Bill Summary – FastDemocracy

House File 2647 - Enrolled
                                                     House File 2647
                                  AN ACT
     PROVIDING FOR LIMITED LIABILITY COMPANIES, PROVIDING FOR FEES,
        AND INCLUDING EFFECTIVE DATE PROVISIONS.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
    Section 1. Section 489.102, subsection 13, Code 2024, is
 amended to read as follows:
    13. “Limited liability company”, except in the phrase
 “foreign limited liability company”, and in subchapter X means
 an entity formed under this chapter or which becomes subject to
 this chapter under subchapter X or section 489.110 489.1207.
    Sec. 2. Section 489.103, subsection 4, paragraph b,
 subparagraph (3), Code 2024, is amended to read as follows:
    (3) The limited liability company’s participation in a
 merger, interest exchange, conversion, or domestication,
 ninety days after articles the statement of merger, interest
 exchange, conversion, or domestication under subchapter X
 become effective.
    Sec. 3. Section 489.109, subsection 2, paragraph a, Code
 2024, is amended to read as follows:
    a. Delivering to the secretary of state for filing a
 statement of change under section 489.116, an amendment to the
 certificate under section 489.202, a statement of correction
 under section 489.209, a biennial report under section 489.211A
 489.212, a statement of withdrawal or a statement of rescission
 under section 489.703, or a statement of termination under
 section 489.702, subsection 2, paragraph “b”, subparagraph (6).
                                               House File 2647, p. 2
    Sec. 4. Section 489.116, subsection 2, paragraph b, Code
 2024, is amended to read as follows:
    b. A similar filing changing the registered agent or
 registered office address of the registered agent, if any, of
 the limited liability company in any other jurisdiction.
    Sec. 5. Section 489.119, subsection 2, unnumbered paragraph
 1, Code 2024, is amended to read as follows:
    If a limited liability company or registered foreign limited
 liability company ceases to have a registered agent, or if its
 registered agent cannot with reasonable diligence be served,
 the limited liability company or registered foreign limited
 liability company may be served by registered or certified
 mail, return receipt requested, or by similar commercial
 delivery service, addressed to the limited liability company or
 registered foreign limited liability company at its principal
 office. The address of the principal office must be as shown
 on the limited liability company’s or registered foreign
 limited liability company’s most recent biennial report filed
 with the secretary of state pursuant to section 489.211A
 489.212. Service is effected under this subsection on the
 earliest of any of the following:
    Sec. 6. Section 489.122, subsection 1, paragraphs b, g, l,
 and s, Code 2024, are amended to read as follows:
    b. Statement of withdrawal under section 489.208, subsection
 1 .................................................. No fee
    g. Statement of change of registered agent or address of the
 registered office agent or both .................... No fee
    l. Articles Statement of merger or interest exchange . $ 50
    s. Statement of cancellation withdrawal under section
 489.907 or section 489.909, subsection 1 ............. $ 10
    Sec. 7. Section 489.122, subsection 1, Code 2024, is amended
 by adding the following new paragraphs:
    NEW PARAGRAPH. 0m. Statement of domestication . . . $ 50
    NEW PARAGRAPH. 00m. Statement of conversion ..... $ 50
    Sec. 8. Section 489.122, subsection 4, Code 2024, is amended
 to read as follows:
    4. The secretary of state may impose, assess, and collect
 a filing fee as a condition to accepting a biennial report as
 provided in section 489.211A 489.212.
                                               House File 2647, p. 3
    Sec. 9. Section 489.206, subsection 6, paragraph f, Code
 2024, is amended to read as follows:
    f. The biennial report required by section 489.211A 489.212.
    Sec. 10. Section 489.211, subsection 2, paragraph e, Code
 2024, is amended to read as follows:
    e. That the most recent biennial report required by section
 489.211A 489.212 has been delivered to the secretary of state
 for filing.
    Sec. 11. Section 489.211A, subsection 1, paragraphs b and d,
 Code 2024, are amended to read as follows:
    b. The name of the registered agent and street address of
 the company’s registered office, the name of its registered
 agent at that office, and the consent of any new registered
 agent.
    d. In the case of a foreign limited liability company, the
 state or other jurisdiction under whose law the foreign company
 is formed and any alternate name adopted under section 489.805
 489.906, subsection 1.
    Sec. 12. Section 489.211A, subsection 5, Code 2024, is
 amended to read as follows:
    5. The secretary of state may provide for the change
 of registered office agent or address of the registered
 agent on the form prescribed by the secretary of state for
 the biennial report, provided that the form contains the
 information required in section 489.116. If the secretary of
 state determines that a biennial report does not contain the
 information required in this section but otherwise meets the
 requirements of section 489.116 for the purpose of changing the
 registered office or registered agent, the secretary of state
 shall file the statement of change for the registered office
 agent or address of the registered agent, effective as provided
 in section 489.207, subsection 3, before returning the biennial
 report to the limited liability company as provided in this
 section. A statement of change of registered office agent or
 address of the registered agent accomplished pursuant to this
 subsection shall be executed by a person authorized to execute
 the biennial report.
    Sec. 13. Section 489.302, subsection 10, Code 2024, is
 amended to read as follows:
                                               House File 2647, p. 4
    10. A statement of authority filed by the secretary of state
 under section 489.207 489.206, subsection 1, is effective until
 amended or canceled as provided in subsection 2, unless an
 earlier cancellation date is specified in the statement.
    Sec. 14. Section 489.708, subsections 2 and 4, Code 2024,
 are amended to read as follows:
    2. The limited liability company does not deliver its
 biennial report required by section 489.211A 489.212 to the
 secretary of state within sixty days after it is due.
    4. The secretary of state has not been notified within sixty
 days that the limited liability company’s registered agent or
 place of business of the registered agent has been changed, or
 that its registered agent has resigned, or that its the address
 of the registered office agent has been discontinued.
    Sec. 15. Section 489.710, subsection 1, unnumbered
 paragraph 1, Code 2024, is amended to read as follows:
    A limited liability company administratively dissolved under
 section 489.708 489.709 may apply to the secretary of state
 for reinstatement at any time after the effective date of
 dissolution. The application must meet all of the following
 requirements:
    Sec. 16. Section 489.711, subsection 2, Code 2024, is
 amended to read as follows:
    2. The limited liability company may appeal the denial of
 reinstatement to the district court of the county where the
 company’s principal office or, if none in this state, where its
 registered office agent is located within thirty days after
 service of the notice of denial is effected. The company
 appeals by petitioning the court to set aside the dissolution
 and attaching to the petition copies of the secretary of
 state’s certificate of dissolution, the company’s application
 for reinstatement, and the secretary of state’s notice of
 denial.
    Sec. 17. Section 489.804, Code 2024, is amended to read as
 follows:
    489.804 Pleading.
    In a derivative action under section 489.802, the complaint
 must state with particularity any of the following:
    1. The the date and content of the plaintiff’s demand and
                                               House File 2647, p. 5
 the response to the demand by the managers or other members.
    2. Why demand should be excused as futile.
    Sec. 18. Section 489.911, subsection 1, paragraph d, Code
 2024, is amended to read as follows:
    d. The secretary of state has not been notified within
 sixty days that the foreign limited liability company’s
 registered agent or the registered agent’s place of business
 has been changed, that its registered agent has resigned, or
 that its the address of the registered office agent has been
 discontinued.
    Sec. 19. Section 489.1005, subsection 2, paragraph b, Code
 2024, is amended to read as follows:
    b. The address of the registered office agent of any entity.
    Sec. 20. Section 489.1207, subsection 2, Code 2024, is
 amended to read as follows:
    2. A limited liability company that has published notice of
 its dissolution and requested persons having claims against the
 limited liability company to present them in accordance with
 the notice pursuant to section 489.704 489.705 as that section
 existed immediately prior to January 1, 2024, shall be subject
 to the requirements set forth in that section as it existed
 immediately prior to January 1, 2024, including the right of
 a claim by a person that is commenced within five years after
 publication of the notice.
    Sec. 21. Section 489.1036, subsection 1, paragraph a, Code
 2024, is amended to read as follows:
    a. The interests in the acquired limited liability company
 which are the subject of the interest exchange are converted,
 and the members holding those interests are entitled only to
 the rights provided to them under the plan of interest exchange
 and to any appraisal rights they have under section 486.1006
 489.1006.
    Sec. 22. Section 489.14201, subsections 3 and 4, Code 2024,
 are amended to read as follows:
    3. A protected series is established when the protected
 series designation takes effect under section 489.205 489.207.
    4. To amend a protected series designation, a series limited
 liability company shall deliver to the secretary of state
 for filing a statement of designation change, signed by the
                                               House File 2647, p. 6
 company, that changes the name of the company, the name of the
 protected series to which the designation applies, or both.
 The change takes effect when the statement of designation
 change takes effect under section 489.205 489.207.
    Sec. 23. Section 489.14205, subsection 1, paragraph a,
 subparagraph (2), unnumbered paragraph 1, Code 2024, is amended
 to read as follows:
    The company has delivered to the secretary of state for
 filing the most recent biennial report required by section
 489.211A 489.212 and the report includes the name of the
 protected series, unless any of the following applies:
    Sec. 24. Section 489.14206, subsection 1, unnumbered
 paragraph 1, Code 2024, is amended to read as follows:
    In the biennial report required by section 489.211A 489.212,
 a series limited liability company shall include the name of
 each protected series of the company for which all of the
 following apply:
    Sec. 25. Section 489.14604, unnumbered paragraph 1, Code
 2024, is amended to read as follows:
    A series limited liability company may be party to a merger
 in accordance with sections 489.1001 through 489.1005
 subchapter X, parts 1 and 2, this section, and sections
 489.14605 through 489.14608 only if all of the following apply:
    Sec. 26. Section 489.14605, subsection 1, Code 2024, is
 amended to read as follows:
    1. Comply with section 489.1002 subchapter X, parts 1 and 2.
    Sec. 27. Section 489.14606, unnumbered paragraph 1, Code
 2024, is amended to read as follows:
    In a merger under section 489.14604, the articles statement
 of merger must do all of the following:
    Sec. 28. Section 489.14606, subsection 1, Code 2024, is
 amended to read as follows:
    1. Comply with section 489.1004 subchapter X, parts 1 and 2.
    Sec. 29. Section 489.14607, unnumbered paragraph 1, Code
 2024, is amended to read as follows:
    When a merger under section 489.14604 becomes effective, in
 addition to the effects stated in section 489.1005 489.1026,
 all of the following apply:
    Sec. 30. CODE EDITOR DIRECTIVE.
                                                House File 2647, p. 7
    1. The Code editor is directed to make the following
 transfer:
    Section 489.211A to section 489.212.
    2. The Code editor shall correct internal references in the
 Code and in any enacted legislation as necessary due to the
 enactment of this section.
    Sec. 31. EFFECTIVE DATE. This Act, being deemed of
 immediate importance, takes effect upon enactment.
     ______________________________     ______________________________
     PAT GRASSLEY                       AMY SINCLAIR
     Speaker of the House               President of the Senate
        I hereby certify that this bill originated in the House and
     is known as House File 2647, Ninetieth General Assembly.
                                        ______________________________
                                        MEGHAN NELSON
                                        Chief Clerk of the House
     Approved _______________, 2024     ______________________________
                                        KIM REYNOLDS
                                        Governor
Statutes affected: 
Introduced: 489.102, 489.109, 489.116, 489.119, 489.211A, 489.122, 489.708, 489.802, 489.1005, 489.1207, 486.1006, 489.14206, 489.1001, 489.14604
Enrolled: 489.102, 489.109, 489.116, 489.119, 489.211A, 489.122, 489.708, 489.802, 489.1005, 489.1207, 486.1006, 489.14206, 489.1001, 489.14604