the limited liability company’s or registered foreign4
limited liability company’s most recent biennial report filed5
with the secretary of state pursuant to section 489.211A6
489.212. Service is effected under this subsection on the7
earliest of any of the following:8
Sec. 6. Section 489.122, subsection 1, paragraphs b, g, l,9
and s, Code 2024, are amended to read as follows:10
b. Statement of withdrawal under section 489.208, subsection11
1 .................................................. No fee12
g. Statement of change of registered agent or address of the13
registered office agent or both .................... No fee14
l. Articles Statement of merger or interest exchange . $ 5015
s. Statement of cancellation withdrawal under section16
489.907 or section 489.909, subsection 1 ............. $ 1017
Sec. 7. Section 489.122, subsection 1, Code 2024, is amended18
by adding the following new paragraphs:19
NEW PARAGRAPH. 0m. Statement of domestication ... $ 5020
NEW PARAGRAPH. 00m. Statement of conversion ..... $ 5021
Sec. 8. Section 489.122, subsection 4, Code 2024, is amended22
to read as follows:23
4. The secretary of state may impose, assess, and collect24
a filing fee as a condition to accepting a biennial report as25
provided in section 489.211A 489.212.26
Sec. 9. Section 489.206, subsection 6, paragraph f, Code27
2024, is amended to read as follows:28
f. The biennial report required by section 489.211A 489.212.29
Sec. 10. Section 489.211, subsection 2, paragraph e, Code30
2024, is amended to read as follows:31
e. That the most recent biennial report required by section32
489.211A 489.212 has been delivered to the secretary of state33
for filing.34
Sec. 11. Section 489.211A, subsection 1, paragraphs b and d,35
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Code 2024, are amended to read as follows:1
b. The name of the registered agent and street address of2
the company’s registered office, the name of its registered3
agent at that office, and the consent of any new registered4
agent.5
d. In the case of a foreign limited liability company, the6
state or other jurisdiction under whose law the foreign company7
is formed and any alternate name adopted under section 489.8058
489.906, subsection 1.9
Sec. 12. Section 489.211A, subsection 5, Code 2024, is10
amended to read as follows:11
5. The secretary of state may provide for the change12
of registered office agent or address of the registered13
agent on th