Bill Text: IA HSB614 | 2015-2016 | 86th General Assembly | Introduced
Bill Title: A study bill relating to the organization and administration of limited partnerships and limited liability companies doing business in Iowa.
Spectrum: Unknown
Status: (Introduced - Dead) 2016-02-17 - Voted - Judiciary. [HSB614 Detail]
Download: Iowa-2015-HSB614-Introduced.html
House
Study
Bill
614
-
Introduced
SENATE/HOUSE
FILE
_____
BY
(PROPOSED
SECRETARY
OF
STATE
BILL)
A
BILL
FOR
An
Act
relating
to
the
organization
and
administration
of
1
limited
partnerships
and
limited
liability
companies
doing
2
business
in
Iowa.
3
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
4
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DIVISION
I
1
UNIFORM
LIMITED
PARTNERSHIP
ACT
2
Section
1.
Section
488.102,
subsection
5,
Code
2016,
is
3
amended
by
striking
the
subsection.
4
Sec.
2.
Section
488.102,
Code
2016,
is
amended
by
adding
the
5
following
new
subsection:
6
NEW
SUBSECTION
.
19A.
“Registered
office”
means:
7
a.
With
respect
to
a
limited
partnership,
the
office
that
8
the
limited
partnership
is
required
to
designate
and
maintain
9
under
section
488.114.
10
b.
With
respect
to
a
foreign
limited
partnership,
its
11
principal
office.
12
Sec.
3.
Section
488.111,
unnumbered
paragraph
1,
Code
2016,
13
is
amended
to
read
as
follows:
14
A
limited
partnership
shall
maintain
at
its
designated
15
registered
office
all
of
the
following
information:
16
Sec.
4.
Section
488.114,
Code
2016,
is
amended
to
read
as
17
follows:
18
488.114
Office
Registered
office
and
registered
agent
for
19
service
of
process.
20
1.
A
limited
partnership
shall
designate
and
continuously
21
maintain
in
this
state
both
of
the
following:
22
a.
An
A
registered
office,
which
need
not
be
a
place
of
its
23
activity
in
this
state.
24
b.
An
A
registered
agent
for
service
of
process.
25
2.
A
foreign
limited
partnership
shall
designate
and
26
continuously
maintain
in
this
state
an
a
registered
agent
for
27
service
of
process.
28
3.
An
A
registered
agent
for
service
of
process
of
a
29
limited
partnership
or
foreign
limited
partnership
must
be
an
30
individual
who
is
a
resident
of
Iowa
or
other
person
authorized
31
to
do
business
in
this
state.
32
Sec.
5.
Section
488.115,
Code
2016,
is
amended
to
read
as
33
follows:
34
488.115
Change
of
designated
registered
office
or
registered
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agent
for
service
of
process.
1
1.
In
order
to
change
its
designated
registered
office,
2
registered
agent
for
service
of
process,
or
the
address
of
its
3
registered
agent
for
service
of
process,
a
limited
partnership
4
or
a
foreign
limited
partnership
may
deliver
to
the
secretary
5
of
state
for
filing
a
statement
of
change
containing
all
of
the
6
following:
7
a.
The
name
of
the
limited
partnership
or
foreign
limited
8
partnership.
9
b.
The
street
and
mailing
address
of
its
current
designated
10
registered
office.
11
c.
If
the
current
designated
registered
office
is
to
be
12
changed,
the
street
and
mailing
address
of
the
new
designated
13
registered
office.
14
d.
The
name
and
street
and
mailing
address
of
its
current
15
registered
agent
for
service
of
process.
16
e.
If
the
current
registered
agent
for
service
of
process
or
17
an
address
of
the
agent
is
to
be
changed,
the
new
information.
18
2.
Subject
to
section
488.206,
subsection
3
,
a
statement
of
19
change
is
effective
when
filed
by
the
secretary
of
state.
20
Sec.
6.
Section
488.116,
Code
2016,
is
amended
to
read
as
21
follows:
22
488.116
Resignation
of
registered
agent
for
service
of
23
process.
24
1.
In
order
to
resign
as
an
a
registered
agent
for
service
25
of
process
of
a
limited
partnership
or
foreign
limited
26
partnership,
the
agent
must
deliver
to
the
secretary
of
state
27
for
filing
a
statement
of
resignation
containing
the
name
of
28
the
limited
partnership
or
foreign
limited
partnership.
29
2.
After
receiving
a
statement
of
resignation,
the
30
secretary
of
state
shall
file
it
and
mail
a
copy
to
the
31
designated
registered
office
of
the
limited
partnership
or
32
foreign
limited
partnership
and
another
copy
to
the
principal
33
office
if
the
address
of
the
office
appears
in
the
records
of
34
the
secretary
of
state
and
is
different
from
the
address
of
the
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designated
registered
office.
1
3.
An
A
registered
agency
for
service
of
process
is
2
terminated
on
the
date
on
which
the
statement
of
resignation
3
was
filed
with
the
secretary
of
state.
4
Sec.
7.
Section
488.117,
subsections
1,
2,
and
3,
Code
2016,
5
are
amended
to
read
as
follows:
6
1.
An
A
registered
agent
for
service
of
process
appointed
by
7
a
limited
partnership
or
foreign
limited
partnership
is
an
a
8
registered
agent
of
the
limited
partnership
or
foreign
limited
9
partnership
for
service
of
any
process,
notice,
or
demand
10
required
or
permitted
by
law
to
be
served
upon
the
limited
11
partnership
or
foreign
limited
partnership.
12
2.
If
a
limited
partnership
or
foreign
limited
partnership
13
does
not
appoint
or
maintain
an
a
registered
agent
for
service
14
of
process
in
this
state
or
the
registered
agent
for
service
15
of
process
cannot
with
reasonable
diligence
be
found
at
the
16
registered
agent’s
address,
the
secretary
of
state
is
an
agent
17
of
the
limited
partnership
or
foreign
limited
partnership
upon
18
whom
process,
notice,
or
demand
may
be
served.
19
3.
Service
of
any
process,
notice,
or
demand
on
the
20
secretary
of
state
may
be
made
by
delivering
to
and
leaving
21
with
the
secretary
of
state
duplicate
copies
of
the
process,
22
notice,
or
demand.
If
a
process,
notice,
or
demand
is
served
23
on
the
secretary
of
state,
the
secretary
of
state
shall
forward
24
one
of
the
copies
by
certified
mail
or
restricted
certified
25
mail
to
the
limited
partnership
or
foreign
limited
partnership
26
at
its
designated
registered
office.
27
Sec.
8.
Section
488.201,
subsection
1,
paragraph
b,
Code
28
2016,
is
amended
to
read
as
follows:
29
b.
The
street
and
mailing
address
of
the
initial
designated
30
registered
office
and
the
name
and
street
and
mailing
address
31
of
the
initial
registered
agent
for
service
of
process.
32
Sec.
9.
Section
488.210,
subsection
1,
paragraph
b,
Code
33
2016,
is
amended
to
read
as
follows:
34
b.
The
street
and
mailing
address
of
its
designated
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registered
office
and
the
name
and
street
and
mailing
address
1
of
its
registered
agent
for
service
of
process
in
this
state.
2
Sec.
10.
Section
488.210,
subsection
4,
Code
2016,
is
3
amended
to
read
as
follows:
4
4.
If
a
filed
biennial
report
contains
an
address
of
a
5
designated
registered
office
or
the
name
or
address
of
an
a
6
registered
agent
for
service
of
process
which
differs
from
the
7
information
shown
in
the
records
of
the
secretary
of
state
8
immediately
before
the
filing,
the
differing
information
in
9
the
biennial
report
is
considered
a
statement
of
change
under
10
section
488.115
.
11
Sec.
11.
Section
488.304,
subsection
1,
Code
2016,
is
12
amended
to
read
as
follows:
13
1.
On
ten
days’
demand,
made
in
a
record
received
by
14
the
limited
partnership,
a
limited
partner
may
inspect
and
15
copy
required
information
during
regular
business
hours
in
16
the
limited
partnership’s
designated
registered
office.
The
17
limited
partner
need
not
have
any
particular
purpose
for
18
seeking
the
information.
19
Sec.
12.
Section
488.304,
subsection
4,
unnumbered
20
paragraph
1,
Code
2016,
is
amended
to
read
as
follows:
21
Subject
to
subsection
6
,
a
person
dissociated
as
a
limited
22
partner
may
inspect
and
copy
required
information
during
23
regular
business
hours
in
the
limited
partnership’s
designated
24
registered
office
if
the
person
complies
with
all
of
the
25
following:
26
Sec.
13.
Section
488.407,
subsection
1,
paragraph
a,
Code
27
2016,
is
amended
to
read
as
follows:
28
a.
In
the
limited
partnership’s
designated
registered
29
office,
required
information.
30
Sec.
14.
Section
488.807,
subsection
2,
paragraph
a,
Code
31
2016,
is
amended
to
read
as
follows:
32
a.
Be
published
at
least
once
in
a
newspaper
of
general
33
circulation
in
the
county
in
which
the
dissolved
limited
34
partnership’s
principal
office
is
located
or,
if
it
has
none
in
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this
state,
in
the
county
in
which
the
limited
partnership’s
1
designated
registered
office
is
or
was
last
located.
2
Sec.
15.
Section
488.809,
subsection
5,
Code
2016,
is
3
amended
to
read
as
follows:
4
5.
The
administrative
dissolution
of
a
limited
partnership
5
does
not
terminate
the
authority
of
its
registered
agent
for
6
service
of
process.
7
Sec.
16.
Section
488.902,
subsection
1,
paragraph
d,
Code
8
2016,
is
amended
to
read
as
follows:
9
d.
The
name
and
street
and
mailing
address
of
the
foreign
10
limited
partnership’s
initial
registered
agent
for
service
of
11
process
in
this
state.
12
Sec.
17.
Section
488.906,
subsection
1,
paragraphs
c
and
d,
13
Code
2016,
are
amended
to
read
as
follows:
14
c.
Appoint
and
maintain
an
a
registered
agent
for
service
of
15
process
as
required
by
section
488.114,
subsection
2
.
16
d.
Deliver
for
filing
a
statement
of
a
change
under
section
17
488.115
within
thirty
days
after
a
change
has
occurred
in
the
18
name
or
address
of
the
registered
agent
for
service
of
process
.
19
Sec.
18.
Section
488.906,
subsection
2,
unnumbered
20
paragraph
1,
Code
2016,
is
amended
to
read
as
follows:
21
In
order
to
revoke
a
certificate
of
authority,
the
secretary
22
of
state
must
prepare,
sign,
and
file
a
notice
of
revocation
23
and
send
a
copy
to
the
foreign
limited
partnership’s
registered
24
agent
for
service
of
process
in
this
state,
or
if
the
foreign
25
limited
partnership
does
not
appoint
and
maintain
a
proper
26
agent
in
this
state,
to
the
foreign
limited
partnership’s
27
designated
registered
office.
The
notice
must
state
all
of
the
28
following:
29
DIVISION
II
30
REVISED
UNIFORM
LIMITED
LIABILITY
COMPANY
ACT
31
Sec.
19.
Section
489.208,
Code
2016,
is
amended
to
read
as
32
follows:
33
489.208
Certificate
of
existence
or
authorization.
34
1.
The
secretary
of
state,
upon
request
and
payment
of
the
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requisite
fee,
shall
furnish
to
any
person
a
certificate
of
1
existence
for
a
limited
liability
company
if
the
records
filed
2
in
the
office
of
the
secretary
of
state
show
that
the
company
3
has
been
formed
under
section
489.201
and
the
secretary
of
4
state
has
not
filed
a
statement
of
termination
pertaining
to
5
the
company.
Any
person
may
apply
to
the
secretary
of
state
to
6
be
furnished
a
certificate
of
existence
for
a
domestic
limited
7
liability
company
or
a
certificate
of
authorization
for
a
8
foreign
limited
liability
company.
9
2.
A
certificate
of
existence
or
certificate
of
10
authorization
must
state
set
forth
all
of
the
following:
11
a.
The
domestic
limited
liability
company’s
name
or
the
12
foreign
limited
liability
company’s
name
used
in
this
state
.
13
b.
One
of
the
following:
14
(1)
That
the
company
was
If
it
is
a
domestic
limited
15
liability
company,
that
the
company
is
duly
formed
under
the
16
laws
of
this
state,
the
date
of
its
formation,
and
the
period
17
of
its
duration
if
less
than
perpetual
.
18
(2)
If
it
is
a
foreign
limited
liability
company,
that
the
19
company
is
authorized
to
transact
business
in
this
state.
20
c.
Whether
That
all
fees,
taxes,
and
penalties
due
under
21
this
chapter
or
other
law
to
the
secretary
of
state
have
been
22
paid.
23
d.
Whether
That
the
company’s
most
recent
biennial
report
24
required
by
section
489.209
this
chapter
has
been
filed
by
the
25
secretary
of
state.
26
e.
Whether
the
secretary
of
state
has
administratively
27
dissolved
the
If
it
is
a
domestic
limited
liability
company
,
28
that
a
statement
of
dissolution
or
statement
of
termination
has
29
not
been
filed
.
30
f.
Whether
the
company
has
delivered
to
the
secretary
of
31
state
for
filing
a
statement
of
dissolution.
32
g.
That
a
statement
of
termination
has
not
been
filed
by
the
33
secretary
of
state.
34
h.
f.
Other
facts
of
record
in
the
office
of
the
secretary
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of
state
which
are
specified
by
the
person
requesting
the
1
certificate
that
may
be
requested
by
the
applicant
.
2
2.
The
secretary
of
state,
upon
request
and
payment
of
the
3
requisite
fee,
shall
furnish
to
any
person
a
certificate
of
4
authorization
for
a
foreign
limited
liability
company
if
the
5
records
filed
in
the
office
of
the
secretary
of
state
show
that
6
the
secretary
of
state
has
filed
a
certificate
of
authority,
7
has
not
revoked
the
certificate
of
authority,
and
has
not
filed
8
a
notice
of
cancellation.
A
certificate
of
authorization
must
9
state
all
of
the
following:
10
a.
The
company’s
name
and
any
alternate
name
adopted
under
11
section
489.805,
subsection
1
,
for
use
in
this
state.
12
b.
That
the
company
is
authorized
to
transact
business
in
13
this
state.
14
c.
Whether
all
fees,
taxes,
and
penalties
due
under
this
15
chapter
or
other
law
to
the
secretary
of
state
have
been
paid.
16
d.
Whether
the
company’s
most
recent
biennial
report
17
required
by
section
489.209
has
been
filed
by
the
secretary
of
18
state.
19
e.
That
the
secretary
of
state
has
not
revoked
the
company’s
20
certificate
of
authority
and
has
not
filed
a
notice
of
21
cancellation.
22
f.
Other
facts
of
record
in
the
office
of
the
secretary
23
of
state
which
are
specified
by
the
person
requesting
the
24
certificate.
25
3.
2.
Subject
to
any
qualification
stated
in
the
26
certificate,
a
certificate
of
existence
or
certificate
of
27
authorization
issued
by
the
secretary
of
state
is
conclusive
28
evidence
that
the
domestic
limited
liability
company
is
29
in
existence
or
the
foreign
limited
liability
company
is
30
authorized
to
transact
business
in
this
state.
31
Sec.
20.
Section
489.802,
Code
2016,
is
amended
to
read
as
32
follows:
33
489.802
Application
for
certificate
of
authority.
34
1.
A
foreign
limited
liability
company
may
apply
for
a
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S.F.
_____
H.F.
_____
certificate
of
authority
to
transact
business
in
this
state
by
1
delivering
an
application
to
the
secretary
of
state
for
filing.
2
The
application
must
state
set
forth
all
of
the
following:
3
a.
The
name
of
the
foreign
limited
liability
company
and,
4
or,
if
the
its
name
does
not
comply
with
is
unavailable
for
use
5
in
this
state,
either
a
name
that
satisfies
the
requirements
6
of
section
489.108
,
or
an
alternate
name
adopted
pursuant
to
7
section
489.805,
subsection
1
.
8
b.
The
name
of
the
state
or
other
jurisdiction
under
whose
9
law
the
company
it
is
formed.
10
c.
Its
date
of
formation
and
period
of
duration.
11
d.
The
street
and
mailing
addresses
address
of
the
company’s
12
principal
office
and,
if
the
law
of
the
jurisdiction
under
13
which
the
company
is
formed
requires
the
company
to
maintain
an
14
office
in
that
jurisdiction,
the
street
and
mailing
addresses
15
of
the
required
its
principal
office.
16
d.
e.
The
name
of
the
company’s
initial
address
of
its
17
registered
office
in
this
state
and
the
name
of
its
registered
18
agent
for
service
of
process
in
this
state
at
that
office
.
19
f.
The
name
and
usual
business
addresses
of
each
person
who
20
is
responsible,
alone
or
in
concert
with
others,
for
performing
21
the
management
functions
of
the
foreign
limited
liability
22
company,
including:
23
(1)
The
manager
of
a
manager-managed
limited
liability
24
company.
25
(2)
The
members
of
a
member-managed
limited
liability
26
company.
27
2.
A
The
foreign
limited
liability
company
shall
deliver
28
with
a
the
completed
application
under
subsection
1
a
29
certificate
of
existence
or
a
record
of
similar
import
signed
30
by
to
the
secretary
of
state
or
other
official
having
custody
31
of
the
company’s
publicly
filed
,
and
shall
also
deliver
to
the
32
secretary
of
state
a
certificate
of
existence
or
a
document
of
33
similar
import
duly
authenticated
by
the
secretary
of
state
or
34
other
official
having
custody
of
records
in
the
state
or
other
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jurisdiction
under
whose
law
the
company
is
formed
and
which
1
is
dated
no
earlier
than
ninety
days
prior
to
the
date
the
2
application
is
filed
with
the
secretary
of
state
.
3
Sec.
21.
Section
489.1103,
Code
2016,
is
amended
to
read
as
4
follows:
5
489.1103
Name.
6
The
name
of
a
professional
limited
liability
company,
the
7
name
of
a
foreign
professional
limited
liability
company
or
8
its
name
as
modified
for
use
in
this
state,
and
any
fictitious
9
name
or
trade
name
adopted
by
a
professional
limited
liability
10
company
or
foreign
professional
limited
liability
company
shall
11
contain
the
words
“professional
limited
liability
company”
12
“Professional
Limited
Company”
,
“professional
limited
company”
13
“Professional
Limited
Liability
Company”
,
or
the
abbreviation
14
“P.
L.
L.
C.”,
“PLLC”,
“P.
L.
C.”,
or
“PLC”,
“P.L.L.C.”
or
“PLLC”,
15
and
except
for
the
addition
of
such
words
or
abbreviation,
16
shall
be
a
name
which
could
lawfully
be
used
by
a
licensed
17
individual
or
by
a
partnership
of
licensed
individuals
in
the
18
practice
in
this
state
of
a
profession
which
the
professional
19
limited
liability
company
is
authorized
to
practice.
Each
20
regulating
board
may
by
rule
adopt
additional
requirements
21
as
to
the
corporate
names
and
fictitious
or
trade
names
22
of
professional
limited
liability
companies
and
foreign
23
professional
limited
liability
companies
which
are
authorized
24
to
practice
a
profession
which
is
within
the
jurisdiction
of
25
the
regulating
board.
26
EXPLANATION
27
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
28
the
explanation’s
substance
by
the
members
of
the
general
assembly.
29
GENERAL.
This
bill
amends
the
“Uniform
Limited
Partnership
30
Act”
(Code
chapter
488)
and
the
“Revised
Uniform
Limited
31
Liability
Company
Act”
(Code
chapter
489).
Both
Code
chapters
32
are
administered
by
the
secretary
of
state.
33
AMENDMENTS
TO
THE
UNIFORM
LIMITED
PARTNERSHIP
ACT.
When
34
referring
to
a
limited
partnership’s
place
of
business
and
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person
specified
to
receive
service
of
process,
the
bill
1
changes
the
name
“designated
office”
to
“registered
office”
and
2
the
name
“agent
for
service
of
process”
to
“registered
agent
3
for
service
of
process”
or
“registered
agent”.
4
AMENDMENTS
TO
REVISED
UNIFORM
LIMITED
LIABILITY
COMPANY
ACT.
5
The
bill
makes
changes
relating
to
the
information
required
to
6
be
included
in
a
certificate
of
existence
issued
to
a
domestic
7
limited
liability
company
or
certificate
of
authorization
8
issued
to
a
foreign
limited
liability
company.
Information
9
required
to
be
included
in
a
certificate
is
combined
into
one
10
provision
for
both
domestic
and
foreign
companies.
The
bill
11
also
makes
changes
relating
to
the
information
required
to
be
12
included
in
an
application
for
a
certificate
of
authorization,
13
including
the
limited
liability
company’s
date
of
formation
and
14
its
principal
officers.
Its
certificate
of
existence
filed
in
15
the
other
state
or
country
accompanying
the
application
must
be
16
dated
no
earlier
than
90
days
prior
to
the
date
of
application.
17
BACKGROUND.
A
limited
partnership
and
a
limited
liability
18
company
are
unincorporated
entities
that
are
organized
19
(“formed”),
operate,
may
have
perpetual
duration,
and
provide
20
a
measure
of
protection
from
liability
to
its
investors
under
21
state
law.
In
order
to
form
either
type
of
entity
in
this
22
state,
an
organic
document
must
be
filed
with
the
secretary
23
of
state.
In
the
case
of
a
limited
partnership,
the
document
24
is
referred
to
as
a
certificate
of
limited
partnership
and
25
in
the
case
of
a
limited
liability
company,
it
is
referred
26
to
as
a
certificate
of
organization
(Code
sections
488.201
27
and
489.201).
The
secretary
of
state
issues
a
certificate
28
of
good
standing
to
each
type
of
entity.
For
a
“domestic”
29
entity
formed
under
Iowa
law,
the
document
is
referred
to
30
as
a
certificate
of
existence
and
for
a
“foreign”
entity
31
formed
under
another
jurisdiction’s
law,
it
is
referred
to
32
as
a
certificate
of
authorization
(Code
sections
488.209
and
33
489.208).
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