Bill Summary – FastDemocracy

House File 2446 - Introduced
                                  HOUSE FILE 2446
                                  BY COMMITTEE ON VETERANS
                                      AFFAIRS
                                  (SUCCESSOR TO HSB 632)
                            A BILL FOR
An Act providing for certain business entities by establishing
  a military service filing fee waiver, and including
  effective date provisions.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
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    Section 1. Section 9.11, unnumbered paragraph 1, Code 2024,
 is amended to read as follows:
    As used in this subchapter part, unless the context
 otherwise requires:
    Sec. 2. Section 9.12, Code 2024, is amended to read as
 follows:
    9.12 Rules.
    The secretary shall adopt rules pursuant to chapter 17A
 necessary or desirable to administer this subchapter part,
 including by offering and performing extra filing services upon
 request by filers. The rules may increase the amount of a
 surcharge implemented, assessed, and collected, or modify the
 period of service as provided under this subchapter part.
    Sec. 3. NEW SECTION. 9.21 Definitions.
    As used in this part, unless the context otherwise requires:
    1. “Secretary” means the secretary of state.
    2. “Waiver” means a military service filing fee waiver as
 provided in sections 9.22 and 9.23.
    Sec. 4. NEW SECTION. 9.22 Rules.
    1. The secretary of state shall adopt rules pursuant to
 chapter 17A necessary or desirable to administer this part.
    2. The rules adopted pursuant to subsection 1 shall at least
 provide procedures governing a request by a qualified business
 entity to receive a military service filing fee waiver from
 the secretary, the secretary’s approval or rejection of that
 request, and the qualified business entity’s receipt and use of
 that waiver by an eligible filer, all as provided in sections
 9.24 and 9.25.
    Sec. 5. NEW SECTION. 9.23 Fees not subject to waiver.
    1. This part does not apply to waive a fee imposed on a
 filed select document if the qualified business entity receives
 the waiver after the select document is filed, unless the
 secretary of state allows for the refund of such fee.
    2. This part does not prohibit the refund of a filing fee
 otherwise authorized by another provision of law.
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    Sec. 6. NEW SECTION. 9.24 Military service filing fee
 waiver.
    Notwithstanding any other provision of law to the contrary,
 the secretary of state shall establish a military service
 filing fee waiver. The waiver shall apply to select documents,
 if filed on behalf of a qualified business entity by an
 eligible filer, and approved by the secretary, as provided in
 section 9.25.
    Sec. 7. NEW SECTION. 9.25 Qualifications for business
 entities, eligibility for filers, and selection of documents ——
 criteria.
    1. A business entity qualifies to receive a military
 service filing fee waiver if the business entity is any of the
 following:
    a. A domestic limited partnership formed under chapter 488
 or a foreign limited partnership transacting business in this
 state under that chapter.
    b. A domestic limited liability company formed under chapter
 489 or a foreign limited liability company doing business in
 this state under that chapter.
    c. A domestic corporation formed under chapter 490 or a
 foreign corporation doing business in this state under that
 chapter.
    d. A domestic nonprofit corporation formed under chapter 504
 or a foreign nonprofit corporation transacting business in this
 state under that chapter.
    2. An individual is eligible to sign for filing a select
 document receiving a waiver on behalf of the qualified business
 entity, if the individual is all of the following:
    a. An interest holder in the qualified business entity.
    b. Any of the following:
    (1) An officer or enlisted member serving in the armed
 forces of the United States, including any component, part, or
 corps of the armed forces of the United States, as described
 in chapter 29A.
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    (2) An officer or enlisted member of the national guard or
 organized reserves of the armed forces of the United States;
 any regular, reserve, or auxiliary member of the United States
 coast guard; or any member of the civil air patrol.
    (3) A veteran as defined in section 35.1.
    3. A document is selected to receive a waiver only if the
 document is named in the following:
    a. Section 488.117A, subsection 4, for limited partnerships.
    b. Section 489.122, subsection 3A, for limited liability
 companies.
    c. Section 490.122, subsection 4, for corporations.
    d. Section 504.113, subsection 4, for nonprofit
 corporations.
    4. The secretary by rule may provide for all of the
 following:
    a. Additional requirements for the qualifications of a
 business entity, the eligibility of a filer, or a document’s
 selection for waiver.
    b. A routine approval process.
    Sec. 8. Section 488.117A, Code 2024, is amended by adding
 the following new subsection:
    NEW SUBSECTION. 4. a. Notwithstanding subsection 1, a
 limited partnership, filing as a qualified business entity
 under chapter 9, subchapter II, part 2, may request and shall
 receive a military service filing fee waiver for a select
 document.
    b. For purposes of paragraph “a”, a select document is
 limited to any of the following:
    (1) A certificate of limited partnership filed pursuant to
 section 488.201.
    (2) An amendment to a certificate of limited partnership
 filed pursuant to section 488.202.
    (3) A restatement of a certificate of limited partnership
 filed pursuant to section 488.202.
    (4) An application for a certificate of authority filed
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 pursuant to section 488.902.
    Sec. 9. Section 489.122, Code 2024, is amended by adding the
 following new subsection:
    NEW SUBSECTION. 3A. a. Notwithstanding subsection 1,
 a limited liability company, or foreign limited liability
 company, filing as a qualified business entity under chapter 9,
 subchapter II, part 2, may request and shall receive a military
 service filing fee waiver for a select document.
    b. For purposes of paragraph “a”, a select document is
 limited to any of the following:
    (1) A certificate of organization filed pursuant to section
 489.201.
    (2) An amendment to a certificate of organization filed
 pursuant to section 489.202.
    (3) A restatement of a certificate of organization filed
 pursuant to section 489.202.
    (4) A foreign registration statement filed pursuant to
 section 489.903.
    (5) A statement of domestication filed pursuant to section
 489.1055.
    Sec. 10. Section 490.122, Code 2024, is amended by adding
 the following new subsection:
    NEW SUBSECTION. 4. a. Notwithstanding subsection 1, a
 corporation, or a foreign corporation, filing as a qualified
 business entity under chapter 9, subchapter II, part 2, may
 request and shall receive a military service filing fee waiver
 for a select document.
    b. For purposes of paragraph “a”, a select document is
 limited to any of the following:
    (1) Articles of incorporation filed pursuant to section
 490.202.
    (2) Articles of domestication filed pursuant to section
 490.922.
    (3) An amendment to articles of incorporation filed
 pursuant to section 490.1001.
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    (4) Articles of restatement, with or without amendment,
 filed pursuant to section 490.1007.
    (5) A foreign registration statement filed pursuant to
 section 490.1503.
    Sec. 11. Section 504.113, Code 2024, is amended by adding
 the following new subsection:
    NEW SUBSECTION. 4. a. Notwithstanding subsection 1,
 a corporation, filing as a qualified business entity under
 chapter 9, subchapter II, part 2, may request and shall receive
 a military service filing fee waiver for a select document.
    b. For purposes of paragraph “a”, a select document is
 limited to any of the following:
    (1) Articles of incorporation filed pursuant to section
 504.202.
    (2) An amendment to articles of incorporation filed
 pursuant to section 504.1005.
    (3) A restatement of articles of incorporation, with or
 without amendment, filed pursuant to section 504.1006.
    (4) An application for a certificate of authority filed
 pursuant to section 504.1503.
    Sec. 12. EFFECTIVE DATE. This Act takes effect January 1,
 2025.
                           EXPLANATION
         The inclusion of this explanation does not constitute agreement with
          the explanation’s substance by the members of the general assembly.
    BACKGROUND (BUSINESS ENTITIES). A business entity is a
 general term for an association formed to conduct business
 under several types of organizational structures recognized
 by law (e.g., partnership and limited partnership, business
 and nonprofit corporation, limited liability company, and
 cooperative). Generally, a business entity may be formed as
 a domestic business entity in its home state or as a foreign
 business entity doing business in a state although it was
 formed in another home state. In Iowa, a business entity is
 governed under its own dedicated Code chapter, often based
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 on model legislation with fee amounts reserved for decision
 by the enacting body. In Iowa, like most states, a business
 entity is under the general authority of the secretary of state
 (secretary).
    SUMMARY. This bill provides that a qualified business
 entity that requests and receives a military service filing
 fee waiver (waiver) from the secretary is not required to
 submit a fee for filing a number of select documents. The bill
 specifies qualifications for a business entity, eligibility
 for the filer of a select document, and the names of select
 documents having fees waived, subject to further requirements
 that the secretary may adopt by rule.
    STATUTORY ORGANIZATION. The bill amends Code chapter
 9 establishing the secretary’s office. Specifically, it
 enacts new provisions in subchapter II of that Code chapter
 which currently includes provisions authorizing extra filing
 services. It also amends various Code chapters each of which
 governs a specific type of business entity. The bill amends
 the principal Code section in each such Code chapter that
 includes a laundry list of fees for filing documents.
    IN DETAIL —— QUALIFIED BUSINESS ENTITIES. First, in order
 to receive a waiver, the business entity must be qualified,
 meaning that the waiver is limited to a domestic or foreign
 limited partnership (Code chapter 488); domestic or foreign
 limited liability company (Code chapter 489); domestic or
 foreign business corporation (Code chapter 490); and domestic
 or foreign nonprofit corporation (Code chapter 504).
    IN DETAIL —— ELIGIBLE FILERS. Second, an individual
 acting on behalf of the qualified business entity must meet
 eligibility criteria. The individual must sign the document;
 must be an interest holder in the qualified business entity;
 and must be serving in the United States armed forces, the
 national guard or organized reserves, the United States coast
 guard, or the civil air patrol, or alternatively must be a
 veteran.
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    IN DETAIL —— SELECT DOCUMENTS FOR FILING. Third, the filed
 document must be selected to receive the waiver. The bill
 provides that a number of different documents are subject
 to waiver as a select document depending upon the type of
 qualified business entity. A select document may include: an
 organic document that creates the domestic business entity, and
 which must include its name, place of business, and the name
 of its registered agent; an amendment to the organic document;
 a restatement that changes a document without changing its
 meaning (e.g., the consolidating amendments) or that changes
 the document’s meaning (the adoption of an amendment engrossed
 into the document); a certificate of authority that allows a
 foreign business entity to do or transact business in this
 state; or a statement of domestication which is required
 for certain business entities when changing from foreign to
 domestic status or vice versa.
    IN DETAIL —— FEES ASSOCIATED WITH SELECT DOCUMENTS. For a
 limited partnership, filing fees are established under Code
 section 488.117A. Select documents are limited to its organic
 document referred to as a certificate of limited partnership
 (Code section 488.201) and subject to a filing fee of $100
 or an amendment to the certificate (Code section 488.202)
 subject to a filing fee in the same amount, a restatement of
 a certificate of limited partnership (Code section 488.202)
 subject to a filing fee of $5 under a catchall provision, and
 an application for a certificate of authority (Code section
 488.902) subject to a filing fee of $100. For a limited
 liability company, filing fees are established under Code
 section 489.122. Select documents are limited to its organic
 document referred to as a certificate of organization (Code
 section 489.201) and subject to a filing fee of $50, an
 amendment to the certificate (Code section 488.202) subject to
 a filing fee in the same amount, a restatement of a certificate
 of organization (Code section 489.202) subject to a filing
 fee of $50, a foreign registration statement (Code section
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 489.903) subject to a filing fee of $100, and a statement of
 domestication (Code section 489.1055) subject to a filing fee
 of $5 under a catchall provision. For a business corporation,
 filing fees are established under Code section 490.122. Select
 documents are limited to its organic document referred to
 as articles of incorporation (Code section 490.202) subject
 to a filing fee of $50, an amendment to the articles (Code
 section 490.1001) subject to a filing fee in the same amount,
 and articles of restatement, with or without amendment (Code
 section 490.1007), that are subject to a filing fee in the
 same amount. It also includes articles of domestication (Code
 section 490.922) subject to a filing fee of $50, and a foreign
 registration statement (Code section 490.1503) subject to a
 filing fee of $100. For a nonprofit corporation, filing fees
 are delegated to the secretary under Code section 504.113 and
 established in 721 IAC 40.6. Select documents are limited to
 its organic document referred to as articles of incorporation
 (Code section 490.202) subject to a filing fee of $20 or an
 amendment to the articles (Code section 504.1005) subject to a
 filing fee of $10. It also includes articles of restatement
 (Code section 504.1006) subject to a filing fee of $20 if
 with amendments or $5 if not under a catchall provision, and
 an application for a certificate of authority (Code section
 504.1503) subject to a filing fee of $25.
    EFFECTIVE DATE. The bill takes effect January 1, 2025.
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Statutes affected: 
Introduced: 9.11, 9.12, 9.22, 489.122, 490.122, 504.113