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Senate
File
2213
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Introduced
SENATE
FILE
2213
BY
SWEENEY
A
BILL
FOR
An
Act
providing
for
an
assignment
of
assets
for
the
benefit
of
1
creditors,
exempting
the
related
tax
on
the
transfer
of
real
2
estate,
and
including
effective
date
provisions.
3
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
4
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DIVISION
I
1
PRINCIPAL
PROVISIONS
2
Section
1.
NEW
SECTION
.
681A.1
Title.
3
This
chapter
may
be
cited
as
the
“Uniform
Assignment
for
4
Benefit
of
Creditors
Act”
.
5
Sec.
2.
NEW
SECTION
.
681A.2
Definitions.
6
As
used
in
this
chapter,
unless
the
context
otherwise
7
requires:
8
1.
“Affiliate”
means
any
of
the
following:
9
a.
A
person
that
directly
or
indirectly
owns,
controls,
10
or
holds,
with
power
to
vote,
twenty
percent
or
more
of
the
11
outstanding
voting
interests
of
another
person,
other
than
a
12
person
that
holds
the
interests
as
any
of
the
following:
13
(1)
In
a
fiduciary
or
agency
capacity
without
sole
14
discretionary
power
to
vote
the
interests.
15
(2)
Solely
to
secure
a
debt,
if
the
person
has
not
in
fact
16
exercised
the
power
to
vote.
17
b.
A
person
with
twenty
percent
or
more
of
the
person’s
18
outstanding
voting
interests
directly
or
indirectly
owned,
19
controlled,
or
held,
with
power
to
vote,
by
another
person.
20
c.
A
person
whose
business
is
operated
under
a
lease
21
or
operating
agreement
by
another
person,
or
a
person
22
substantially
all
of
whose
assets
are
controlled
by
the
other
23
person.
24
d.
A
person
that
operates
the
business
or
substantially
25
all
the
assets
of
another
person
under
a
lease
or
operating
26
agreement.
27
2.
a.
“Asset”
means
a
legal
or
equitable
interest
in
28
property
of
an
assignor,
regardless
of
the
person
holding
or
in
29
possession,
custody,
or
control
of
the
property
or
where
the
30
property
is
located.
31
b.
“Asset”
does
not
include
any
of
the
following:
32
(1)
A
legal
or
equitable
interest
in
property
restricted
33
from
assignment
if
the
restriction
is
effective
under
other
34
law,
unless
the
other
law
permits
assignment
with
the
consent
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of
another
person
and
the
person
consents
to
the
assignment
in
1
a
manner
permitted
by
the
other
law.
2
(2)
If
the
assignor
is
an
individual,
a
legal
or
equitable
3
interest
in
property
to
the
extent
it
is
exempt
from
legal
4
process
under
other
law.
5
3.
“Assigned
asset”
means
an
asset
transferred
under
an
6
assignment.
7
4.
“Assignee”
means
a
person
to
which
assets
are
transferred
8
under
an
assignment.
9
5.
“Assignment”
means
a
transfer
by
a
person
of
all
the
10
person’s
assets
to
another
person
for
the
benefit
of
the
11
transferor’s
creditors.
12
6.
“Assignment
agreement”
means
an
agreement
that
transfers
13
or
provides
for
a
transfer
of
all
the
assignor’s
assets.
14
7.
“Assignment
estate”
means
the
assets
held
at
a
given
time
15
by
the
assignee
under
an
assignment.
16
8.
“Assignor”
means
a
person
whose
assets
are
transferred
17
under
an
assignment.
18
9.
“Claim”
means
a
creditor’s
right
to
payment
or
to
an
19
equitable
remedy,
regardless
of
whether
the
right
is
reduced
to
20
judgment,
liquidated,
unliquidated,
fixed,
contingent,
matured,
21
unmatured,
disputed,
undisputed,
legal,
equitable,
secured,
or
22
unsecured.
23
10.
“Cohabitant”
means
each
of
two
individuals
not
married
24
to
each
other
who
live
together
as
a
couple
after
each
has
25
reached
the
age
of
majority
or
been
emancipated.
26
11.
“Creditor”
means
a
person
that
has
a
claim
against
an
27
assigned
asset
or
the
assignor.
28
12.
“Electronic”
means
relating
to
technology
having
29
electrical,
digital,
magnetic,
wireless,
optical,
30
electromagnetic,
or
similar
capabilities.
31
13.
“Good
faith”
means
honesty
in
fact
and
the
observance
of
32
reasonable
commercial
standards
of
fair
dealing.
33
14.
“Insider”
includes
any
of
the
following:
34
a.
In
the
case
of
an
individual,
any
of
the
following:
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(1)
A
relative
of
the
individual.
1
(2)
A
partnership
or
limited
liability
company
in
which
the
2
individual
is
a
general
partner
or
managing
member.
3
(3)
An
organization
of
which
the
individual
is
a
director,
4
officer,
or
person
in
control.
5
b.
In
the
case
of
an
organization,
any
of
the
following:
6
(1)
A
director,
officer,
manager,
or
other
person
in
control
7
of
or
with
controlling
equity
interest
in
the
organization.
8
(2)
A
partnership
or
limited
liability
company
in
which
the
9
organization
is
a
general
partner
or
managing
member.
10
(3)
A
general
partner
or
managing
member
of
the
11
organization.
12
(4)
A
relative
of
a
general
partner,
managing
member,
13
director,
officer,
manager,
or
other
person
in
control
of
or
14
with
controlling
equity
interest
in
the
organization.
15
c.
An
affiliate.
16
d.
A
managing
agent
of
an
organization.
17
15.
“Lien”
means
an
interest
in
an
asset
that
secures
18
payment
or
performance
of
an
obligation.
19
16.
“Organization”
means
a
person
other
than
an
individual.
20
17.
“Perfected
lien”
means
a
lien
on
any
of
the
following:
21
a.
Real
property
other
than
fixtures
on
which
a
bona
fide
22
purchaser
of
the
property
cannot
acquire
an
interest
superior
23
to
the
interest
of
the
lienholder.
24
b.
Fixtures
or
property
other
than
real
property
on
which
a
25
creditor
cannot
acquire
a
lien
by
attachment,
levy,
or
the
like
26
that
is
superior
to
the
interest
of
the
lienholder.
27
18.
a.
“Person”
means
an
individual,
estate,
business
28
or
nonprofit
entity,
government
or
governmental
subdivision,
29
agency,
or
instrumentality,
or
other
legal
entity.
30
b.
“Person”
includes
a
protected
series,
however
31
denominated,
of
an
entity
if
the
protected
series
is
32
established
under
law
that
limits,
or
limits
if
conditions
33
specified
under
law
are
satisfied,
the
ability
of
a
creditor
34
of
the
entity
or
of
any
other
protected
series
of
the
entity
to
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satisfy
a
claim
from
assets
of
the
protected
series.
1
19.
“Proof
of
claim”
means
a
record
a
creditor
submits
to
an
2
assignee
to
evidence
the
creditor’s
claim.
3
20.
“Record”
means
information
that
is
any
of
the
following:
4
a.
Inscribed
on
a
tangible
medium.
5
b.
Stored
in
an
electronic
or
other
medium
and
retrievable
6
in
perceivable
form.
7
21.
“
Relative”
means
an
individual
related
by
affinity
or
8
consanguinity
within
the
third
degree
or
a
cohabitant.
9
22.
“Security
interest”
means
a
lien
created
by
an
10
agreement.
11
23.
“Send”
,
in
connection
with
a
record
or
notification,
12
means
any
of
the
following:
13
a.
To
deposit
in
the
mail,
deliver
for
transmission,
or
14
transmit
by
any
other
usual
means
of
communication,
with
15
postage
or
cost
of
transmission
provided
for,
addressed
to
any
16
address
reasonable
under
the
circumstances.
17
b.
To
cause
the
record
or
notification
to
be
received
within
18
the
time
it
would
have
been
received
if
properly
sent
under
19
paragraph
“a”
.
20
24.
“Sign”
means,
with
present
intent
to
authenticate
or
21
adopt
a
record
by
doing
any
of
the
following:
22
a.
To
execute
or
adopt
a
tangible
symbol.
23
b.
To
attach
to
or
logically
associate
with
the
record
an
24
electronic
symbol,
sound,
or
process.
25
25.
a.
“State”
means
a
state
of
the
United
States,
the
26
District
of
Columbia,
Puerto
Rico,
the
United
States
Virgin
27
Islands,
or
any
other
territory
or
possession
subject
to
the
28
jurisdiction
of
the
United
States.
29
b.
“State”
includes
a
federally
recognized
Indian
tribe.
30
26.
“Transfer”
means
disposing
of
or
parting
with
an
31
asset
or
with
an
interest
in
an
asset,
regardless
of
whether
32
the
disposition
or
parting
is
indirect,
conditional,
or
33
involuntary.
34
Sec.
3.
NEW
SECTION
.
681A.3
Scope.
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This
chapter
applies
to
an
assignment
made
by
an
assignor
1
that
is
any
of
the
following:
2
1.
An
organization
whose
principal
place
of
business
is
in
3
this
state.
4
2.
An
organization
whose
internal
affairs
are
governed
by
5
other
law
of
this
state.
6
3.
An
individual
whose
principal
residence
is
in
this
state.
7
4.
An
organization
wholly
owned,
directly
or
indirectly,
by
8
an
assignor
that
satisfies
subsection
1,
2,
or
3.
9
5.
An
organization,
if
all
of
the
following
apply:
10
a.
It
is
partly
owned,
directly
or
indirectly,
and
11
controlled
by
an
assignor
that
satisfies
subsection
1,
2,
or
3.
12
b.
It
has
no
place
of
business
or
employees.
13
c.
It
relies
on
the
services
the
organization
receives
from
14
an
assignor
that
satisfies
subsection
1,
2,
or
3.
15
Sec.
4.
NEW
SECTION
.
681A.4
Requirements
for
assignee
and
16
assignment
agreement.
17
1.
An
assignee
must
be
all
of
the
following:
18
a.
A
person
that
is
not
a
creditor,
affiliate,
or
insider
of
19
the
assignor.
20
b.
A
person
that
is
not
an
affiliate
or
insider
of
a
21
creditor
of
the
assignor.
22
c.
A
person
that
does
not
have
a
claim
against
the
23
assignment
estate,
other
than
a
claim
for
fees
and
expenses
to
24
be
paid
under
the
assignment
agreement.
25
d.
A
person
that
does
not
have
a
material
financial
interest
26
in
the
outcome
of
the
assignment,
other
than
a
claim
for
fees
27
and
expenses
to
be
paid
under
the
assignment
agreement.
28
e.
A
person
that
does
not
hold
an
equity
interest
in
the
29
assignor
other
than
a
noncontrolling
interest
in
a
publicly
30
traded
company.
31
f.
A
person
that
is
not
an
affiliate
of
a
person
that
fails
32
to
satisfy
paragraph
“a”
,
“b”
,
“c”
,
“d”
,
or
“e”
.
33
2.
A
person
that
satisfies
subsection
1
is
not
precluded
34
from
being
an
assignee
merely
because
the
person
performed
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services
for
the
assignor
before
the
assignment.
1
3.
An
assignment
agreement
must
be
in
a
record
signed
by
2
the
assignor
and
the
assignee.
The
record
must
do
all
of
the
3
following:
4
a.
State
the
name
and
address
of
the
assignor
and
of
the
5
assignee.
6
b.
Transfer
or
provide
for
a
transfer
of
all
the
assignor’s
7
assets.
8
c.
Describe
the
assigned
assets
in
sufficient
detail
to
9
identify
the
assets.
10
d.
Provide
for
the
distribution
of
the
assignment
estate.
11
e.
Describe
the
fees
to
be
charged
by
the
assignee
in
12
connection
with
the
assignment,
including
the
basis
on
which
13
they
are
to
be
calculated.
14
f.
Include
a
representation
by
the
assignor,
under
penalty
15
of
perjury,
that
the
assignor
is
assigning
all
the
assignor’s
16
assets.
17
4.
If
an
assignee
relies
in
good
faith
on
the
assignor’s
18
representation
made
under
subsection
3,
paragraph
“f”
,
all
19
the
assignor’s
assets
are
deemed
to
be
assigned,
even
if
the
20
representation
is
inaccurate.
21
Sec.
5.
NEW
SECTION
.
681A.5
Effect
of
assignment
——
when
22
assignment
agreement
effective.
23
1.
An
assignee
obtains
the
rights,
title,
and
interests
of
24
the
assignor
in
the
assigned
assets.
25
2.
If
the
assignor
is
an
organization,
an
assignee
obtains
26
the
rights,
title,
and
interests
of
the
assignor
in
assets
27
acquired
after
the
assignment.
28
3.
Except
as
provided
in
section
681A.10,
subsection
2,
29
paragraph
“l”
,
an
assignee
takes
each
assigned
asset
subject
to
30
an
existing
interest
in
the
asset
held
by
another
person.
31
4.
An
assignee
holds
the
assigned
assets
subject
to
the
32
assignee’s
duties
under
section
681A.9.
33
5.
An
assignment
is
subject
to
other
law
under
which
the
34
assignment
may
be
fraudulent
or
otherwise
voidable.
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6.
The
effective
date
of
an
assignment
agreement
is
the
1
date
the
agreement
is
signed
by
the
last
party
to
the
agreement
2
that
is
required
to
sign
the
agreement
unless
a
later
date
is
3
identified
in
the
agreement
as
the
effective
date.
4
Sec.
6.
NEW
SECTION
.
681A.6
Filing,
recording,
and
title
5
transfer
requirements.
6
1.
In
this
section,
“financing
statement”
has
the
same
7
meaning
as
defined
in
section
554.9102,
subsection
1.
8
2.
An
assignee
of
a
legal
or
equitable
interest
in
personal
9
property
may
file
a
financing
statement
in
the
filing
office
10
of
any
of
the
following:
11
a.
This
state
established
for
purposes
of
section
554.9501,
12
subsection
1,
paragraph
“b”
.
13
b.
Any
other
state
in
which
any
of
the
following
apply:
14
(1)
The
assignor
would
be
located
under
section
554.9307
if
15
the
assignor
were
a
debtor
for
the
purpose
of
that
section.
16
(2)
An
asset
of
the
assignment
estate
may
be
located.
17
3.
A
financing
statement
filed
under
subsection
2
must
18
indicate
that
it
is
filed
in
connection
with
an
assignment.
19
4.
When
filing
a
financing
statement
under
subsection
2,
the
20
assignee
must
do
any
of
the
following:
21
a.
Attach
a
copy
of
the
assignment
agreement
to
the
22
financing
statement.
23
b.
State
on
the
financing
statement
that
a
copy
of
the
24
assignment
agreement
is
available
on
request
to
the
assignee.
25
5.
A
financing
statement
filed
under
subsection
2
may
do
any
26
of
the
following:
27
a.
Designate
the
assignor
as
“debtor”
and
the
assignee
as
28
“secured
party”.
29
b.
Use
the
terms
“assignor”
and
“assignee”
or
words
of
30
similar
import.
31
6.
The
filing
of
a
financing
statement
under
subsection
2
is
32
not
itself
a
factor
in
determining
whether
an
asset
secures
an
33
obligation.
The
rights
of
the
assignee
under
the
assignment
34
are
not
affected
if
the
assignee
does
not
file
a
financing
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statement
under
subsection
2.
1
7.
An
assignee
of
a
legal
or
equitable
interest
in
real
2
property
shall
record
the
assignment
of
the
interest
or
notice
3
of
the
assignment
under
the
real
estate
recording
law
of
the
4
jurisdiction
where
the
property
is
located.
5
8.
An
assignee
shall
comply
with
other
law
governing
the
6
transfer
of
title
to
an
asset.
7
9.
By
signing
an
assignment
agreement,
the
assignor
8
authorizes
the
assignee
to
take
the
actions
required
by
this
9
section.
10
Sec.
7.
NEW
SECTION
.
681A.7
Notification
to
creditors.
11
1.
Unless
a
creditor
waives
in
a
signed
record
the
right
12
to
notification,
an
assignee
shall
send
a
notification
of
the
13
assignment
to
each
creditor
known
to
the
assignee
within
a
14
reasonable
time
not
to
exceed
thirty
days
after
the
effective
15
date
of
the
assignment
agreement.
16
2.
The
notification
must
satisfy
all
of
the
following
17
requirements:
18
a.
Be
in
a
record
signed
by
the
assignee.
19
b.
Include
the
assignee’s
name,
address,
and
other
contact
20
information
reasonably
necessary
to
communicate
with
the
21
assignee.
22
c.
Provide
reasonable
instructions
for
submitting
a
proof
23
of
claim
using
the
method
established
by
the
assignee
under
24
section
681A.9,
subsection
2,
paragraph
“e”
.
25
d.
Identify
the
date
established
under
section
681A.9,
26
subsection
2,
paragraph
“f”
,
by
which
each
creditor
whose
claim
27
is
not
otherwise
allowed
without
a
timely
proof
of
claim
under
28
this
chapter
must
submit
a
proof
of
claim.
29
3.
An
assignee
shall
use
reasonable
means
to
provide
the
30
information
in
subsection
2
to
unknown
creditors,
including
31
by
any
means
the
assignor
regularly
used
to
do
any
of
the
32
following:
33
a.
Provide
information
to
the
assignor’s
creditors.
34
b.
Communicate
information
about
the
assignor,
other
than
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advertising,
to
the
public.
1
Sec.
8.
NEW
SECTION
.
681A.8
Duties
of
assignor.
2
1.
Subject
to
section
681A.23,
an
assignor
has
a
duty
3
to
take
all
reasonable
actions
necessary
for
the
assignee
4
to
administer
the
assignment,
the
assigned
assets,
and
the
5
assignment
estate.
6
2.
In
furtherance
of
the
duty
under
subsection
1,
the
7
assignor
shall
do
all
of
the
following:
8
a.
Preserve
and
turn
over
to
the
assignee
the
assigned
9
assets
in
the
assignor’s
possession
or
control.
10
b.
Provide
to
the
assignee
information
reasonably
necessary
11
to
administer
the
assignment,
the
assigned
assets,
and
the
12
assignment
estate.
13
c.
Sign
any
record
reasonably
necessary
to
transfer
an
14
assigned
asset
and
comply
with
any
notarization
required
under
15
other
law.
16
d.
Designate,
and
provide
the
assignee
with
the
name,
17
address,
and
other
contact
information
reasonably
necessary
to
18
communicate
with,
an
appropriate
person
willing
and
able
to
19
act
as
a
representative
on
behalf
of
the
assignor
as
may
be
20
reasonably
necessary
to
administer
the
assignment,
the
assigned
21
assets,
and
the
assignment
estate.
22
e.
If
the
assignment
includes
a
legal
or
equitable
interest
23
in
real
property
or
titled
personal
property,
cooperate
with
24
the
assignee
in
taking
actions
under
section
681A.6.
25
f.
On
or
as
soon
as
practicable
after
the
effective
date
of
26
the
assignment
agreement,
provide
the
assignee
with
all
of
the
27
following:
28
(1)
A
list
of
all
assets.
29
(2)
A
list
of
all
the
assignor’s
employees,
including
30
those
whose
employment
is
terminated
in
connection
with
the
31
assignment.
32
(3)
A
list
of
all
the
assignor’s
known
creditors,
including,
33
for
each
creditor,
the
creditor’s
address
and
other
contact
34
information
reasonably
necessary
to
communicate
with
the
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creditor.
1
g.
A
verification
under
penalty
of
perjury
the
accuracy
of
2
the
lists
required
under
paragraph
“f”
.
3
h.
With
respect
to
a
legal
or
equitable
interest
in
property
4
restricted
from
assignment,
cooperate
with
the
assignee
to
5
obtain
consent
from
a
person
whose
consent
to
assign
the
6
interest
is
necessary
under
other
law.
7
i.
Provide
assistance
to
the
assignee
as
required
by
the
8
assignment
agreement.
9
3.
The
duties
in
this
section
also
apply
to
a
representative
10
designated
under
subsection
2,
paragraph
“d”
.
11
Sec.
9.
NEW
SECTION
.
681A.9
Duties
of
assignee.
12
1.
Subject
to
section
681A.23,
an
assignee
has
a
fiduciary
13
duty
to
the
assignment
estate
for
the
benefit
of
creditors
to
14
do
all
of
the
following:
15
a.
Provide
a
duty
of
loyalty,
including
the
duty
to
manage
16
the
assignment
in
good
faith.
17
b.
Use
reasonable
care
to
maximize
distributions
under
18
section
681A.15.
19
c.
Wind
up
the
assignment
under
section
681A.19
in
a
manner
20
compatible
with
the
best
interests
of
the
assignment
estate
and
21
creditors.
22
2.
Without
limitation
on
the
duties
under
subsection
1,
and
23
subject
to
section
681A.23,
the
assignee
also
has
a
duty
to
do
24
all
of
the
following:
25
a.
Maintain
a
separate
deposit
account
for
funds
related
to
26
the
assignment.
27
b.
Collect
on
or
dispose
of
each
assigned
asset,
unless
28
the
assignee
determines
it
is
more
economically
efficient
to
29
abandon
the
asset.
30
c.
Prepare
and
retain
appropriate
business
records,
31
including
a
record
of
each
receipt,
disbursement,
and
32
collection
on
or
disposition
of
an
assigned
asset.
33
d.
Pay
administrative
expenses
of
the
assignment
estate,
to
34
the
extent
the
assignment
estate
has
sufficient
unencumbered
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assets.
1
e.
Establish
a
method
that
is
reasonably
designed
to
permit
2
a
creditor
to
submit
a
proof
of
claim.
3
f.
Establish
a
single
date
by
which
creditors
whose
claims
4
are
not
otherwise
allowed
without
timely
proofs
of
claim
under
5
this
chapter
must
submit
proofs
of
claim,
which
must
be
one
6
hundred
twenty
days
after
the
effective
date
of
the
assignment
7
agreement.
8
g.
Unless
a
claim
would
receive
minimal
or
no
distribution
9
without
regard
to
the
claim’s
validity
or
asserted
priority,
10
examine
the
validity
and
priority
of
claims
against
the
11
assignment
estate
and,
if
necessary,
consult
with
the
12
representative
designated
by
the
assignor
under
section
681A.8,
13
subsection
2,
paragraph
“d”
.
14
h.
At
least
every
six
months,
provide
to
each
creditor
15
a
summary
of
the
assets,
liabilities,
and
expenses
of
the
16
assignment
estate.
17
i.
Comply
with
all
requirements
of
the
United
States
18
internal
revenue
service
and
state
and
local
taxing
19
authorities.
20
j.
Send
a
notification
to
each
creditor
of
the
assignee’s
21
compensation
and
any
change
in
the
method
of
determining
22
the
assignee’s
compensation
from
the
method
provided
in
the
23
assignment
agreement.
24
k.
Send
a
final
accounting
under
section
681A.19,
subsection
25
1.
26
l.
Comply
with
the
other
requirements
imposed
on
the
27
assignee
under
this
chapter.
28
Sec.
10.
NEW
SECTION
.
681A.10
Powers
of
assignee.
29
1.
An
assignee
has
the
powers
necessary
or
appropriate
to
30
perform
the
assignee’s
duties.
31
2.
Unless
the
assignment
agreement
expressly
provides
32
otherwise,
the
assignee
has
power
to
do
any
of
the
following:
33
a.
Operate
an
existing
business
that
uses
an
assigned
asset,
34
including
preservation
of
the
asset
and
collection
on,
or
the
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sale,
lease,
license,
or
other
disposition
of,
the
asset.
1
b.
Incur
secured
or
unsecured
debt
and
pay
expenses
2
incidental
to
the
exercise
of
the
power
under
subsection
1.
3
c.
Assert
a
right,
claim,
cause
of
action,
or
defense
the
4
assignor
could
have
asserted
that
relates
to
the
assignment
5
estate.
6
d.
Engage
professionals,
including
a
professional
previously
7
engaged
by
the
assignor,
to
give
advice,
to
prosecute
or
defend
8
litigation,
or
for
other
purposes
as
the
assignee
considers
9
appropriate,
and
pay
professionals
reasonable
fees
for
services
10
from
the
assignment
estate.
11
e.
Collect
on,
or
sell,
lease,
license,
or
otherwise
dispose
12
of,
an
asset
of
the
assignment
estate
regardless
of
whether
the
13
asset
is
subject
to
a
lien
or
other
encumbrance.
14
f.
Exercise
a
right
to
redeem
an
asset
of
the
assignment
15
estate
that
is
subject
to
a
mortgage,
deed
of
trust,
security
16
interest,
or
other
encumbrance.
17
g.
Settle
a
matter
involving
a
debtor
of
the
assignor.
18
h.
Prosecute
or
defend
a
litigation
pending
on
the
effective
19
date
of
the
assignment
agreement
in
favor
of
or
against
the
20
assignor
in
the
manner
and
with
the
same
effect
as
the
assignor
21
could
have
done
if
the
assignment
had
not
been
made.
22
i.
Recover
an
asset
in
the
manner
and
with
the
same
effect
23
as
the
assignor
could
have
done
if
the
assignment
had
not
been
24
made.
25
j.
Settle
claims
against
the
assignment
estate.
26
k.
Abandon
an
assigned
asset.
27
l.
Subject
to
subsections
3
and
5,
avoid
a
transfer
or
the
28
incurrence
of
an
obligation
which
a
creditor
that
has
filed
29
a
proof
of
claim
could
have
avoided
under
other
law
if
the
30
assignment
had
not
been
made.
31
m.
Invest
funds,
subject
to
applicable
prudent
investor
32
standards
under
other
law.
33
3.
The
power
under
subsection
2,
paragraph
“1”
,
is
exclusive
34
to
the
assignee
with
respect
to
a
creditor
that
submits
a
proof
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of
claim.
A
recovery
by
the
assignee
in
the
exercise
of
this
1
power
must
be
for
the
benefit
of
the
assignment
estate
but
may
2
not
exceed
the
amount,
asset,
or
other
value
the
creditor
could
3
have
obtained
by
the
avoidance.
4
4.
For
the
purpose
of
exercising
the
assignee’s
power
under
5
subsection
2,
paragraph
“1”
,
exercising
a
voidable-transaction
6
remedy,
or
otherwise
establishing
the
priority
of
the
7
assignee’s
interest,
an
assignee
has
a
lien
on
the
assignment
8
estate
and
the
status
of
all
of
the
following:
9
a.
A
lien
creditor
under
section
554.9102,
subsection
1,
10
paragraph
“be”
,
subparagraph
(2),
as
to
an
asset
that
is
a
legal
11
or
equitable
interest
in
personal
property
or
fixtures.
12
b.
A
bona
fide
purchaser
as
to
an
asset
that
is
a
legal
13
or
equitable
interest
in
real
property,
other
than
fixtures,
14
located
in
this
state.
15
c.
A
bona
fide
purchaser
under
the
law
of
another
state
16
as
to
an
asset
that
is
a
legal
or
equitable
interest
in
real
17
property,
other
than
fixtures,
located
in
the
other
state.
18
5.
An
assignee’s
power
under
subsection
2,
paragraph
19
“1”
,
to
avoid
a
transfer
made
before
the
effective
date
of
20
the
assignment
agreement,
under
or
in
connection
with
a
swap
21
agreement,
securities
contract,
commodity
contract,
forward
22
contract,
repurchase
agreement,
or
master
netting
agreement,
23
is
limited
to
the
extent
a
trustee
would
not
have
the
power
to
24
avoid
the
transfer
under
the
federal
bankruptcy
code,
11
U.S.C.
25
§101
et
seq.,
as
amended.
26
6.
An
assignee
shall
exercise
the
powers
under
this
section
27
consistent
with
the
assignee’s
fiduciary
duty
under
section
28
681A.9,
subsection
1.
29
Sec.
11.
NEW
SECTION
.
681A.11
Allowed
claim.
30
1.
An
assignee
shall
allow
a
creditor’s
claim
if
all
of
the
31
following
apply:
32
a.
The
creditor
submits
a
proof
of
claim
in
compliance
with
33
section
681A.13.
34
b.
The
assignee
does
not
dispute
the
claim
under
section
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681A.12
before
final
distribution.
1
2.
An
assignee
may
do
any
of
the
following:
2
a.
Allow
a
claim,
pay
a
known
liquidated
claim,
or
accept
3
a
notice
to
the
assignee
of
a
claim
received
by
the
date
4
established
by
the
assignee
under
section
681A.9,
subsection
2,
5
paragraph
“f”
,
even
if
the
creditor
does
not
submit
a
proof
of
6
claim.
7
b.
Allow
and
pay
a
claim
evidenced
by
a
late-filed
proof
of
8
claim,
if
the
assignee
determines
there
is
a
reasonable
basis
9
for
excusing
the
late
filing.
10
3.
Any
unsecured
portion
of
an
allowed
claim
shall
be
valued
11
as
of
the
effective
date
of
the
assignment
agreement.
12
4.
A
creditor’s
claim
is
allowed
if
the
creditor
succeeds
in
13
a
dispute
under
section
681A.12,
subsection
2.
14
5.
Subject
to
subsection
6,
after
expiration
of
the
time
15
for
submitting
a
proof
of
claim,
the
assignee
shall
create
a
16
complete
list
of
creditors
that
have
submitted
a
proof
of
claim
17
in
compliance
with
section
681A.13.
For
each
creditor’s
claim,
18
the
list
must
state
all
of
the
following:
19
a.
The
amount
of
the
claim,
if
the
amount
is
known
to
the
20
assignee.
21
b.
Whether
the
claim
is
secured
or
unsecured
and,
if
22
secured,
describe
the
collateral
for
the
claim.
23
6.
If
a
class
of
creditors
will
receive
no
distribution
on
24
account
of
allowed
claims,
the
assignee
shall
send
a
notice
25
in
a
record
to
each
creditor
in
that
class
that
the
creditor
26
will
receive
no
distribution
instead
of
the
list
required
in
27
subsection
5.
28
7.
If
requested
by
a
creditor
or
other
party
with
an
29
interest
in
the
assignment
estate,
the
assignee
shall
provide
30
the
list
created
under
subsection
5
to
the
person
making
the
31
request
to
the
extent
permitted
by
privacy
laws
and
subject
32
to
any
privacy
safeguards
the
assignee
determines
in
the
33
assignee’s
business
judgment
are
reasonably
necessary.
34
Sec.
12.
NEW
SECTION
.
681A.12
Disputed
and
disallowed
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claims.
1
1.
An
assignee
may
dispute
a
creditor’s
claim
before
final
2
distribution
by
sending
notification
in
a
record
stating
the
3
nature
of
the
assignee’s
dispute
to
the
creditor.
4
2.
If
a
dispute
cannot
be
resolved
consensually,
the
5
assignee
may
commence
a
proceeding
under
section
681A.21
to
6
disallow
the
claim.
The
assignee
must
commence
the
proceeding
7
before
final
distribution
under
section
681A.15.
If
the
8
proceeding
is
not
filed
before
final
distribution,
the
assignee
9
shall
allow
the
claim
under
section
681A.11.
10
3.
An
assignee
shall
create
a
dollar-for-dollar
reserve
11
for
the
estimated
amount
of
the
potential
distribution
on
a
12
disputed
claim.
13
4.
Subject
to
subsection
2,
an
assignee
shall
disallow
a
14
claim
for
reimbursement
or
contribution
of
a
person
that
is
15
liable
with
the
assignor
on,
or
that
has
secured,
the
claim,
16
to
the
extent:
17
a.
The
claim
against
the
assignment
estate
is
disallowed.
18
b.
The
claim
for
reimbursement
or
contribution
is
contingent
19
as
of
the
time
of
allowance
or
disallowance.
20
c.
The
person
asserts
a
right
of
subrogation
to
the
rights
21
of
a
creditor.
22
5.
A
claim
for
reimbursement
or
contribution
of
a
person
23
liable
with
the
assignor
on,
or
that
has
secured,
the
claim
24
that
becomes
fixed
after
the
effective
date
of
the
assignment
25
agreement
shall
be
determined,
and
shall
be
allowed
or
26
disallowed,
subject
to
subsection
2,
as
if
the
claim
had
become
27
fixed
before
the
effective
date
of
the
assignment
agreement.
28
6.
An
assignee
may
reconsider
the
assignee’s
decision
29
to
allow
or
disallow
a
claim
for
cause.
If
a
reconsidered
30
claim
is
allowed
under
section
681A.11,
before
the
assignee
31
makes
additional
payments
or
transfers
to
other
creditors
that
32
are
equal
or
junior
in
priority
under
section
681A.15
to
the
33
reconsidered
claim,
the
creditor
with
the
reconsidered
claim
34
shall
receive
a
payment
or
transfer
in
an
amount
proportionate
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in
value
to
the
payments
or
transfers
already
received
by
1
the
other
creditors.
This
subsection
does
not
modify
the
2
assignee’s
right
under
other
law
to
recover
from
a
creditor
3
an
excess
payment
or
transfer
made
to
the
creditor.
If
a
4
reconsidered
claim
is
disallowed,
the
assignee
shall
comply
5
with
subsections
2
and
3.
6
Sec.
13.
NEW
SECTION
.
681A.13
Proof
of
claim.
7
1.
A
proof
of
claim
must
do
all
of
the
following:
8
a.
State
the
name,
address,
and
other
contact
information
9
reasonably
necessary
to
communicate
with
the
creditor.
10
b.
State
the
amount
of
the
claim.
11
c.
Briefly
state
the
nature
of
the
claim.
12
d.
Identify
any
asset
of
the
assignment
estate
securing
the
13
claim.
14
e.
Be
signed
by
the
creditor
under
penalty
of
perjury.
15
f.
Include
a
copy
of
a
record,
if
any,
on
which
the
claim
is
16
based.
17
g.
Be
submitted
using
the
method
established
under
section
18
681A.9,
subsection
2,
paragraph
“e”
.
19
h.
Be
submitted
by
the
date
established
by
the
assignee
20
under
section
681A.9,
subsection
2,
paragraph
“f”
.
21
2.
A
proof
of
claim
submitted
in
compliance
with
this
22
section
is
prima
facie
evidence
of
the
validity
and
amount
of
23
the
claim.
24
3.
The
submission
by
a
creditor
of
a
proof
of
claim
in
25
compliance
with
this
section
constitutes
all
of
the
following:
26
a.
The
creditor’s
consent
to
the
jurisdiction
of
the
court
27
under
section
681A.21.
28
b.
Assignment
to
the
assignee
of
any
right
of
the
creditor
29
to
bring
a
voidable
transaction
action
relating
to
the
30
creditor’s
claim.
31
Sec.
14.
NEW
SECTION
.
681A.14
Rights
of
transferees.
32
1.
An
assignee’s
disposition
of
an
asset
does
all
of
the
33
following:
34
a.
Transfers
to
a
transferee
for
value
all
of
the
assignee’s
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rights
in
the
asset.
1
b.
Discharges
the
assignee’s
lien
and,
to
the
extent
2
the
assignment
creates
a
security
interest
in
favor
of
the
3
assignee,
the
assignee’s
security
interest.
4
c.
Discharges
any
subordinate
security
interest
or
other
5
lien
subordinate
to
the
assignee’s
lien.
6
2.
A
transferee
that
acts
in
good
faith
takes
free
of
the
7
rights
and
interests
described
in
subsection
1,
even
if
the
8
assignee
fails
to
comply
with
this
chapter
or
the
requirements
9
of
a
judicial
proceeding.
10
3.
If
a
transferee
does
not
take
free
of
the
rights
and
11
interests
described
in
subsection
1,
the
transferee
takes
the
12
asset
subject
to
all
of
the
following:
13
a.
The
assignee’s
rights
in
the
assets
of
the
assignment
14
estate.
15
b.
The
assignee’s
lien
and,
if
applicable,
security
16
interest.
17
c.
Any
other
security
interest
or
other
lien.
18
4.
Unless
otherwise
provided
in
a
record,
any
warranty
19
arising
by
operation
of
other
law
is
disclaimed
to
the
extent
20
permitted
by
other
law.
21
5.
If
a
subordinate
security
interest
or
other
lien
22
is
discharged
under
this
section,
the
assignee
may
file
23
a
record
with
the
official
or
office
responsible
for
24
maintaining
an
official
filing,
recording,
registration,
or
25
certificate-of-title
system
covering
the
asset
secured
by
26
the
security
interest
or
other
lien.
The
record
must
state
27
that
the
security
interest
or
other
lien
is
discharged
as
a
28
subordinate
security
interest
or
other
lien
in
connection
with
29
a
disposition
under
an
assignment
for
the
benefit
of
creditors
30
of
the
assignor
whose
asset
is
subject
to
the
security
interest
31
or
other
lien.
32
Sec.
15.
NEW
SECTION
.
681A.15
Distributions.
33
1.
In
this
section,
“protected
secured
creditor”
means
a
34
secured
creditor,
if
all
of
the
following
apply
to
the
secured
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creditor’s
lien:
1
a.
It
is
a
perfected
lien.
2
b.
It
cannot
be
avoided
by
the
assignee
under
section
3
681A.10,
subsection
2,
paragraph
“l”
.
4
c.
It
is
not
subordinate
to
the
assignee’s
lien.
5
2.
Except
as
provided
in
section
681A.16,
the
assignee
shall
6
pay
claims
from
the
assignment
estate
allowed
under
section
7
681A.11
in
the
order
of
priority
stated
in
this
section.
8
3.
Unless
otherwise
agreed
between
the
assignee
and
9
a
protected
secured
creditor,
before
distributions
under
10
subsections
4,
5,
6,
and
7,
and
in
accordance
with
the
11
priorities
of
creditors
with
liens
under
other
law,
the
12
protected
secured
creditor
shall
receive
the
asset
or
the
13
proceeds
from
the
collection
on
or
disposition
of
the
asset
to
14
the
extent
of
the
value
of
the
protected
secured
creditor’s
15
interest
in
the
asset,
less
the
assignee’s
reasonable
and
16
necessary
expenses
of
preserving
or
disposing
of
the
asset
17
to
the
extent
the
expenses
benefit
the
protected
secured
18
creditor
and
are
incurred
with
the
protected
secured
creditor’s
19
consent
or
acquiescence.
The
protected
secured
creditor
has
20
an
unsecured
claim
under
subsection
7,
paragraph
“b”
,
for
the
21
amount
of
the
claim
that
remains
after
deducting
the
amount
22
or
value
of
an
asset
the
protected
secured
creditor
receives
23
under
this
subsection.
To
the
extent
a
claim
is
secured
by
an
24
asset
the
value
of
which,
after
the
deductions
provided
under
25
this
subsection,
is
greater
than
the
amount
of
the
claim,
the
26
protected
secured
creditor
may
receive
interest
on
the
claim
27
and
any
reasonable
fees,
costs,
or
charges
provided
for
under
28
the
agreement
or
other
law
under
which
the
claim
arose.
29
4.
After
the
distributions
under
subsection
3,
the
assignee
30
shall
pay
the
necessary
costs
of
the
administration
of
the
31
assignment
estate.
The
costs
include
all
of
the
following:
32
a.
Fees
and
reimbursements
of
the
expenses
of
the
assignee
33
and
any
professionals
engaged
by
the
assignee.
34
b.
Post-assignment
taxes
incurred
by
the
assignee.
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c.
Post-assignment
rent
incurred
by
the
assignee
in
1
occupying
premises
on
which
assets
of
the
assignment
estate
are
2
located
or
the
business
of
the
assignor
is
conducted.
3
d.
Post-assignment
lease
payments
incurred
by
the
assignee
4
in
renting
personal
property
used
in
the
business
of
the
5
assignor.
6
e.
Amounts
required
to
be
paid
under
the
assignment
7
agreement
for
expenses
of
winding
up
the
assignment
under
8
section
681A.19.
9
5.
After
the
distributions
under
subsections
3
and
4,
the
10
assignee
shall
pay
claims
entitled
to
priority
under
federal
11
law
including
under
31
U.S.C.
§3713,
as
amended,
from
the
12
assignment
estate.
13
6.
After
the
distributions
under
subsections
3,
4,
and
14
5,
the
assignee
shall
pay
claims
from
the
assignment
estate
15
for
wages,
salaries,
or
commissions
earned
not
more
than
one
16
hundred
eighty
days
before
the
earlier
of
the
effective
date
17
of
the
assignment
agreement
or
the
cessation
of
the
assignor’s
18
business.
Payment
shall
be
limited
to
the
greater
of
the
19
following:
20
a.
The
amount
of
the
claim
allowed
as
a
priority
claim
21
ahead
of
claims
of
other
unsecured
creditors
under
the
federal
22
bankruptcy
code,
11
U.S.C.
§101
et
seq.,
as
amended.
23
b.
The
amount
allowed
as
a
priority
claim
ahead
of
claims
of
24
other
unsecured
creditors
under
applicable
nonbankruptcy
law.
25
7.
After
the
distributions
under
subsections
3,
4,
5,
and
6,
26
each
creditor
shall
receive
a
distribution
of
the
assets
of
the
27
assignment
estate
in
the
following
order
of
priority:
28
a.
Unsecured
claims
entitled
to
priority
ahead
of
claims
of
29
other
unsecured
creditors
under
other
law.
30
b.
Unsecured
claims
not
entitled
to
priority.
31
8.
If
the
assets
available
for
distribution
to
claims
with
32
equal
priority
under
subsection
7
are
insufficient
to
pay
the
33
total
amount
of
the
claims
with
that
priority,
each
creditor
34
with
a
claim
with
that
priority
shall
receive
a
pro
rata
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distribution
of
the
available
assets
based
on
the
proportion
1
the
amount
of
the
creditor’s
claim
bears
to
the
total
amount
of
2
the
claims
with
that
priority.
3
9.
If
the
claims
entitled
to
the
distribution
under
4
subsections
3,
4,
5,
6,
and
7
are
paid
in
full,
the
residue
5
shall
be
distributed
to
allowed
claims
evidenced
by
a
6
late-filed
proof
of
claim,
other
than
a
late-filed
claim
7
allowed
by
the
assignee
under
section
681A.11,
subsection
2,
8
paragraph
“b”
,
and,
after
the
allowed
claims
evidenced
by
a
9
late-filed
proof
of
claim
have
been
paid
in
full,
as
provided
10
in
the
assignment
agreement.
11
10.
An
assignee
may
make
interim
distributions
after
12
considering
future
expenses
and
the
reserves
for
disputed
13
claims
established
under
section
681A.12,
subsection
3.
14
Sec.
16.
NEW
SECTION
.
681A.16
Claim
subordination.
15
1.
A
subordination
agreement
is
enforceable
under
this
16
chapter
to
the
same
extent
the
agreement
is
enforceable
under
17
other
law.
18
2.
Subject
to
subsection
3,
all
of
the
following
claims
are
19
subordinate
to
a
claim
or
interest
that
is
senior
or
equal
in
20
priority
to
a
claim
or
interest
represented
by
a
security
or
21
other
equity
interest
in
the
assignor
or
an
affiliate
of
the
22
assignor:
23
a.
A
claim
arising
from
rescission
of
a
purchase
or
sale
of
24
the
security
or
other
equity
interest.
25
b.
A
claim
for
damages
arising
from
the
purchase
or
sale
of
26
the
security
or
other
equity
interest.
27
c.
A
claim
for
reimbursement
or
contribution
allowed
on
28
account
of
the
rescission
or
damage
claim.
29
3.
If
the
security
is
common
stock
or
another
common
equity
30
interest,
a
claim
subject
to
subordination
under
subsection
2
31
has
the
same
priority
as
common
stock
or
another
common
equity
32
interest.
33
Sec.
17.
NEW
SECTION
.
681A.17
Liability.
34
1.
An
assignor
is
not
personally
liable
for
an
act
or
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omission
by
the
assignee.
1
2.
An
assignee
is
not
personally
liable
for
an
act
or
2
omission
by
the
assignor.
3
3.
A
representative
designated
by
an
assignor
under
section
4
681A.8,
subsection
2,
paragraph
“d”
,
is
exculpated
to
the
same
5
extent
as
a
person
acting
on
behalf
of
the
assignor
under
other
6
law
had
there
been
no
assignment,
except
for
an
act
or
omission
7
resulting
from
the
representative’s
gross
negligence
or
willful
8
misconduct.
9
4.
A
term
of
an
assignment
agreement
relieving
the
assignee
10
of
liability
is
unenforceable
to
the
extent
the
agreement
11
relieves
the
assignee
of
liability
for
an
act
or
omission
12
committed
in
bad
faith
or
with
reckless
indifference
to
the
13
purposes
of
the
assignment
or
the
interests
of
the
creditors
of
14
the
assignment
estate.
15
5.
Subject
to
subsection
6,
an
assignee
is
personally
liable
16
for
breach
of
a
fiduciary
duty
under
section
681A.9,
subsection
17
1.
If
the
assignee
is
liable
all
of
the
following
apply:
18
a.
The
assignee
is
personally
liable
to
a
creditor
for
an
19
individualized
harm
to
the
creditor
if
the
harm
is
not
shared
20
by
all
creditors
or
a
class
of
creditors.
21
b.
The
assignee
is
personally
liable
to
the
assignment
22
estate
for
a
harm
shared
by
all
creditors
or
a
class
of
23
creditors.
24
6.
An
assignee
is
not
liable
if,
in
the
performance
of
the
25
assignee’s
duties
and
exercise
of
the
assignee’s
powers,
the
26
assignee
relies
in
good
faith
on
any
of
the
following:
27
a.
A
record
of
the
assignor.
28
b.
Information,
an
opinion,
a
report,
or
a
statement
29
presented
to
the
assignee
by
the
assignor’s
officer
or
30
employee,
a
committee
of
the
assignor’s
board
of
directors,
an
31
independent
director
or
manager
of
the
assignor,
or
another
32
representative
of
the
assignor.
33
c.
Information,
an
opinion,
a
report,
or
a
statement
34
presented
to
the
assignee
by
another
person
that
has
been
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selected
with
reasonable
care
by
or
on
behalf
of
the
assignee
1
as
to
a
matter
the
assignee
reasonably
believes
is
within
the
2
other
person’s
professional
or
expert
competence.
3
Sec.
18.
NEW
SECTION
.
681A.18
Assignee
removal
——
successor
4
assignee.
5
1.
The
assignor
or
a
creditor
may
request
the
district
6
court
to
remove
the
assignee,
if
the
assignor
or
creditor
has
a
7
reasonable
belief
grounds
for
removal
exist
under
subsection
2.
8
2.
After
a
request
under
subsection
1
or
on
the
district
9
court’s
initiative
in
an
action
pending
before
the
court
under
10
section
681A.21,
the
court
may
remove
an
assignee
based
on
any
11
of
the
following:
12
a.
For
cause,
including
the
assignee’s
fraud,
dishonesty,
13
incompetence,
gross
mismanagement,
or
failure
to
comply
with
14
this
chapter.
15
b.
If
removal
of
the
assignee
best
serves
the
interests
of
16
the
creditors.
17
3.
After
an
assignee
resigns,
or
is
removed,
dies,
or
18
becomes
incapacitated,
a
successor
assignee
provided
for
in
the
19
assignment
agreement
becomes
the
assignee,
unless
the
successor
20
assignee
is
not
eligible
to
be
an
assignee
under
section
21
681A.4,
subsection
1,
or
is
subject
to
removal
under
subsection
22
2.
A
court
shall
appoint
a
successor
assignee
if
any
of
the
23
following
apply:
24
a.
The
assignment
agreement
does
not
provide
for
a
successor
25
assignee.
26
b.
The
successor
assignee
provided
for
in
the
assignment
27
agreement
is
ineligible
to
be
an
assignee
under
section
681A.4,
28
subsection
1,
or
is
subject
to
removal
under
subsection
2.
29
4.
Subject
to
section
681A.17,
an
assignee
that
resigns,
or
30
is
removed,
dies,
or
becomes
incapacitated,
is
discharged
from
31
the
assignee’s
duties
under
this
chapter
when
the
assignee,
or
32
a
representative
of
a
deceased
or
incapacitated
assignee
does
33
all
of
the
following:
34
a.
Accounts
for
and
turns
over
to
the
successor
assignee
all
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assets
of
the
assignment
estate.
1
b.
Submits
to
creditors
a
report
summarizing
the
receipts
2
and
disbursements
made
during
the
service
of
the
assignee.
3
5.
Subject
to
an
applicable
privilege,
a
court
may
order
an
4
attorney,
accountant,
or
other
person
that
has
information
in
5
a
record
relating
to
the
assignment
estate
or
the
assignor’s
6
financial
affairs
to
turn
over
or
disclose
the
record
to
the
7
successor
assignee.
8
Sec.
19.
NEW
SECTION
.
681A.19
Winding
up.
9
1.
On
completion
of
an
assignee’s
duties,
the
assignee
shall
10
send
a
creditor
whose
claim
is
allowed
under
section
681A.11,
11
and
not
satisfied
in
full,
a
final
accounting
sufficient
to
12
inform
the
creditor
of
all
material
aspects
of
the
assignment,
13
including
all
of
the
following:
14
a.
A
description
of
the
actions
taken
by
the
assignee
under
15
the
assignment.
16
b.
A
summary
of
the
assets
received
by
the
assignee
at
the
17
commencement
of
the
assignment
and
the
assets
received
by
the
18
assignee
during
the
assignment.
19
c.
A
summary
of
disbursements
made
by
the
assignee
20
during
the
assignment
for
the
purpose
of
administering
the
21
assignment
estate,
including
the
fees
charged
by
the
assignee,
22
and
payments
to
professionals,
for
rent,
and
for
business
23
purchases.
24
d.
A
summary
of
collections
and
dispositions
of
assets
by
25
the
assignee.
26
e.
A
summary
of
distributions
made
or
proposed
to
be
made
by
27
the
assignee
for
creditor
claims.
28
f.
A
description
of
additional
work
to
be
done
by
the
29
assignee
to
complete
the
administration
of
the
assignment
30
estate
and
the
distributions
under
section
681A.15.
31
g.
Other
information
considered
reasonably
necessary
by
the
32
assignee.
33
2.
Except
as
otherwise
provided
in
the
final
accounting
or
34
if
the
assignee
has
not
fulfilled
the
assignee’s
duties
under
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this
chapter,
the
assignee
is
discharged
from
the
assignee’s
1
duties
under
this
chapter
when
the
assignee
sends
the
final
2
accounting
and
distributes
all
the
assets
of
the
assignment
3
estate.
4
3.
If
the
final
accounting
describes
additional
work
under
5
subsection
1,
paragraph
“f”
,
the
assignee
shall
exercise
the
6
powers
appropriate
to
complete
the
work.
7
Sec.
20.
NEW
SECTION
.
681A.20
Interstate
matters.
8
1.
Subject
to
subsection
2,
an
assignment
made
under
the
law
9
of
another
state
must
be
recognized
and
enforced
on
an
issue
10
if
the
result
for
the
issue
would
be
substantially
similar
to
11
the
result
for
the
issue
if
the
assignment
had
been
made
under
12
this
chapter.
13
2.
If
a
claim
for
wages,
salaries,
or
commissions
or
a
claim
14
of
a
governmental
unit
exists
in
another
state,
for
the
purpose
15
of
determining
the
priority
of
the
claim
under
section
681A.15,
16
subsection
6,
paragraph
“b”
,
the
assignee
shall
use
the
amount
17
asserted
or
determined
under
the
law
of
the
other
state.
18
3.
If
an
assignee
determines
that
a
creditor
should
receive
19
the
treatment
the
creditor
would
receive
under
an
assignment
20
made
under
the
law
of
another
state,
the
assignee
may
treat
the
21
creditor
as
the
creditor
would
be
treated
in
the
other
state.
22
Sec.
21.
NEW
SECTION
.
681A.21
Court
action.
23
1.
A
district
court
may
hear
and
resolve
a
matter
involving
24
the
administration
of
an
assignment
or
the
exercise
of
25
an
assignee’s
powers
and
duties,
including
a
request
for
26
instructions
or
approval
or
to
declare
rights.
27
2.
Without
limiting
the
rights
of
the
assignee
or
a
28
creditor
or
other
interested
person
to
request
the
court
29
to
hear
or
resolve
a
matter
under
subsection
1,
on
request
30
of
the
assignee,
the
court
may
issue
an
order
relating
to
31
the
administration
of
the
assignment
or
the
exercise
of
32
the
assignee’s
powers
and
duties,
including
an
order
for
33
disposition
of
an
asset
or
the
incurrence
of
an
obligation.
34
3.
Acceptance
of
the
assignment
by
the
assignee
constitutes
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the
assignee’s
consent
to
the
jurisdiction
of
the
court.
1
Sec.
22.
NEW
SECTION
.
681A.22
Ancillary
assignee.
2
1.
Subject
to
other
law
of
this
state
governing
a
person
3
from
another
state
serving
as
a
fiduciary
in
this
state,
the
4
district
court
may
appoint
a
person
serving
as
an
assignee
in
5
an
assignment
in
another
state,
or
the
person’s
nominee,
as
an
6
ancillary
assignee
relating
to
assigned
assets
located
in
this
7
state
or
subject
to
the
jurisdiction
of
a
court
in
this
state,
8
if
all
of
the
following
apply:
9
a.
The
person
or
nominee
would
be
eligible
to
serve
as
an
10
assignee
under
section
681A.4.
11
b.
The
appointment
furthers
the
person’s
possession,
12
custody,
control,
or
disposition
of
an
assigned
asset
under
the
13
assignment
in
the
other
state.
14
2.
The
court
may
issue
an
order
that
implements
an
order
15
entered
in
another
state
appointing
or
directing
an
assignee
or
16
otherwise
concerning
an
assignment
in
the
other
state.
17
3.
Unless
the
court
orders
otherwise,
an
ancillary
assignee
18
appointed
under
subsection
1
has
the
rights,
powers,
and
duties
19
of
an
assignee
appointed
under
this
chapter.
20
4.
A
person
in
possession,
custody,
or
control
of
an
21
assigned
asset
in
this
state,
other
than
a
creditor
holding
a
22
lien
or
a
right
of
setoff
or
recoupment
relating
to
the
asset,
23
shall,
on
notification
in
a
record
by
an
ancillary
assignee
24
appointed
under
subsection
1,
turn
over
the
asset
to
the
25
ancillary
assignee.
26
Sec.
23.
NEW
SECTION
.
681A.23
Provisions
variable
by
27
agreement.
28
1.
Except
as
provided
in
this
section
and
section
681A.10,
29
subsection
2,
the
provisions
of
this
chapter
shall
not
be
30
varied
by
agreement.
31
2.
The
duties
under
section
681A.8,
subsection
1,
and
32
section
681A.9,
subsection
1,
shall
not
be
disclaimed
by
33
agreement.
An
assignor
and
the
assignee
may
determine
by
34
agreement
the
standards
measuring
the
fulfillment
of
the
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duties
of
the
assignor
under
section
681A.8
and
the
assignee
1
under
section
681A.9
if
the
standards
are
not
manifestly
2
unreasonable.
3
3.
Except
as
provided
in
section
681A.17,
subsection
4,
the
4
assignment
agreement
may
limit
the
assignee’s
liability
under
5
section
681A.17
and
may
require
the
assignee
be
indemnified
by
6
the
assignment
estate.
7
4.
Except
as
provided
under
section
681A.7,
subsection
1,
8
whenever
this
chapter
requires
an
action
to
be
taken
within
9
a
reasonable
time,
a
time
not
manifestly
unreasonable
may
be
10
fixed
by
agreement.
11
5.
The
assignment
agreement
may
provide
for
duties
of
the
12
assignee
in
addition
to
those
in
this
chapter.
13
Sec.
24.
NEW
SECTION
.
681A.24
Uniformity
of
application
14
and
construction.
15
In
applying
and
construing
this
uniform
act,
a
court
shall
16
consider
the
promotion
of
uniformity
of
the
law
among
states
17
that
enact
it.
18
Sec.
25.
NEW
SECTION
.
681A.25
Relation
to
Electronic
19
Signatures
in
Global
and
National
Commerce
Act.
20
This
chapter
modifies,
limits,
or
supersedes
the
Electronic
21
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
22
et
seq.,
as
amended,
but
does
not
modify,
limit,
or
supersede
23
15
U.S.C.
§7001(c),
or
authorize
electronic
delivery
of
any
of
24
the
notices
described
in
15
U.S.C.
§7003(b).
25
Sec.
26.
NEW
SECTION
.
681A.26
Transitional
provision.
26
This
chapter
applies
to
an
assignment
made
on
or
after
the
27
effective
date
of
this
Act.
28
Sec.
27.
REPEAL.
Chapter
681,
Code
2026,
is
repealed.
29
DIVISION
II
30
COORDINATING
PROVISIONS
31
PART
A
32
FRANCHISES
33
Sec.
28.
Section
523H.7,
subsection
3,
paragraph
b,
Code
34
2026,
is
amended
to
read
as
follows:
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b.
All
or
a
substantial
part
of
the
assets
of
the
franchise
1
or
the
business
to
which
the
franchisee
relates
are
assigned
to
2
or
for
the
benefit
of
any
creditor
which
is
subject
to
chapter
3
681
681A
.
An
assignment
for
the
benefit
of
any
creditor
4
pursuant
to
this
paragraph
does
not
include
the
granting
of
a
5
security
interest
in
the
normal
course
of
business.
6
Sec.
29.
Section
537A.10,
subsection
7,
paragraph
c,
7
subparagraph
(2),
Code
2026,
is
amended
to
read
as
follows:
8
(2)
All
or
a
substantial
part
of
the
assets
of
the
franchise
9
or
the
business
to
which
the
franchisee
relates
are
assigned
to
10
or
for
the
benefit
of
any
creditor
which
is
subject
to
chapter
11
681
681A
.
An
assignment
for
the
benefit
of
any
creditor
12
pursuant
to
this
subparagraph
does
not
include
the
granting
of
13
a
security
interest
in
the
normal
course
of
business.
14
PART
B
15
JUDICIAL
ADMINISTRATION
16
Sec.
30.
Section
602.8102,
subsection
122,
Code
2026,
is
17
amended
to
read
as
follows:
18
122.
Carry
out
duties
relating
to
the
assignment
of
property
19
for
the
benefit
of
creditors
as
provided
in
chapter
681
681A
.
20
PART
C
21
TRANSFER
TAX
22
Sec.
31.
Section
428A.2,
Code
2026,
is
amended
by
adding
the
23
following
new
subsection:
24
NEW
SUBSECTION
.
23.
The
transfer
of
property
from
an
25
assignor
to
an
assignee
pursuant
to
an
assignment
agreement
26
under
chapter
681A.
27
DIVISION
III
28
EFFECTIVE
DATE
29
Sec.
32.
EFFECTIVE
DATE.
This
Act
takes
effect
January
1,
30
2027.
31
EXPLANATION
32
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
33
the
explanation’s
substance
by
the
members
of
the
general
assembly.
34
GENERAL.
This
bill
is
based
on
the
“Uniform
Assignment
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for
Benefit
of
Creditors
Act”
approved
and
recommended
by
the
1
uniform
law
commission
in
2025
for
enactment
by
all
states.
2
The
bill
repeals
Code
chapter
681
which
governs
the
same
3
subject.
4
BACKGROUND.
An
assignment
for
the
benefit
of
creditors
5
(commonly
referred
to
as
“ABC”)
allows
one
party
to
facilitate
6
the
liquidation
of
the
person’s
assets
by
transferring
the
7
assets
to
a
disinterested
party
who
acts
as
a
fiduciary
8
supervising
the
distribution
of
the
assets
to
pay
creditor
9
claims.
The
process
is
governed
under
state
law
as
an
10
alternative
to
a
federal
bankruptcy
proceeding.
11
DIVISION
I
——
BILL’S
PRINCIPAL
PROVISIONS
——
TERMINOLOGY.
12
Under
the
bill,
the
person
seeking
to
liquidate
assets
is
13
referred
to
as
an
assignor
and
the
fiduciary
is
referred
to
14
as
the
assignee.
The
assignor
and
assignee
act
in
accordance
15
with
an
assignment
agreement
entered
into
by
the
parties.
16
Therefore,
the
liquidation
is
governed
by
agreement
rather
17
than
by
court
order.
An
assigned
asset
refers
to
an
asset
18
transferred
under
an
assignment
agreement.
An
assigned
asset
19
includes
any
legal
or
equitable
interest
in
the
property
20
of
an
assignor,
regardless
of
whether
the
assignor
is
in
21
possession
or
control
of
the
property.
The
transferred
assets
22
covered
under
the
assignment
agreement
becomes
part
of
an
23
assignment
estate
administered
by
the
assignee
for
the
benefit
24
of
creditors.
A
creditor’s
proof
of
claim
refers
to
a
record
25
required
to
be
submitted
to
an
assignee
by
a
creditor
that
26
evidences
the
creditor’s
claim
to
an
assigned
asset.
A
person
27
is
considered
a
protected
secured
creditor
if
the
person
holds
28
a
perfected
lien
that
cannot
be
avoided
by
the
assignee
and
is
29
superior
to
the
assignee’s
lien.
30
DIVISION
I
——
BILL’S
PRINCIPAL
PROVISIONS
——
POWERS
AND
31
DUTIES
OF
THE
ASSIGNOR,
ASSIGNEE,
AND
CREDITORS.
The
assignor
32
has
the
duty
to
cooperate
with
the
assignee
to
assist
in
33
administering
the
assignment
estate.
The
assignor
must
provide
34
the
assignee
a
list
of
the
assigned
assets,
together
with
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creditor
and
employee
information.
The
assignee
must
notify
1
creditors
known
to
the
assignee
of
the
assignment.
An
assigned
2
asset
is
subject
to
any
existing
lien
or
security
interest
that
3
is
not
capable
of
being
avoided
by
the
assignee.
A
transfer
4
of
assets
is
presumably
governed
under
the
“Uniform
Voidable
5
Transactions
Act”
(Code
chapter
684).
Unless
the
assignment
6
agreement
otherwise
provides,
the
assignee
has
the
same
rights
7
and
duties
over
the
assigned
assets
as
did
the
assignor
prior
8
to
the
assignment
(e.g.,
to
operate
the
assignor’s
business,
9
incur
debt,
pay
expenses,
and
assert
or
defend
claims
related
10
to
administering
the
assigned
estate).
The
assignee
may
also
11
avoid
certain
claims
that
the
assignor
could
have
avoided
if
12
there
had
not
been
an
assignment
agreement.
The
assignee
13
is
deemed
to
be
a
lien
creditor
against
the
assigned
assets
14
consisting
of
personal
property
and
fixtures
and
a
bona
fide
15
purchaser
of
assigned
assets
consisting
of
nonfixture
real
16
estate.
The
assignor
or
a
creditor
may
petition
the
district
17
court
to
remove
an
assignee
based
on
the
best
interests
of
the
18
creditors
(e.g.,
evidence
of
fraud,
dishonesty,
incompetence,
19
or
gross
mismanagement).
20
DIVISION
I
——
BILL’S
PRINCIPAL
PROVISIONS
——
DISTRIBUTIONS
21
TO
CREDITORS
AND
WINDING
UP
THE
ASSIGNMENT
ESTATE.
A
creditor
22
must
file
proof
of
a
claim
with
the
assignee
as
required
by
the
23
assignee.
The
assigned
assets
in
the
assignment
estate
are
24
distributed
to
creditors
whose
proof
of
a
claim
is
accepted
25
by
the
assignee
in
accordance
with
scheduled
priorities
26
including
by
class
of
creditors.
The
creditor’s
priority
is
27
established
by
law
outside
the
Code
chapter
(e.g.,
Code
chapter
28
554,
article
9).
A
creditor
holding
priority
status
includes
29
protected
secured
creditors
and
the
assignee
who
has
a
lien
on
30
the
assignment
estate
for
payment
of
the
assignee’s
fees
and
31
expenses.
If
there
are
not
sufficient
moneys
to
pay
creditors
32
with
equal
priority
in
full,
the
assignee
must
distribute
the
33
moneys
to
those
creditors
on
a
pro
rata
basis.
The
assignee
34
may
also
establish
reserve
moneys
for
disputed
claims
to
be
35
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determined
in
district
court,
and
for
winding
up
the
assignment
1
estate.
After
the
assignee
has
distributed
all
of
the
assets
2
of
the
assignment
estate
to
creditors,
the
assignee
must
send
3
a
final
accounting
to
the
creditors.
The
assignee
is
then
4
discharged
from
the
assignee’s
duties.
5
DIVISION
II
——
BILL’S
COORDINATING
AMENDMENTS.
The
bill
6
amends
several
Code
provisions
that
refer
to
Code
chapter
7
681,
including
provisions
governing
franchises,
including
8
the
termination
of
a
franchise
under
an
ABC
process
(Code
9
section
523H.7(3)(b)
and
Code
section
537A.10(7)(c)).
The
10
bill
replaces
those
references
with
references
to
Code
chapter
11
681A.
The
bill
similarly
revises
a
reference
from
Code
chapter
12
681
to
681A
in
a
provision
requiring
the
clerk
of
court
to
13
carry
out
duties
relating
to
the
assignment
of
property
for
the
14
benefit
of
creditors
(Code
section
602.8102(122)).
The
bill
15
provides
that
an
assignment
does
not
trigger
the
real
estate
16
transfer
tax
otherwise
imposed
on
the
transfer
of
real
property
17
(Code
section
428A.2).
Under
current
law,
there
is
no
similar
18
exemption.
19
DIVISION
III
——
BILL’S
EFFECTIVE
DATE.
The
bill
takes
effect
20
January
1,
2027.
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