Iowa HF 2320: A bill for an act relating to certain corporations doing business in this state, including restrictions and requirements imposed on nonprofit corporations acquiring agricultural land used in farming, and the duties and liabilities of directors of for-profit and nonprofit corporations. (Formerly HSB 609.)

Bill Text

House File 2320
H-8069
Amend House File 2320 as follows:1
1. Page 2, after line 34 by inserting:2
<DIVISION ___3
UNIFORM LIMITED PARTNERSHIP ACT4
Sec. ___. Section 488.102, subsection 19, Code 2018, is5
amended to read as follows:6
19. “Registered office” means:7
a. With respect to a limited partnership, means the office8
that the a limited partnership or foreign limited partnership9
is required to designate and maintain under section 488.114.10
b. With respect to a foreign limited partnership, its11
principal office.12
Sec. ___. Section 488.114, Code 2018, is amended to read as13
follows:14
488.114 Registered office and registered agent for service15
of process.16
1. A limited partnership or foreign limited partnership17
shall designate and continuously maintain in this state both18
all of the following:19
a. A registered office, which need not be a place of its20
activity in this state.21
b. A registered agent for service of process.22
2. A foreign limited partnership shall designate and23
continuously maintain in this state a registered agent for24
service of process.25
3. 2. A registered agent for service of process of a26
limited partnership or foreign limited partnership must be an27
one of the following:28
a. An individual who is a resident of Iowa or other and29
whose business office is identical with the registered office.30
b. A person other than an individual authorized to do31
business in this state whose business office is identical with32
the registered office.33
Sec. ___. Section 488.116, subsections 2 and 3, Code 2018,34
are amended to read as follows:35
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HF2320.3291 (4) 87
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2. After receiving a statement of resignation, the1
secretary of state shall file it and mail a copy to the2
registered office of the limited partnership or foreign limited3
partnership and another copy to the principal office if the4
address of the office appears in the records of the secretary5
of state and is different from the address of the registered6
office.7
3. A registered agency agent for service of process is8
terminated on the date on which the statement of resignation9
was filed with the secretary of state.10
Sec. ___. Section 488.809, subsection 1, Code 2018, is11
amended to read as follows:12
1. The secretary of state may dissolve a limited partnership13
administratively if the limited partnership does not, within14
sixty days after the due date, do any of the following:15
a. Pay, within sixty days after the due date, any fee, tax,16
or penalty under this chapter or other law due the secretary of17
state.18
b. Deliver, within sixty days after the due date, its19
biennial report to the secretary of state required under20
section 488.210.21
c. Designate and continuously maintain a registered office22
and appoint and maintain a registered agent for service of23
process as required by section 488.114.24
d. Deliver for filing a statement of a change under section25
488.115 within sixty days after the change has occurred.26
Sec. ___. Section 488.902, subsection 2, Code 2018, is27
amended to read as follows:28
2. A foreign limited partnership shall deliver with the29
completed application a certificate of existence or a record30
of similar import signed by the secretary of state or other31
official having custody of the foreign limited partnership’s32
publicly filed records in the state or other jurisdiction under33
whose law the foreign limited partnership is organized. The34
certificate of existence or other record described in this35
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subsection must be dated not earlier than ninety days prior to1
the date the application is filed with the secretary of state.2
Sec. ___. Section 488.906, subsections 1 and 2, Code 2018,3
are amended to read as follows:4
1. A certificate of authority of a foreign limited5
partnership to transact business in this state may be revoked6
by the secretary of state in the manner provided in subsections7
2 and 3 if the foreign limited partnership does not do any of8
the following:9
a. Pay, within sixty days after the due date, any fee, tax10
or penalty under this chapter or other law due the secretary of11
state.12
b. Deliver, within sixty days after the due date, its13
biennial report required under section 488.210.14
c. Appoint Designate and continuously maintain a registered15
office and appoint and maintain a registered agent for service16
of process as required by section 488.114, subsection 2.17
d. Deliver for filing a statement of a change under section18
488.115 within thirty sixty days after a the change has19
occurred in the name or address of the registered agent for20
service of process.21
2. In order to revoke a certificate of authority, the22
secretary of state must prepare, sign, and file a notice of23
revocation and send a copy to the foreign limited partnership’s24
registered agent for service of process in this state, or25
if the foreign limited partnership does not appoint and26
maintain a proper agent in this state, to th