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Kim Reynolds
governor
Office of the Governor Chris Cournoyer
LT GOVERNOR
June 01, 2026
The Honorable Paul Pate
Secretary of State of Iowa
State Capitol
Des Moines, Iowa 50319
Dear Mr. Secretaiy,
I hereby transmit:
House File 2678, an Act providing for certain persons acting under the jurisdiction of the
secretary of state, including by providing for information from required filings, and the
administrative dissolution of certain entities, and making penalties applicable.
The above House File is hereby approved on this date.
Kim Reynolds ■
Governor of Iowa
cc: Secretary of the Senate
Clerk of the House
STATE CAPITOL DES MOINES, IOWA 50319 515.281.5211 WWW.GOVERNOR.IOWA.GOV
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House File 2678
AN ACT
PROVIDING FOR CERTAIN PERSONS ACTING UNDER THE JURISDICTION
OF THE SECRETARY OF STATE, INCLUDING BY PROVIDING FOR
INFORMATION FROM REQUIRED FILINGS, AND THE ADMINISTRATIVE
DISSOLUTION OF CERTAIN ENTITIES, AND MAKING PENALTIES
APPLICABLE.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
DIVISION I
PARTNERSHIPS
Section 1. Section 486A.1205, subsection 1, Code 2026, is
amended to read as follows:
1 . Except as provided in subsection 5, if a document
delivered to the office of the secretary of state for filing
satisfies the requirements of section 486A.1201, the secretary
of state shall file it and issue any necessary certificate.
Sec. 2. Section 486A.1205, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. a. The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
486A.1214A.
House File 2678, p. 2
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 3. NEW SECTION . 486A.1214A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a partnership's filing may
deliver to the secretary of state a notarized, sworn affidavit
of unauthorized use that does all of the following:
(1) Identifies the partnership registration by name and
business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided.
c. The secretary of state may reject an affidavit that
is incomplete or that the secretary of state believes was
delivered to the secretary of state with the intent to harass
or defraud the partnership or the individual named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
House File 2678, p. 3
information to cease to be listed as identified for the
partnership.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the partnership
filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the partnership, if any,
a notice stating that the statement of removal has been filed
and is effective immediately. The notice shall also state that
the partnership is without a registered agent or registered
agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 4. NEW section . 486A.1214B Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to a
partnership and that is within the purview of the secretary of
state if the secretary of state receives credible information
that a partnership is being used to accomplish a fraudulent,
criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
486A.1214A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the partnership that is the subject of the interrogatories
by mail at the address of the registered agent that appears on
the secretary of state's records at the time the information
required by subsection 1 is received, or if the partnership
has no registered agent, at the partnership's principal office
address shown on the partnership's most recent filing.
3. The interrogatories must be answered by a person with
House File 2678, p. 4
the authority to answer on behalf of the partnership that
is the subject of the interrogatories. Each interrogatory
must be answered in writing separately and in a manner that
is responsive to the interrogatory. The declaration on the
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the partnership.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the partnership violated any provision
of this chapter constitutes the partnership's concession to
such violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the partnership's concession that the
partnership violated a provision or provisions of this chapter
that are the subjects of the interrogatories.
7 . If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
partnership has not violated any provision of this chapter, the
secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
DIVISION II
LIMITED PARTNERSHIPS
Sec. 5. Section 488.206, subsection 1, unnumbered paragraph
1, Code 2026, is amended to read as follows:
A record authorized or required to be delivered to the
secretary of state for filing under this chapter must be
captioned to describe the record's purpose, contain the
information required by this chapter but may include other
information as well, and be in a medium permitted by the
secretary of state. The document must be typewritten or
printed. If the document is electronically transmitted, it
must be in a format that can be retrieved or reproduced in
typewritten or printed form. The document must be delivered
to the office of the secretary of state for filing. Delivery
may be made by electronic transmission if and to the extent
House File 2678, p. 5
permitted by the secretary of state. The secretary of state
may adopt rules for the electronic filing of documents and
the certification of electronically filed documents. If it
is filed in typewritten or printed form and not transmitted
electronically, the secretary of state may require an exact
or conformed copy to be delivered with the document. Unless
Except as provided in subsection 6, unless the secretary of
state determines that a record does not comply with the filing
requirements of this chapter, and if all filing fees have been
paid, the secretary of state shall file the record and perform
all of the following:
Sec. 6. Section 488.206, Code 2026, is amended by adding the
following new subsection:
NEW SUBSECTION . 6. a. The secretary of state may require
a record to be delivered by mail or in person if the secretary
of state receives credible information that the record is being
submitted for filing fraudulently or may be used to accomplish
a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
488.210A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 7. NEW SECTION . 488.210A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a limited partnership's
filing may deliver to the secretary of state a notarized, sworn
affidavit of unauthorized use that does all of the following:
(1) Identifies the limited partnership registration by name
and business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
House File 2678, p. 6
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided.
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with
the intent to harass or defraud the limited partnership or the
individual named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section.
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the limited
partnership.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the limited
partnership filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the limited partnership,
if any, a notice stating that the statement of removal has been
filed and is effective immediately. The notice shall also
state that the limited partnership is without a registered
agent or registered agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
House File 2678, p. 7
Sec. 8. NEW SECTION . 488.210B Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to a limited
partnership and that is within the purview of the secretary of
state if the secretary of state receives credible information
that a limited partnership is being used to accomplish a
fraudulent, criminal, or unlawful purpose.
b. As used in paragraph ^a" , "'credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
488.210A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the limited partnership that is the subject of the
interrogatories by mail at the address of the registered agent
that appears on the secretary of state's records at the time
the information required by subsection 1 is received, or if the
limited partnership has no registered agent, at the limited
partnership's principal office address shown on the limited
partnership's most recent biennial report filed with the
secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the limited partnership
that is the subject of the interrogatories. Each interrogatory
must be answered in writing separately and in a manner that
is responsive to the interrogatory. The declaration on the
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the limited partnership.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the limited partnership violated any
provision of this chapter constitutes the limited partnership's
concession to such violation.
House File 2678, p. 8
6. A failure to respond to any interrogatory within the
allotted time constitutes the limited partnership's concession
that the partnership violated a provision or provisions of this
chapter that are the subjects of the interrogatories.
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that
the limited partnership has not violated any provision of any
chapter, the secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 9. Section 488.809, subsections 1, 2, and 3, Code 2026,
are amended to read as follows:
1. The Except as provided in subsection 6, the secretary of
state may dissolve a limited partnership administratively if
the limited partnership does not, within sixty days after the
due date, do any of the following:
a. Pay any fee, tax, or penalty under this chapter or other
law due the secretary of state.
b. Deliver its biennial report to the secretary of state.
2. -ï-ê Except as provided in subsection 6, if the secretary
of state determines that a ground exists for administratively
dissolving a limited partnership, the secretary of state shall
file a record of the determination and serve the limited
partnership with a copy of the filed record.
3. -ï-ê Except as provided in subsection 6, if within sixty
days after service of the copy the limited partnership does
not correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the secretary of state that each
ground determined by the secretary of state does not exist, the
secretary of state shall administratively dissolve the limited
partnership by preparing, signing, and filing a declaration
of dissolution that states the grounds for dissolution. The
secretary of state shall serve the limited partnership with a
copy of the filed declaration.
Sec. 10. Section 488.809, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 6. If the limited partnership concedes that
the limited partnership has violated a provision or provisions
of this chapter that are the subjects of interrogatories served
House File 2678, p. 9
on the limited partnership pursuant to section 488.210B,
the secretary of state may immediately dissolve the limited
partnership administratively by preparing, signing, and filing
a declaration of dissolution that states the grounds for the
dissolution. The secretary of state shall serve the limited
partnership with a copy of the filed declaration.
DIVISION III
LIMITED LIABILITY COMPANIES
Sec. 11. Section 489.210, subsection 1, Code 2026, is
amended to read as follows:
1. The Except as provided in subsection 7, the secretary
of state shall file a record delivered to the secretary of
state for filing which satisfies this chapter. The duty of the
secretary of state under this section is ministerial.
Sec. 12. Section 489.210, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 7. a. The secretary of state may require
a record to be delivered by mail or in person if the secretary
of state receives credible information that the record is being
submitted for filing fraudulently or may be used to accomplish
a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
489.212A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 13. NEW SECTION . 489.212A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a limited liability company
or foreign limited liability company filing may deliver to the
secretary of state a notarized, sworn affidavit of unauthorized
use that does all of the following:
(1) Identifies the limited liability company or foreign
House File 2678, p. 10
limited liability company registration by name and business
number .
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided .
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the limited liability company or
foreign limited liability company or the individual named as
affiant .
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the limited
liability company or foreign limited liability company.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the limited
liability company or foreign limited liability company filing
identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
House File 2678, p. 11
agent's mailing address on record for the limited liability
company or foreign limited liability company, if any, a notice
stating that the statement of removal has been filed and is
effective immediately. The notice shall also state that the
company is without a registered agent or registered agent
address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 14. NEW SECTION . 489.212B Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to a limited
liability company or foreign limited liability company and
that is within the purview of the secretary of state if the
secretary of state receives credible information that a company
is being used to accomplish a fraudulent, criminal, or unlawful
purpose .
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
488.212A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the limited liability company or foreign limited liability
company that is the subject of the interrogatories by mail
at the address of the registered agent that appears on the
secretary of state's records at the time the information
required by subsection 1 is received, or if the company has no
registered agent, at the company's principal office address
shown on the company's most recent biennial report filed with
the secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the limited liability
company or foreign limited liability company that is the
subject of the interrogatories. Each interrogatory must
be answered in writing separately and in a manner that is
responsive to the interrogatory. The declaration on the
House File 2678, p. 12
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the company.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the limited liability company or
foreign limited liability company violated any provision of
this chapter constitutes the company's concession to such
violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the limited liability company's or
foreign limited liability company's concession that the company
violated a provision or provisions of this chapter that are the
subjects of the interrogatories.
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
limited liability company or foreign limited liability company
has not violated any provision of this chapter, the secretary
of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 15. Section 489.708, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 6. The limited liability company or
foreign limited liability company concedes that the company has
violated a provision or provisions of this chapter that are the
subjects of the interrogatories served on the company pursuant
to section 489.212B.
Sec. 16. Section 489.709, subsections 1 and 2, Code 2026,
are amended to read as follows:
1. If the secretary of state determines that one or more
grounds exist under section 489.708 , subsections 1 through
5 , for dissolving a limited liability company, the secretary
of state shall serve the company with written notice of such
determination under section 489.119.
2. tf- Except as specified in subsection 5, if the limited
liability company does not correct each ground for dissolution
House File 2678, p. 13
or demonstrate to the reasonable satisfaction of the secretary
of state that each ground determined by the secretary of
state does not exist within sixty days after service of
the notice under section 489.119, the secretary of state
shall administratively dissolve the company by signing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The secretary of state
shall file the original of the certificate and serve a copy on
the company under section 489.119.
Sec. 17. Section 489.709, Code 2026, is amended by adding
the following new subsection:
NEW SUB SECT ION . 5. If the limited liability company or
foreign limited liability company concedes that the company
has violated a provision or provisions of this chapter that
are the subjects of the interrogatories served on the company
pursuant to section 489.212B, the secretary of state may
immediately administratively dissolve the company by signing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The secretary of state
shall file the original of the certificate and serve a copy on
the company under section 489.119.
DIVISION IV
BUSINESS CORPORATIONS
Sec. 18. Section 490.125, subsection 1, Code 2026, is
amended to read as follows:
1. ■££ Except as provided in subsection 5, if a document
delivered to the office of the secretary of state for filing
satisfies the requirements of section 490.120, the secretary
of state shall file it.
Sec. 19. Section 490.125, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. a. The secretary of state may require a
record to be delivered by mail or in person if the secretary of
state receives credible information that the document is being
submitted for filing fraudulently or may be used to accomplish
a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", '''credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
House File 2678, p. 14
490.1621A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 20. Section 490.1420, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 6. The corporation concedes that the
corporation has violated a provision or provisions of this
chapter that are the subjects of the interrogatories served on
the corporation pursuant to section 490.1621B.
Sec. 21. Section 490.1421, subsections 1 and 2, Code 2026,
are amended to read as follows:
1. If the secretary of state determines that one or more
grounds exist under section 490.1420 , subsections 1 through
5, for dissolving a corporation, the secretary of state shall
serve the corporation with written notice of such determination
under section 490.504.
2. if- Except as specified in subsection 5, the corporation
does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the secretary of state that
each ground determined by the secretary of state does not exist
within sixty days after service of the notice under section
490.504, the secretary of state shall administratively dissolve
the corporation by signing a certificate of dissolution that
recites the ground or grounds for dissolution and its effective
date. The secretary of state shall file the original of the
certificate and serve a copy on the corporation under section
490.504.
Sec. 22. Section 490.1421, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. If the corporation concedes that the
corporation has violated a provision or provisions of this
chapter that are the subject of the interrogatories served on
the corporation pursuant to section 490.1621B, the secretary of
state may immediately administratively dissolve the corporation
by signing a certificate of dissolution that recites the
ground or grounds for dissolution and its effective date. The
secretary of state shall file the original of the certificate
House File 2678, p. 15
and serve a copy on the corporation under section 490.504.
Sec. 23. NEW SECTION . 490.1621A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a domestic or foreign
corporation filing may deliver to the secretary of state a
notarized, sworn affidavit of unauthorized use that does all
of the following:
(1) Identifies the domestic or foreign corporation
registration by name and business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided.
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the domestic or foreign corporation
or the individual named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the
House File 2678, p. 16
domestic or foreign corporation.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the domestic or
foreign corporation filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the domestic or foreign
corporation, if any, a notice stating that the statement of
removal has been filed and is effective immediately. The
notice shall also state that the corporation is without a
registered agent or registered agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 24. NEW SECTION . 490.1621B Interrogatories.
1. a. The secretary of state may serve one or more
written interrogatories regarding any matter that pertains
to a domestic or foreign corporation and that is within the
purview of the secretary of state if the secretary of state
receives credible information that a corporation is being used
to accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
490.1621A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the domestic or foreign corporation that is the subject of
the interrogatories by mail at the address of the registered
agent that appears on the secretary of state's records
at the time the information required by subsection 1 is
received, or if the corporation has no registered agent,
at the corporation's principal office address shown on the
corporation's most recent biennial report filed with the
secretary of state.
House File 2678, p. 17
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the domestic or foreign
corporation that is the subject of the interrogatories. Each
interrogatory must be answered in writing separately and
in a manner that is responsive to the interrogatory. The
declaration on the completed interrogatories form must be
signed by a person with the authority to sign on behalf of the
corporation.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the domestic or foreign corporation
violated any provision of this chapter constitutes the
corporation's concession to such violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the domestic or foreign corporation's
concession that the corporation violated a provision or
provisions of this chapter that are the subjects of the
interrogatories .
7 . If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
domestic or foreign corporation has not violated any provision
of this chapter, the secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
DIVISION V
TRADITIONAL COOPERATIVE ASSOCIATIONS
Sec. 25. Section 499.44, subsection 1, Code 2026, is amended
to read as follows:
1. The Except as provided in subsection 6, the secretary of
state shall record all documents submitted to and required to
be filed with the secretary of state under this chapter.
Sec. 26. Section 499.44, Code 2026, is amended by adding the
following new subsection:
NEW SDBSECTION . 6. a, The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
House File 2678, p. 18
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
499.50.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 27. NEW section . 499.50 Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in an association filing may
deliver to the secretary of state a notarized, sworn affidavit
of unauthorized use that does all of the following:
(1) Identifies the association registration by name and
business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit the
information of unauthorized use that was not authorized to be
provided.
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the association or the individual
named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
House File 2678, p. 19
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the
association.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the association
filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the association, if any,
a notice stating that the statement of removal has been filed
and is effective immediately. The notice shall also state that
the association is without a registered agent or registered
agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 28. NEW SECTION . 499.51 Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to an
association and that is within the purview of the secretary of
state if the secretary of state receives credible information
that an association is being used to accomplish a fraudulent,
criminal, or unlawful purpose.
b. As used in paragraph "a", ^credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
499.50.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
House File 2678, p. 20
on the association that is the subject of the interrogatories
by mail at the address of the registered agent that appears on
the secretary of state's records at the time the information
required by subsection 1 is received, or if the association
has no registered agent, at the association's principal office
address shown on the association's most recent biennial report
filed with the secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the association that
is the subject of the interrogatories. Each interrogatory
must be answered in writing separately and in a manner that
is responsive to the interrogatory. The declaration on the
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the association.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the association violated any provision
of this chapter constitutes the association's concession to
such violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the association's concession that the
association violated a provision or provisions of this chapter
that are the subjects of the interrogatories.
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
association has not violated any provision of this chapter, the
secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 29. Section 499.76, Code 2026, is amended by adding the
following new subsection:
NEW SUBSECTION . 5. The association concedes that the
association has violated a provision or provisions of this
chapter that are the subjects of the interrogatories served on
the association pursuant to section 599.51.
Sec. 30. Section 499.77, subsections 1 and 2, Code 2026, are
House File 2678, p. 21
amended to read as follows:
1. If the secretary of state determines that one or more
grounds exist under section 499.76 , subsections 1 through 4,
for dissolving an association, the secretary of state shall
serve the association by ordinary mail with written notice of
the secretary of state's determination pursuant to section
499.75.
2. if- Except as specified in subsection 5, if the
association does not correct each ground for dissolution or
demonstrate to the reasonable satisfaction of the secretary of
state that each ground determined by the secretary of state
does not exist within sixty days after service of the notice is
perfected pursuant to section 499.75, the secretary of state
shall administratively dissolve the association by signing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The secretary of state
shall file the original of the certificate and serve a copy on
the association pursuant to section 499.75.
Sec. 31. Section 499.77, Code 2026, is amended by adding the
following new subsection:
NEW SUBSECTION . 5. If the association concedes that
it has violated a provision or provisions of this chapter
that are the subjects of the interrogatories served on the
association pursuant to section 499.51, the secretary of state
may immediately administratively dissolve the association by
signing a certificate of dissolution that recites the ground or
grounds for dissolution and its effective date. The secretary
of state shall file the original of the certificate and serve a
copy on the association under section 499.75.
DIVISION VI
MULTIPLE HOUSING COOPERATIVES
Sec. 32. Section 499A.1, Code 2026, is amended by adding the
following new subsection:
NEW SUBSECTION . 3. a. The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", '‘'credible information" means
House File 2678, p. 22
any of the following:
(1) An affidavit of unauthorized use. The secretary of
state shall accept and review an affidavit of unauthorized use
completed and submitted to the secretary of state under this
section in the same manner as the secretary of state accepts
and reviews a submitted affidavit of unauthorized use under
section 499.50.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
DIVISION VII
CLOSE COOPERATIVES
Sec. 33. Section 501.105, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 7. a. The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b, As used in paragraph "a", "‘'credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
501.713A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 34. NEW SECTION . 501.713A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a cooperative filing may
deliver to the secretary of state a notarized, sworn affidavit
of unauthorized use that does all of the following:
(1) Identifies the cooperative registration by name and
business number.
(2) Indicates the affiant's mailing address.
House File 2678, p. 23
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided.
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the cooperative or the individual
named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section.
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the
cooperative.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the cooperative
filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the cooperative, if any,
a notice stating that the statement of removal has been filed
and is effective immediately. The notice shall also state that
the cooperative is without a registered agent or registered
agent address, as applicable.
House File 2678, p. 24
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 35. NEW SECTION . 501.713B Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to a
cooperative and that is within the purview of the secretary of
state if the secretary of state receives credible information
that a cooperative is being used to accomplish a fraudulent,
criminal, or unlawful purpose.
b. As used in paragraph , "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
501.713A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the cooperative that is the subject of the interrogatories
by mail at the address of the registered agent that appears on
the secretary of state's records at the time the information
required by subsection 1 is received, or if the cooperative
has no registered agent, at the cooperative's principal office
address shown on the cooperative's most recent biennial report
filed with the secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the cooperative that
is the subject of the interrogatories. Each interrogatory
must be answered in writing separately and in a manner that
is responsive to the interrogatory. The declaration on the
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the cooperative.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the cooperative violated any provision
of this chapter constitutes the cooperative concession to such
House File 2678, p. 25
violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the cooperative's concession that the
cooperative violated a provision or provisions of this chapter
that are the subjects of the interrogatories.
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
cooperative has not violated any provision of this chapter, the
secretary shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 36. Section 501.811, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. The cooperative concedes that the
cooperative has violated a provision or provisions of this
chapter that are the subjects of the interrogatories served on
the cooperative pursuant to section 501.713B.
Sec. 37. Section 501.812, subsections 1 and 2, Code 2026,
are amended to read as follows:
1. If the secretary of state determines that one or more
grounds exist under section 501.811 , subsections 1 through 4,
for dissolving a cooperative, the secretary of state shall
serve the cooperative with written notice of the secretary of
state's determination under section 501.106.
2. if- Except as provided in subsection 6, if the cooperative
does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the secretary of state
that each ground determined by the secretary of state does
not exist within sixty days after service of the notice
is perfected under section 501.106, the secretary of state
shall administratively dissolve the cooperative by signing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The secretary of state
shall file the original of the certificate and serve a copy on
the cooperative under section 501.106.
Sec. 38. Section 501.812, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 6. If the cooperative concedes that the
cooperative has violated a provision or provisions of this
House File 2678, p. 26
chapter that are the subjects of the interrogatories served on
the cooperative pursuant to section 501.713B, the secretary of
state may immediately administratively dissolve the cooperative
by signing a certificate of dissolution that recites the
ground or grounds for dissolution and its effective date. The
secretary of state shall file the original of the certificate
and serve a copy on the cooperative under section 501.106.
DIVISION VIII
501A CLOSE COOPERATIVES
Sec. 39. Section 501A.202, subsection 1, Code 2026, is
amended to read as follows:
1. -ï-f Except as provided in subsection 5, if a document
delivered to the secretary of state for filing satisfies the
requirements of section 501A.201, the secretary of state shall
file it and issue any necessary certificate.
Sec. 40. Section 501A.202, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. a. The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
501A.231A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 41. NEW SECTION . 501A.231A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a cooperative filing may
deliver to the secretary of state a notarized, sworn affidavit
of unauthorized use that does all of the following:
(1) Identifies the cooperative registration by name and
House File 2678, p. 27
business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided .
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the cooperative or the individual
named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the
cooperative .
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the cooperative
filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
agent's mailing address on record for the cooperative, if any,
a notice stating that the statement of removal has been filed
and is effective immediately. The notice shall also state that
House File 2678, p. 28
the cooperative is without a registered agent or registered
agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 42. NEW SECTION . 501A.231B Interrogatories.
1. a. The secretary of state may serve one or more written
interrogatories regarding any matter that pertains to a
cooperative and that is within the purview of the secretary of
state if the secretary of state receives credible information
that a cooperative is being used to accomplish a fraudulent,
criminal, or unlawful purpose.
b. As used in paragraph "a", "credible informât ion" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
501A.231A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the cooperative that is the subject of the interrogatories
by mail at the address of the registered agent that appears on
the secretary of state's records at the time the information
required by subsection 1 is received, or if the cooperative
has no registered agent, at the cooperative's principal office
address shown on the cooperative's most recent biennial report
filed with the secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the cooperative that
is the subject of the interrogatories. Each interrogatory
must be answered in writing separately and in a manner that
is responsive to the interrogatory. The declaration on the
completed interrogatories form must be signed by a person with
the authority to sign on behalf of the cooperative.
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
House File 2678, p. 29
secretary of state that the cooperative violated any provision
of this chapter constitutes the cooperative concession to such
violation .
6. A failure to respond to any interrogatory within the
allotted time constitutes the cooperative's concession that the
cooperative violated a provision or provisions of this chapter
that are the subjects of the interrogatories.
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
cooperative has not violated any provision of this chapter, the
secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
DIVISION IX
NONPROFIT CORPORATIONS
Sec. 43. Section 504.116, subsection 1, Code 2026, is
amended to read as follows:
1. if- Except as provided in subsection 5, if a document
delivered to the office of the secretary of state for filing
satisfies the requirements of section 504.111, the secretary
of state shall file it.
Sec. 44. Section 504.116, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. a. The secretary of state may require a
document to be delivered by mail or in person if the secretary
of state receives credible information that the document is
being submitted for filing fraudulently or may be used to
accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph "a", "credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
504.1621A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
Sec. 45. Section 504.1421, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 5. The corporation concedes that the
House File 2678, p. 30
Corporation has violated a provision or provisions of this
chapter that are the subjects of the interrogatories served on
the corporation pursuant to section 504.1621B.
Sec. 46. Section 504.1422, subsections 1 and 2, Code 2026,
are amended to read as follows:
1. Upon determining that one or more grounds exist under
section 504.1421 , subsections 1 through 4, for dissolving a
corporation, the secretary of state shall serve the corporation
with written notice of that determination under section
504.504.
2. if- Except as specified in subsection 6, the corporation
does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the secretary of state
that each ground determined by the secretary of state does
not exist within at least sixty days after service of notice
is perfected under section 504.504, the secretary of state
may administratively dissolve the corporation by signing a
certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The secretary of state
shall file the original of the certificate of dissolution and
serve a copy on the corporation under section 504.504.
Sec. 47. Section 504.1422, Code 2026, is amended by adding
the following new subsection:
NEW SUBSECTION . 6. If the corporation concedes that the
corporation has violated a provision or provisions of this
chapter that are the subjects of the interrogatories served on
the corporation pursuant to section 504.1621B, the secretary of
state may immediately administratively dissolve the corporation
by signing a certificate of dissolution that recites the
ground or grounds for dissolution and its effective date. The
secretary of state shall file the original of the certificate
and serve a copy on the corporation under section 504.504.
Sec. 48. NEW SECTION . 504.1621A Statement of removal —
removal of information not authorized to be provided.
1. a. A person whose name, street address, mailing address,
or email address has, without that person's authorization, been
provided to the secretary of state as that of the registered
agent or of the principal office in a domestic or foreign
corporation filing may deliver to the secretary of state a
House File 2678, p. 31
notarized, sworn affidavit of unauthorized use that does all
of the following:
(1) Identifies the domestic or foreign corporation
registration by name and business number.
(2) Indicates the affiant's mailing address.
(3) States that neither the affiant nor any agent of the
affiant has authorized the filing identifying the affiant as
the registered agent, providing the affiant's street address
or mailing address as an address of the registered agent or
principal office, or providing the affiant's email address as
that of the registered agent.
b. The affiant shall specify in the affidavit of
unauthorized use the information that was not authorized to be
provided .
c. The secretary of state may reject an affidavit of
unauthorized use that is incomplete or that the secretary of
state believes was delivered to the secretary of state with the
intent to harass or defraud the domestic or foreign corporation
or the individual named as affiant.
d. The office of the secretary of state shall adopt an
affidavit of unauthorized use form in accordance with this
section .
2. The secretary of state shall conduct an administrative
review to determine whether the filing was authorized to
identify the stated information as applicable.
3. If the secretary of state concludes that the filing
was not authorized to provide the information identified
in the affidavit, the secretary of state shall promptly
file a statement of removal with respect to the identified
information, and shall promptly cause the identified
information to cease to be listed as identified for the
domestic or foreign corporation.
4. The secretary of state shall not charge a fee for the
filing of an affidavit of unauthorized use under subsection
1 or a statement of removal under subsection 3. The filing
office shall not return any fee paid for filing the domestic or
foreign corporation filing identified in the affidavit.
5. Upon filing a statement of removal, the secretary of
state shall send to the principal office address or registered
House File 2678, p. 32
agent's mailing address on record for the domestic or foreign
corporation, if any, a notice stating that the statement of
removal has been filed and is effective immediately. The
notice shall also state that the corporation is without a
registered agent or registered agent address, as applicable.
6. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 49. NEW SECTION . 504.1621B Interrogatories.
1. a. The secretary of state may serve one or more
written interrogatories regarding any matter that pertains
to a domestic or foreign corporation and that is within the
purview of the secretary of state if the secretary of state
receives credible information that a corporation is being used
to accomplish a fraudulent, criminal, or unlawful purpose.
b. As used in paragraph ^a", ''"credible information" means
any of the following:
(1) An affidavit of unauthorized use as provided in section
504.1621A.
(2) Information provided to the secretary of state by
another government agency.
(3) Information collected by the secretary of state from a
credible third-party data set.
2. The secretary of state shall serve such interrogatories
on the domestic or foreign corporation that is the subject of
the interrogatories by mail at the address of the registered
agent that appears on the secretary of state's records
at the time the information required by subsection 1 is
received, or if the corporation has no registered agent,
at the corporation's principal office address shown on the
corporation's most recent biennial report filed with the
secretary of state.
3. The interrogatories must be answered by a person with
the authority to answer on behalf of the domestic or foreign
corporation that is the subject of the interrogatories. Each
interrogatory must be answered in writing separately and in
a manner that is responsive to the interrogatories. The
declaration on the completed interrogatories form must be
signed by a person with the authority to sign on behalf of the
corporation.
House File 2678, p. 33
4. To be considered responsive, the completed and signed
interrogatories form must be received by the secretary of state
by mail or in-person delivery within twenty-one calendar days
after the form was mailed.
5. A response to any interrogatory that indicates to the
secretary of state that the domestic or foreign corporation
violated any provision of this chapter constitutes the
corporation's concession to such violation.
6. A failure to respond to any interrogatory within the
allotted time constitutes the domestic or foreign corporation's
concession that the corporation violated a provision or
provisions of this chapter that are the subjects of the
interrogatories .
7. If the secretary of state receives a response to each
interrogatory that indicates to the secretary of state that the
domestic or foreign corporation has not violated any provision
of this chapter, the secretary of state shall take no action.
8. The secretary of state shall adopt rules pursuant to
chapter 17A necessary or desirable to administer this section.
Sec. 50. DIRECTIONS TO CODE EDITOR. The Code editor shall
organize sections 504.1621 through 504.1630 as a new part of
chapter 504, subchapter XVI.
DIVISION X
LANDHOLDINGS
Sec. 51. Section 91.7, unnumbered paragraph 1, Code 2026,
is amended to read as follows:
A nonresident alien, foreign business, or foreign
government, or an agent, trustee, or fiduciary thereof, which
owns an interest in agricultural land within this state on or
after January 1, 1980, shall register the agricultural land
with the secretary of state. The registration shall be made
within sixty days after January 1, 1980, or within sixty days
after acquiring the land or the interest in land, whichever is
later. The registration shall be made online or in the form
and manner prescribed by the secretary of state. S nf-or-mat-ion
deaer-i-bed -i-n— t-h-i-s-s e cte-i-on is a confid e ntial r e cord and subj e ct
bo— u se— in— t-h e sam e- mann e r a s provided in section 10B.5. As part
of the registration, the nonresident alien, foreign business,
or foreign government, or an agent, trustee, or fiduciary
House File 2678, p. 34
thereof, shall file all of the following information:
Sec. 52. Section 10B.1, Code 2026, is amended by adding the
following new subsections:
NEW SUBSECTION . 1A. a. "Business entity" means a person,
formed under the statutes of this state or another jurisdiction
for purposes of engaging in a commercial activity on a profit,
cooperative, or not-for-profit basis, including but not
limited to a corporation or entity taxed as a corporation
under the Internal Revenue Code, nonprofit corporation,
cooperative or cooperative association, partnership, limited
partnership, limited liability company, limited liability
partnership, investment company, joint stock company, joint
stock association, or trust, including but not limited to a
business trust.
b. "Business entity" does not include a family farm
corporation, family farm limited liability company, family
trust, revocable trust, testamentary trust, or family farm
unincorporated nonprofit association, each as defined in
section 9H.1.
NEW SUBSECTION . 10A. "Out-of-state business entity" means
a business entity formed under the statutes of any of the
following :
a. A state of the United States, other than Iowa.
b. A territory of the United States.
NEW SUBSECTION . 10B. "Out-of-state individual" means an
individual who is domiciled in any of the following:
a. A state of the United States, other than Iowa.
b. A territory of the United States.
Sec. 53. Section 10B.1, subsection 11, Code 2026, is amended
by adding the following new paragraphs:
NEW PARAGRAPH . Of. An out-of-state business entity holding
an interest in agricultural land in this state, including a
general partnership in which a partner is domiciled in another
state, or territory, of the United States.
NEW PARAGRAPH . OOf. An out-of-state individual holding an
interest in agricultural land in this state.
Sec. 54. Section 10B.3, Code 2026, is amended by adding the
following new subsection:
NEW SUBSECTION . 5A. A person not described in this section
House File 2678, p. 35
who is an authorized representative of an out-of-state business
entity or an out-of-state individual.
Sec. 55. Section 10B.4, subsection 2, Code 2026, is amended
by adding the following new paragraph:
NEW PARAGRAPH . Ob. If the reporting entity is a general
partnership, the name of and address of each partner who
resides in another state, or territory, of the United States.
Sec. 56. Section 10B.5, subsection 2, Code 2026, is amended
to read as follows:
2. a. -information Except as provided in reports paragraph
"b" and section 10B.5A, a report required -tn to be filed under
this chapter is a confidential record as provided in section
22.7. The attorney general may have access to the reports, and
may use information in the reports in any action to enforce
state law, including but not limited to chapters 9H and 91.
The reports shall be made available to members of the general
assembly and appropriate committees of the general assembly
in order to determine the extent that agricultural land is
held in this state by corporations and other business and
foreign entities and the effect of such land ownership upon the
economy of this state. The secretary of state shall assist any
committee of the general assembly studying these issues.
b. A report filed under this chapter is not a confidential
record if the reporting entity is any of the following;
(1) A foreign business, foreign government, or nonresident
alien .
(2) An out-of-state business entity or an out-of-state
individual .
Sec. 57. Section 10B.5A, Code 2026, is amended to read as
follows :
10B.5A Annual summary to governor and general assembly.
1 . The secretary of state shall prepare an annual summary of
foreign and out-of-state agricultural landholding.
2 ■ a. The summary must be include a report summarizing
the compiled information for agricultural landholdings by
foreign businesses, foreign governments, and nonresident aliens
included in the current registrations filed pursuant to section
91.7 and the last reports filed pursuant to section 10B.4.
b. The summary must include a report summarizing the
House File 2678, p. 36
compiled information for agricultural landholding by
out-of-state business entities and out-of-state individuals
included in the last reports filed pursuant to section 10B.4,
3 . The information described in subsection 2, is not a
confidential record as provided in section 22.7. The attorney
general may have access to the annual summary and may use
information in the annual summary in any action to enforce
state law, including but not limited to chapters 9H and 91, and
this chapter. The annual summary shall be made available to
the governor, members of the general assembly, and appropriate
committees of the general assembly in order to determine the
extent that agricultural land is held in this state by foreign
entities and the effect of such land ownership upon the economy
of this state. Upon request, the secretary of state shall
assist any committee of the general assembly studying these
issues. ,
[wf _ PAT GRÄSSLER
Speaker ofr the House
AMY SINCLAIR
President of the Senate
I hereby certify that this bill originated in the House and
is known as House File 2678, Ninety-first General Assembly.
Approved 2026
/Wi _
MEGHAN NELSON
CHiaf Clerk of the House
KIM mBTNOLDS /
Governor