Senate File 425 - Introduced SENATE FILE 425 BY COMMITTEE ON COMMERCE (SUCCESSOR TO SSB 1042) A BILL FOR An Act relating to utilization of filing services offered by 1 the secretary of state. 2 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 3 TLSB 1165SV (2) 90 es/rn
S.F. 425 Section 1. Section 9.11, subsection 1, Code 2023, is amended 1 by adding the following new paragraph: 2 NEW PARAGRAPH . j. Chapter 524, including as provided in 3 section 524.303. 4 Sec. 2. Section 9.15, Code 2023, is amended to read as 5 follows: 6 9.15 Expedited filing service surcharge. 7 1. Upon the request of the filer of a document, the 8 secretary shall provide an expedited filing service. As part 9 of the service, the secretary shall file a document submitted 10 by a filer on an expedited basis. 11 2. The secretary shall implement, assess, and collect a 12 surcharge for providing the expedited filing service based on 13 the period of service as follows: 14 a. For a one-hour service, the surcharge shall be two 15 hundred fifty dollars. 16 b. For a same-day service, the surcharge shall be one 17 hundred seventy-five dollars. 18 a. c. For a two-day service, the surcharge shall be fifty 19 dollars. 20 b. d. For a five-day service, the surcharge shall be 21 fifteen dollars. 22 3. At the time of the expedited filing, the secretary shall 23 provide written confirmation of the filing. 24 3. 4. The surcharge shall be added to the amount of the fee 25 implemented, assessed, and collected for the actual filing of 26 the document. 27 4. 5. Any moneys collected by the secretary under this 28 section shall be deposited in the business administration fund 29 created in section 9.13 . 30 Sec. 3. Section 489.706, subsection 1, paragraph d, Code 31 2023, is amended by striking the paragraph. 32 Sec. 4. Section 489.706, subsection 2, Code 2023, is amended 33 by striking the subsection. 34 Sec. 5. Section 489.706, subsection 3, Code 2023, is amended 35 -1- LSB 1165SV (2) 90 es/rn 1/ 6
S.F. 425 to read as follows: 1 3. If the secretary of state determines that the application 2 contains the information required by subsection 1 , and that 3 a delinquency or liability reported pursuant to subsection 2 4 has been satisfied, and that the information is correct, the 5 secretary of state shall cancel the declaration of dissolution 6 and prepare a certificate of reinstatement that recites the 7 secretary of states determination and the effective date 8 of reinstatement, file the original of the certificate, and 9 serve a copy on the limited liability company under section 10 489.116 . If the limited liability companys name in subsection 11 1 , paragraph c , is different than the name in subsection 12 1 , paragraph a , the certificate of reinstatement shall 13 constitute an amendment to the limited liability companys 14 certificate of organization insofar as it pertains to its 15 name. A limited liability company shall not relinquish the 16 right to retain its name as provided in section 489.108 , if the 17 reinstatement is effective within five years of the effective 18 date of the limited liability companys dissolution. 19 Sec. 6. Section 490.122, subsection 1, paragraph ad, Code 20 2023, is amended by striking the paragraph. 21 Sec. 7. Section 490.122, Code 2023, is amended by adding the 22 following new subsection: 23 NEW SUBSECTION . 4. The secretary of state may impose, 24 assess, and collect a filing fee as a condition to accepting a 25 biennial report as provided in section 490.1621. 26 Sec. 8. Section 490.1422, subsection 1, paragraph d, Code 27 2023, is amended by striking the paragraph. 28 Sec. 9. Section 490.1422, subsection 2, Code 2023, is 29 amended to read as follows: 30 2. a. The secretary of state shall refer the federal 31 tax identification number contained in the application for 32 reinstatement to the department of workforce development. The 33 department shall report to the secretary of state the tax 34 status of the corporation. If the department reports to the 35 -2- LSB 1165SV (2) 90 es/rn 2/ 6
S.F. 425 secretary of state that a filing delinquency or liability 1 exists against the corporation, the secretary of state shall 2 not cancel the certificate of dissolution until the filing 3 delinquency or liability is satisfied. 4 b. (1) a. If the secretary of state determines that the 5 application contains the information required by subsection 6 1 , and that a delinquency or liability reported pursuant to 7 paragraph a has been satisfied, and that the information is 8 correct, the secretary of state shall cancel the certificate 9 of dissolution and prepare a certificate of reinstatement 10 that recites the secretary of states determination and the 11 effective date of reinstatement, file the certificate of 12 reinstatement, and deliver a copy to the corporation under 13 section 490.504 . 14 (2) b. If the corporate name in subsection 1 , paragraph 15 c , is different from the corporate name in subsection 16 1 , paragraph a , the certificate of reinstatement shall 17 constitute an amendment to the articles of incorporation 18 insofar as it pertains to the corporate name. A corporation 19 shall not relinquish the right to retain its corporate name 20 if the reinstatement is effective within five years of the 21 effective date of the corporations dissolution. 22 Sec. 10. Section 490.1621, subsection 4, Code 2023, is 23 amended to read as follows: 24 4. The first biennial report shall be delivered to the 25 secretary of state between January 1 and April 1 of the first 26 even-numbered year following the calendar year in which a 27 domestic corporation was incorporated or a foreign corporation 28 was registered to do business in this state. Subsequent 29 biennial reports must be delivered to the secretary of state 30 between January 1 and April 1 of the following even-numbered 31 calendar years. A filing fee for the biennial report shall 32 be determined by the secretary of state pursuant to section 33 490.122. For purposes of this section , each biennial report 34 shall contain information related to the two-year period 35 -3- LSB 1165SV (2) 90 es/rn 3/ 6
S.F. 425 immediately preceding the calendar year in which the report is 1 filed. 2 Sec. 11. Section 501.813, subsection 1, paragraph d, Code 3 2023, is amended by striking the paragraph. 4 Sec. 12. Section 501.813, subsection 2, Code 2023, is 5 amended to read as follows: 6 2. a. The secretary of state shall refer the federal 7 tax identification number contained in the application for 8 reinstatement to the department of workforce development. 9 The department of workforce development shall report to the 10 secretary of state the tax status of the cooperative. If the 11 department reports to the secretary of state that a filing 12 delinquency or liability exists against the cooperative, 13 the secretary of state shall not cancel the certificate of 14 dissolution until the filing delinquency or liability is 15 satisfied. 16 b. (1) a. If the secretary of state determines that the 17 application contains the information required by subsection 18 1 , and that a delinquency or liability reported pursuant to 19 paragraph a has been satisfied, and that the information is 20 correct, the secretary of state shall cancel the certificate 21 of dissolution and prepare a certificate of reinstatement 22 that recites the secretary of states determination and the 23 effective date of reinstatement, file the document, and deliver 24 a copy to the cooperative under section 501.106 . 25 (2) b. If the name of the cooperative as provided in 26 subsection 1 , paragraph c , is different than the name in 27 subsection 1 , paragraph a , the certificate of reinstatement 28 shall constitute an amendment to the articles of association 29 insofar as it pertains to the name. A cooperative shall not 30 relinquish the right to retain its name if the reinstatement 31 is effective within five years of the effective date of the 32 cooperatives dissolution. 33 Sec. 13. Section 504.1423, subsection 1, paragraph d, Code 34 2023, is amended by striking the paragraph. 35 -4- LSB 1165SV (2) 90 es/rn 4/ 6
S.F. 425 Sec. 14. Section 504.1423, subsection 2, Code 2023, is 1 amended to read as follows: 2 2. a. The secretary of state shall refer the federal 3 tax identification number contained in the application for 4 reinstatement to the department of workforce development. 5 The department of workforce development shall report to the 6 secretary of state the tax status of the corporation. If the 7 department reports to the secretary of state that a filing 8 delinquency or liability exists against the corporation, 9 the secretary of state shall not cancel the certificate of 10 dissolution until the filing delinquency or liability is 11 satisfied. 12 b. (1) a. If the secretary of state determines that the 13 application contains the information required by subsection 1 , 14 that a delinquency or liability reported pursuant to paragraph 15 a has been satisfied, and that all of the application 16 information is correct, the secretary of state shall cancel 17 the certificate of dissolution and prepare a certificate of 18 reinstatement reciting that determination and the effective 19 date of reinstatement, file the document, and deliver a copy to 20 the corporation under section 504.504 . 21 (2) b. If the corporate name in subsection 1 , paragraph 22 c , is different from the corporate name in subsection 23 1 , paragraph a , the certificate of reinstatement shall 24 constitute an amendment to the articles of incorporation 25 insofar as it pertains to the corporate name. A corporation 26 shall not relinquish the right to retain its corporate name 27 if the reinstatement is effective within five years of the 28 effective date of the corporations dissolution. 29 Sec. 15. NEW SECTION . 524.1423 Secretary of state extra 30 services surcharge. 31 Upon the request of a filer of a document under this chapter, 32 the secretary of state shall provide an extra filing service 33 and assess a surcharge as provided in sections 9.14 and 9.15. 34 EXPLANATION 35 -5- LSB 1165SV (2) 90 es/rn 5/ 6
S.F. 425 The inclusion of this explanation does not constitute agreement with 1 the explanations substance by the members of the general assembly. 2 This bill relates to filing services offered by the 3 secretary of state (secretary). 4 The bill includes surcharge fees for services offered by 5 the secretary under Code section 9.15. The bill provides that 6 a one-hour service shall have a $250 surcharge, and same-day 7 service shall have a $175 surcharge. The bill provides that at 8 the time of the expedited filing, the secretary shall provide 9 the filer with written confirmation of the filing. 10 The bill makes changes to Code chapter 489, relating to 11 limited liability companies, Code chapter 490, relating to 12 business corporations, Code chapter 501, relating to closed 13 cooperatives, and Code chapter 504, relating to nonprofit 14 corporations, referred to collectively as entity. The bill 15 strikes a provision relating to federal tax identification 16 number inclusion on an application for dissolving an entity. 17 The bill also strikes a provision requiring the secretary to 18 refer the federal tax identification number in the application 19 for reinstatement of an entity, and for the department 20 of workforce development to report to the secretary the 21 tax status of an entity. The bill additionally strikes a 22 provision requiring the secretary to refrain from canceling 23 the declaration of dissolution of an entity until the filing 24 delinquency or liability is satisfied upon a specified report 25 by the department of workforce development. 26 The bill removes a requirement that the secretary collect a 27 biennial report document from Code section 490.122. The bill 28 provides that the secretary may impose, assess, and collect 29 a filing fee as a condition to accept a biennial report in 30 Code section 490.1621 (relating to biennial reporting to the 31 secretary) and a filing fee shall be determined pursuant to 32 Code section 490.122. 33 The bill permits banks to use preclearance and expedited 34 filing services offered by the secretary of states office. 35 -6- LSB 1165SV (2) 90 es/rn 6/ 6