House File 681 - Introduced
HOUSE FILE 681
BY COMMITTEE ON JUDICIARY
(SUCCESSOR TO HSB 39)
A BILL FOR
1 An Act providing for business entities, providing for certain
2 fees, and including effective date provisions.
3 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
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1 DIVISION I
2 FOR PROFIT CORPORATIONS
3 PART A
4 GENERAL PROVISIONS
5 Section 1. Section 490.101, Code 2021, is amended by
6 striking the section and inserting in lieu thereof the
7 following:
8 490.101 Short title.
9 This chapter shall be known and may be cited as the “Iowa
10 Business Corporation Act”.
11 Sec. 2. Section 490.120, Code 2021, is amended by striking
12 the section and inserting in lieu thereof the following:
13 490.120 Requirements for documents —— extrinsic facts.
14 1. A document must satisfy the requirements of this
15 section, and of any other section that adds to or varies these
16 requirements, to be entitled to filing by the secretary of
17 state.
18 2. This chapter must require or permit filing the document
19 in the office of the secretary of state.
20 3. The document must contain the information required by
21 this chapter and may contain other information.
22 4. The document must be typewritten or printed or, if
23 electronically transmitted, it must be in a format that can be
24 retrieved or reproduced in typewritten or printed form.
25 5. The document must be in the English language. A
26 corporate name need not be in English if written in English
27 letters or Arabic or Roman numerals, and the certificate of
28 existence required of foreign corporations need not be in
29 English if accompanied by a reasonably authenticated English
30 translation.
31 6. Except as provided in section 490.1622, subsection 3, the
32 document must be signed by any of the following:
33 a. The chair of the board of directors of a domestic or
34 foreign corporation, its president, or another of its officers.
35 b. If directors have not been selected or the corporation
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1 has not been formed, by an incorporator.
2 c. If the corporation is in the hands of a receiver,
3 trustee, or other court-appointed fiduciary, by that fiduciary.
4 7. a. The person executing the document shall sign it
5 and state beneath or opposite the person’s signature the
6 person’s name and the capacity in which the document is signed.
7 The document may but need not contain a corporate seal,
8 attestation, acknowledgment, or verification.
9 b. The secretary of state may accept for filing a document
10 containing a copy of a signature, however made.
11 8. If the secretary of state has prescribed a mandatory
12 form for the document under section 490.121, subsection 1, the
13 document must be in or on the prescribed form.
14 9. The document must be delivered to the office of the
15 secretary of state for filing. Delivery may be made by
16 electronic transmission if and to the extent permitted by the
17 secretary of state. If it is filed in typewritten or printed
18 form and not transmitted electronically, the secretary of state
19 may require one exact or conformed copy to be delivered with
20 the document.
21 10. When the document is delivered to the office of the
22 secretary of state for filing, the correct filing fee, and any
23 franchise tax, license fee, or penalty required by this chapter
24 or other law to be paid at the time of delivery for filing must
25 be paid or provision for payment made in a manner permitted by
26 the secretary of state.
27 11. Whenever a provision of this chapter permits any of the
28 terms of a plan or a filed document to be dependent on facts
29 objectively ascertainable outside the plan or filed document,
30 all of the following provisions apply:
31 a. The manner in which the facts will operate upon the terms
32 of the plan or filed document must be set forth in the plan or
33 filed document.
34 b. The facts may include any of the following:
35 (1) Any of the following that is available in a nationally
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1 recognized news or information medium either in print or
2 electronically: statistical or market indices, market prices
3 of any security or group of securities, interest rates,
4 currency exchange rates, or similar economic or financial data.
5 (2) A determination or action by any person or body,
6 including the corporation or any other party to a plan or filed
7 document.
8 (3) The terms of, or actions taken under, an agreement to
9 which the corporation is a party, or any other agreement or
10 document.
11 c. As used in this subsection:
12 (1) “Filed document” means a document filed by the secretary
13 of state under any provision of this chapter except subchapter
14 XV or section 490.1622.
15 (2) “Plan” means a plan of domestication, conversion,
16 merger, or share exchange.
17 d. The following provisions of a plan or filed document
18 shall not be made dependent on facts outside the plan or filed
19 document:
20 (1) The name and address of any person required in a filed
21 document.
22 (2) The registered office of any entity required in a filed
23 document.
24 (3) The registered agent of any entity required in a filed
25 document.
26 (4) The number of authorized shares and designation of each
27 class or series of shares.
28 (5) The effective date of a filed document.
29 (6) Any required statement in a filed document of the date
30 on which the underlying transaction was approved or the manner
31 in which that approval was given.
32 e. If a provision of a filed document is made dependent on a
33 fact ascertainable outside of the filed document, and that fact
34 is neither ascertainable by reference to a source described
35 in paragraph “b”, subparagraph (1), nor a document that is a
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1 matter of public record, and the affected shareholders have
2 not received notice of the fact from the corporation, then the
3 corporation shall file with the secretary of state articles of
4 amendment to the filed document setting forth the fact promptly
5 after the time when the fact referred to is first ascertainable
6 or thereafter changes. Articles of amendment under this
7 paragraph “e” are deemed to be authorized by the authorization
8 of the original filed document to which they relate and may be
9 filed by the corporation without further action by the board of
10 directors or the shareholders.
11 Sec. 3. Section 490.121, Code 2021, is amended by striking
12 the section and inserting in lieu thereof the following:
13 490.121 Forms.
14 1. a. The secretary of state may prescribe and furnish on
15 request any of the following forms:
16 (1) An application for a certificate of existence or
17 certificate of registration.
18 (2) A foreign corporation’s registration statement.
19 (3) A foreign corporation’s statement of withdrawal.
20 (4) A foreign corporation’s transfer of registration
21 statement.
22 (5) The biennial report required by section 490.1622.
23 b. If the secretary of state so requires, use of the forms
24 provided in paragraph “a” is mandatory.
25 2. The secretary of state may prescribe and furnish on
26 request forms for other documents required or permitted to be
27 filed pursuant to this chapter but their use is not mandatory.
28 Sec. 4. Section 490.122, Code 2021, is amended by striking
29 the section and inserting in lieu thereof the following:
30 490.122 Filing, service, and copying fees.
31 1. The secretary of state shall collect the following fees
32 when the documents described in this subsection are delivered
33 to the secretary of state for filing:
34 DOCUMENT FEE
35 a. Articles of incorporation ...................... $ 50
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1 b. Application for use of indistinguishable
2 name ................................................. $ 10
3 c. Application for reserved name .................. $ 10
4 d. Notice of transfer of reserved name ............ $ 10
5 e. Application for registered name ................ $ 20
6 f. Application for renewal of registered
7 name ................................................. $ 20
8 g. Corporation’s statement of change of
9 registered agent or registered office or both ........ No fee
10 h. Agent’s statement of change of registered office
11 for each affected corporation not to exceed
12 a total of ........................................... No fee
13 i. Agent’s statement of resignation ............... No fee
14 j. Articles of domestication ...................... $ 50
15 k. Articles of conversion ......................... $ 50
16 l. Amendment of articles of incorporation ......... $ 50
17 m. Restatement of articles of incorporation
18 with amendment of articles ........................... $ 50
19 n. Restatement of articles of incorporation
20 without amendment of articles ........................ $ 50
21 o. Articles of merger or share exchange ........... $ 50
22 p. Articles of dissolution ........................ $ 5
23 q. Articles of revocation of dissolution .......... $ 5
24 r. Certificate of administrative dissolution ...... No fee
25 s. Application for reinstatement following
26 administrative dissolution ........................... $ 5
27 t. Certificate of reinstatement ................... No fee
28 u. Certificate of judicial dissolution ............ No fee
29 v. Foreign registration statement ................. $ 100
30 w. Amendment of foreign registration
31 statement ............................................ $ 100
32 x. Statement of withdrawal ........................ $ 10
33 y. Transfer of foreign registration statement ..... $ 100
34 z. Notice of termination of registration .......... No fee
35 aa. Articles of correction ........................ $ 5
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1 ab. Articles of validation ........................ $ 5
2 ac. Application for certificate of existence or
3 registration.......................................... $ 5
4 ad. Biennial report................................ $ 60
5 ae. Any other document required or permitted to
6 be filed by this chapter ............................. $ 5
7 2. The secretary of state shall collect a fee of five
8 dollars each time process is served on the secretary of state
9 under this chapter. The party to a proceeding causing service
10 of process is entitled to recover this fee as costs if such
11 party prevails in the proceeding.
12 3. The secretary of state shall collect the following fees
13 for copying and certifying the copy of any filed document
14 relating to a domestic or foreign corporation:
15 a. One dollar a page for copying.
16 b. Five dollars for the certificate.
17 Sec. 5. Section 490.123, Code 2021, is amended by striking
18 the section and inserting in lieu thereof the following:
19 490.123 Effective date of filed document.
20 1. Except to the extent otherwise provided in section
21 490.124, subsection 3, and part E, a document accepted for
22 filing is effective as follows:
23 a. On the date and at the time of filing, as provided in
24 section 490.125, subsection 2.
25 b. On the date of filing and at the time specified in the
26 document as its effective time, if later than the time under
27 paragraph “a”.
28 c. At a specified delayed effective date and time which
29 shall not be more than ninety days after filing.
30 d. If a delayed effective date is specified, but no time is
31 specified, at 12:01 a.m. on the date specified, which shall not
32 be more than ninety days after the date of filing.
33 2. If a filed document does not specify the time zone or
34 place at which a date or time or both is to be determined, the
35 date or time or both at which it becomes effective shall be
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1 those prevailing at the place of filing in this state.
2 Sec. 6. Section 490.124, Code 2021, is amended by striking
3 the section and inserting in lieu thereof the following:
4 490.124 Correcting filed document.
5 1. A document filed by the secretary of state pursuant to
6 this chapter may be corrected if any of the following applies:
7 a. The document contains an inaccuracy.
8 b. The document was defectively signed, attested, sealed,
9 verified, or acknowledged.
10 c. The electronic transmission was defective.
11 2. A document is corrected by complying with all of the
12 following:
13 a. By preparing articles of correction that do all of the
14 following:
15 (1) Describe the document, including its filing date, or a
16 copy of the document is attached to the articles of correction.
17 (2) Specify the inaccuracy or defect to be corrected.
18 (3) Correct the inaccuracy or defect.
19 b. By delivering the articles of correction to the secretary
20 of state for filing.
21 3. Articles of correction are effective on the effective
22 date of the document they correct except as to persons relying
23 on the uncorrected document and adversely affected by the
24 correction. As to those persons, articles of correction are
25 effective when filed.
26 Sec. 7. Section 490.125, Code 2021, is amended by striking
27 the section and inserting in lieu thereof the following:
28 490.125 Filing duty of secretary of state.
29 1. If a document delivered to the office of the secretary of
30 state for filing satisfies the requirements of section 490.120,
31 the secretary of state shall file it.
32 2. The secretary of state files a document by recording
33 it as filed on the date and time of receipt. After filing
34 a document, except the biennial report required by section
35 490.1622, and except as provided in section 490.503, the
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1 secretary of state shall return to the person who delivered
2 the document for filing a copy of the document with an
3 acknowledgment of the date and time of filing.
4 3. If the secretary of state refuses to file a document,
5 it shall be returned to the person who delivered the document
6 for filing within five days after the document was delivered,
7 together with a brief, written explanation of the reason for
8 the refusal.
9 4. The secretary of state’s duty to file documents under
10 this section is ministerial. The secretary of state’s filing
11 or refusing to file a document does not create a presumption
12 of any of the following:
13 a. The document does or does not conform to the requirements
14 of this chapter.
15 b. The information contained in the document is correct or
16 incorrect.
17 Sec. 8. Section 490.126, Code 2021, is amended by striking
18 the section and inserting in lieu thereof the following:
19 490.126 Appeal from secretary of state’s refusal to file
20 document.
21 1. If the secretary of state refuses to file a document
22 delivered for filing, the person that delivered the document
23 for filing may petition the district court of the county where
24 the corporation’s principal office or, if none in this state,
25 its registered office, is located to compel its filing. The
26 document and the explanation of the secretary of state’s
27 refusal to file must be attached to the petition. The court
28 may decide the matter in a summary proceeding.
29 2. The court may order the secretary of state to file the
30 document or take other action the court considers appropriate.
31 3. The court’s final decision may be appealed as in other
32 civil proceedings.
33 Sec. 9. Section 490.127, Code 2021, is amended by striking
34 the section and inserting in lieu thereof the following:
35 490.127 Evidentiary effect of certified copy of filed
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