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2402
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Introduced
SENATE
FILE
2402
BY
COMMITTEE
ON
JUDICIARY
(SUCCESSOR
TO
SSB
3165)
(COMPANION
TO
LSB
5534HV
BY
COMMITTEE
ON
JUDICIARY)
A
BILL
FOR
An
Act
providing
for
certain
business
entities
acting
under
1
the
jurisdiction
of
the
secretary
of
state
by
providing
2
for
the
removal
of
information
from
a
filing
based
on
a
3
sworn
affidavit
and
administrative
dissolution
based
on
the
4
response
to
interrogatories.
5
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
6
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DIVISION
I
1
PARTNERSHIPS
2
Section
1.
Section
486A.1205,
subsection
1,
Code
2026,
is
3
amended
to
read
as
follows:
4
1.
If
Except
as
provided
in
subsection
5,
if
a
document
5
delivered
to
the
office
of
the
secretary
of
state
for
filing
6
satisfies
the
requirements
of
section
486A.1201
,
the
secretary
7
of
state
shall
file
it
and
issue
any
necessary
certificate.
8
Sec.
2.
Section
486A.1205,
Code
2026,
is
amended
by
adding
9
the
following
new
subsection:
10
NEW
SUBSECTION
.
5.
a.
The
secretary
of
state
may
require
a
11
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
12
of
state
receives
credible
information
that
the
document
is
13
being
submitted
for
filing
fraudulently
or
may
be
used
to
14
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
15
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
16
any
of
the
following:
17
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
18
486A.1214A.
19
(2)
Information
provided
to
the
secretary
of
state
by
20
another
government
agency.
21
(3)
Information
collected
by
the
secretary
of
state
from
a
22
credible
third-party
data
set.
23
Sec.
3.
NEW
SECTION
.
486A.1214A
Statement
of
removal
——
24
removal
of
information
not
authorized
to
be
provided.
25
1.
a.
A
person
whose
name,
street
address,
mailing
address,
26
or
email
address
has,
without
that
person’s
authorization,
been
27
provided
to
the
secretary
of
state
as
that
of
the
registered
28
agent
or
of
the
principal
office
in
a
partnership’s
filing
may
29
deliver
to
the
secretary
of
state
a
notarized,
sworn
affidavit
30
of
unauthorized
use
that
does
all
of
the
following:
31
(1)
Identifies
the
partnership
registration
by
name
and
32
business
number.
33
(2)
Indicates
the
affiant’s
mailing
address.
34
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
35
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affiant
has
authorized
the
filing
identifying
the
affiant
as
1
the
registered
agent,
providing
the
affiant’s
street
address
2
or
mailing
address
as
an
address
of
the
registered
agent
or
3
principal
office,
or
providing
the
affiant’s
email
address
as
4
that
of
the
registered
agent.
5
b.
The
affiant
shall
specify
in
the
affidavit
of
6
unauthorized
use
the
information
that
was
not
authorized
to
be
7
provided.
8
c.
The
secretary
of
state
may
reject
an
affidavit
that
9
is
incomplete
or
that
the
secretary
of
state
believes
was
10
delivered
to
the
secretary
of
state
with
the
intent
to
harass
11
or
defraud
the
partnership
or
the
individual
named
as
affiant.
12
d.
The
office
of
the
secretary
of
state
shall
adopt
an
13
affidavit
of
unauthorized
use
form
in
accordance
with
this
14
section.
15
2.
The
secretary
of
state
shall
conduct
an
administrative
16
review
to
determine
whether
the
filing
was
authorized
to
17
identify
the
stated
information
as
applicable.
18
3.
If
the
secretary
of
state
concludes
that
the
filing
19
was
not
authorized
to
provide
the
information
identified
20
in
the
affidavit,
the
secretary
of
state
shall
promptly
21
file
a
statement
of
removal
with
respect
to
the
identified
22
information,
and
shall
promptly
cause
the
identified
23
information
to
cease
to
be
listed
as
identified
for
the
24
partnership.
25
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
26
filing
of
an
affidavit
of
unauthorized
use
under
subsection
27
1
or
a
statement
of
removal
under
subsection
3.
The
filing
28
office
shall
not
return
any
fee
paid
for
filing
the
partnership
29
filing
identified
in
the
affidavit.
30
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
31
state
shall
send
to
the
principal
office
address
or
registered
32
agent’s
mailing
address
on
record
for
the
partnership,
if
any,
33
a
notice
stating
that
the
statement
of
removal
has
been
filed
34
and
is
effective
immediately.
The
notice
shall
also
state
that
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the
partnership
is
without
a
registered
agent
or
registered
1
agent
address,
as
applicable.
2
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
3
chapter
17A
necessary
or
desirable
to
administer
this
section.
4
Sec.
4.
NEW
SECTION
.
486A.1214B
Interrogatories.
5
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
6
interrogatories
regarding
any
matter
that
pertains
to
a
7
partnership
and
that
is
within
the
purview
of
the
secretary
of
8
state
if
the
secretary
of
state
receives
credible
information
9
that
a
partnership
is
being
used
to
accomplish
a
fraudulent,
10
criminal,
or
unlawful
purpose.
11
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
12
any
of
the
following:
13
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
14
486A.1214A.
15
(2)
Information
provided
to
the
secretary
of
state
by
16
another
government
agency.
17
(3)
Information
collected
by
the
secretary
of
state
from
a
18
credible
third-party
data
set.
19
2.
The
secretary
of
state
shall
serve
such
interrogatories
20
on
the
partnership
that
is
the
subject
of
the
interrogatories
21
by
mail
at
the
address
of
the
registered
agent
that
appears
on
22
the
secretary
of
state’s
records
at
the
time
the
information
23
required
by
subsection
1
is
received,
or
if
the
partnership
24
has
no
registered
agent,
at
the
partnership’s
principal
office
25
address
shown
on
the
partnership’s
most
recent
filing.
26
3.
The
interrogatories
must
be
answered
by
a
person
with
27
the
authority
to
answer
on
behalf
of
the
partnership
that
28
is
the
subject
of
the
interrogatories.
Each
interrogatory
29
must
be
answered
in
writing
separately
and
in
a
manner
that
30
is
responsive
to
the
interrogatory.
The
declaration
on
the
31
completed
interrogatories
form
must
be
signed
by
a
person
with
32
the
authority
to
sign
on
behalf
of
the
partnership.
33
4.
To
be
considered
responsive,
the
completed
and
signed
34
interrogatories
form
must
be
received
by
the
secretary
of
state
35
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by
mail
or
in-person
delivery
within
twenty-one
calendar
days
1
after
the
form
was
mailed.
2
5.
A
response
to
any
interrogatory
that
indicates
to
the
3
secretary
of
state
that
the
partnership
violated
any
provision
4
of
this
chapter
constitutes
the
partnership’s
concession
to
5
such
violation.
6
6.
A
failure
to
respond
to
any
interrogatory
within
the
7
allotted
time
constitutes
the
partnership’s
concession
that
the
8
partnership
violated
a
provision
or
provisions
of
this
chapter
9
that
are
the
subjects
of
the
interrogatories.
10
7.
If
the
secretary
of
state
receives
a
response
to
each
11
interrogatory
that
indicates
to
the
secretary
of
state
that
the
12
partnership
has
not
violated
any
provision
of
this
chapter,
the
13
secretary
of
state
shall
take
no
action.
14
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
15
chapter
17A
necessary
or
desirable
to
administer
this
section.
16
DIVISION
II
17
LIMITED
PARTNERSHIPS
18
Sec.
5.
Section
488.206,
subsection
1,
unnumbered
paragraph
19
1,
Code
2026,
is
amended
to
read
as
follows:
20
A
record
authorized
or
required
to
be
delivered
to
the
21
secretary
of
state
for
filing
under
this
chapter
must
be
22
captioned
to
describe
the
record’s
purpose,
contain
the
23
information
required
by
this
chapter
but
may
include
other
24
information
as
well,
and
be
in
a
medium
permitted
by
the
25
secretary
of
state.
The
document
must
be
typewritten
or
26
printed.
If
the
document
is
electronically
transmitted,
it
27
must
be
in
a
format
that
can
be
retrieved
or
reproduced
in
28
typewritten
or
printed
form.
The
document
must
be
delivered
29
to
the
office
of
the
secretary
of
state
for
filing.
Delivery
30
may
be
made
by
electronic
transmission
if
and
to
the
extent
31
permitted
by
the
secretary
of
state.
The
secretary
of
state
32
may
adopt
rules
for
the
electronic
filing
of
documents
and
33
the
certification
of
electronically
filed
documents.
If
it
34
is
filed
in
typewritten
or
printed
form
and
not
transmitted
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electronically,
the
secretary
of
state
may
require
an
exact
1
or
conformed
copy
to
be
delivered
with
the
document.
Unless
2
Except
as
provided
in
subsection
6,
unless
the
secretary
of
3
state
determines
that
a
record
does
not
comply
with
the
filing
4
requirements
of
this
chapter
,
and
if
all
filing
fees
have
been
5
paid,
the
secretary
of
state
shall
file
the
record
and
perform
6
all
of
the
following:
7
Sec.
6.
Section
488.206,
Code
2026,
is
amended
by
adding
the
8
following
new
subsection:
9
NEW
SUBSECTION
.
6.
a.
The
secretary
of
state
may
require
10
a
record
to
be
delivered
by
mail
or
in
person
if
the
secretary
11
of
state
receives
credible
information
that
the
record
is
being
12
submitted
for
filing
fraudulently
or
may
be
used
to
accomplish
13
a
fraudulent,
criminal,
or
unlawful
purpose.
14
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
15
any
of
the
following:
16
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
17
488.210A.
18
(2)
Information
provided
to
the
secretary
of
state
by
19
another
government
agency.
20
(3)
Information
collected
by
the
secretary
of
state
from
a
21
credible
third-party
data
set.
22
Sec.
7.
NEW
SECTION
.
488.210A
Statement
of
removal
——
23
removal
of
information
not
authorized
to
be
provided.
24
1.
a.
A
person
whose
name,
street
address,
mailing
address,
25
or
email
address
has,
without
that
person’s
authorization,
been
26
provided
to
the
secretary
of
state
as
that
of
the
registered
27
agent
or
of
the
principal
office
in
a
limited
partnership’s
28
filing
may
deliver
to
the
secretary
of
state
a
notarized,
sworn
29
affidavit
of
unauthorized
use
that
does
all
of
the
following:
30
(1)
Identifies
the
limited
partnership
registration
by
name
31
and
business
number.
32
(2)
Indicates
the
affiant’s
mailing
address.
33
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
34
affiant
has
authorized
the
filing
identifying
the
affiant
as
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the
registered
agent,
providing
the
affiant’s
street
address
1
or
mailing
address
as
an
address
of
the
registered
agent
or
2
principal
office,
or
providing
the
affiant’s
email
address
as
3
that
of
the
registered
agent.
4
b.
The
affiant
shall
specify
in
the
affidavit
of
5
unauthorized
use
the
information
that
was
not
authorized
to
be
6
provided.
7
c.
The
secretary
of
state
may
reject
an
affidavit
of
8
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
9
state
believes
was
delivered
to
the
secretary
of
state
with
10
the
intent
to
harass
or
defraud
the
limited
partnership
or
the
11
individual
named
as
affiant.
12
d.
The
office
of
the
secretary
of
state
shall
adopt
an
13
affidavit
of
unauthorized
use
form
in
accordance
with
this
14
section.
15
2.
The
secretary
of
state
shall
conduct
an
administrative
16
review
to
determine
whether
the
filing
was
authorized
to
17
identify
the
stated
information
as
applicable.
18
3.
If
the
secretary
of
state
concludes
that
the
filing
19
was
not
authorized
to
provide
the
information
identified
20
in
the
affidavit,
the
secretary
of
state
shall
promptly
21
file
a
statement
of
removal
with
respect
to
the
identified
22
information,
and
shall
promptly
cause
the
identified
23
information
to
cease
to
be
listed
as
identified
for
the
limited
24
partnership.
25
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
26
filing
of
an
affidavit
of
unauthorized
use
under
subsection
27
1
or
a
statement
of
removal
under
subsection
3.
The
filing
28
office
shall
not
return
any
fee
paid
for
filing
the
limited
29
partnership
filing
identified
in
the
affidavit.
30
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
31
state
shall
send
to
the
principal
office
address
or
registered
32
agent’s
mailing
address
on
record
for
the
limited
partnership,
33
if
any,
a
notice
stating
that
the
statement
of
removal
has
been
34
filed
and
is
effective
immediately.
The
notice
shall
also
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state
that
the
limited
partnership
is
without
a
registered
1
agent
or
registered
agent
address,
as
applicable.
2
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
3
chapter
17A
necessary
or
desirable
to
administer
this
section.
4
Sec.
8.
NEW
SECTION
.
488.210B
Interrogatories.
5
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
6
interrogatories
regarding
any
matter
that
pertains
to
a
limited
7
partnership
and
that
is
within
the
purview
of
the
secretary
of
8
state
if
the
secretary
of
state
receives
credible
information
9
that
a
limited
partnership
is
being
used
to
accomplish
a
10
fraudulent,
criminal,
or
unlawful
purpose.
11
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
12
any
of
the
following:
13
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
14
488.210A.
15
(2)
Information
provided
to
the
secretary
of
state
by
16
another
government
agency.
17
(3)
Information
collected
by
the
secretary
of
state
from
a
18
credible
third-party
data
set.
19
2.
The
secretary
of
state
shall
serve
such
interrogatories
20
on
the
limited
partnership
that
is
the
subject
of
the
21
interrogatories
by
mail
at
the
address
of
the
registered
agent
22
that
appears
on
the
secretary
of
state’s
records
at
the
time
23
the
information
required
by
subsection
1
is
received,
or
if
the
24
limited
partnership
has
no
registered
agent,
at
the
limited
25
partnership’s
principal
office
address
shown
on
the
limited
26
partnership’s
most
recent
biennial
report
filed
with
the
27
secretary
of
state.
28
3.
The
interrogatories
must
be
answered
by
a
person
with
29
the
authority
to
answer
on
behalf
of
the
limited
partnership
30
that
is
the
subject
of
the
interrogatories.
Each
interrogatory
31
must
be
answered
in
writing
separately
and
in
a
manner
that
32
is
responsive
to
the
interrogatory.
The
declaration
on
the
33
completed
interrogatories
form
must
be
signed
by
a
person
with
34
the
authority
to
sign
on
behalf
of
the
limited
partnership.
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4.
To
be
considered
responsive,
the
completed
and
signed
1
interrogatories
form
must
be
received
by
the
secretary
of
state
2
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
3
after
the
form
was
mailed.
4
5.
A
response
to
any
interrogatory
that
indicates
to
the
5
secretary
of
state
that
the
limited
partnership
violated
any
6
provision
of
this
chapter
constitutes
the
limited
partnership’s
7
concession
to
such
violation.
8
6.
A
failure
to
respond
to
any
interrogatory
within
the
9
allotted
time
constitutes
the
limited
partnership’s
concession
10
that
the
partnership
violated
a
provision
or
provisions
of
this
11
chapter
that
are
the
subjects
of
the
interrogatories.
12
7.
If
the
secretary
of
state
receives
a
response
to
each
13
interrogatory
that
indicates
to
the
secretary
of
state
that
14
the
limited
partnership
has
not
violated
any
provision
of
any
15
chapter,
the
secretary
of
state
shall
take
no
action.
16
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
17
chapter
17A
necessary
or
desirable
to
administer
this
section.
18
Sec.
9.
Section
488.809,
subsections
1,
2,
and
3,
Code
2026,
19
are
amended
to
read
as
follows:
20
1.
The
Except
as
provided
in
subsection
6,
the
secretary
of
21
state
may
dissolve
a
limited
partnership
administratively
if
22
the
limited
partnership
does
not,
within
sixty
days
after
the
23
due
date,
do
any
of
the
following:
24
a.
Pay
any
fee,
tax,
or
penalty
under
this
chapter
or
other
25
law
due
the
secretary
of
state.
26
b.
Deliver
its
biennial
report
to
the
secretary
of
state.
27
2.
If
Except
as
provided
in
subsection
6,
if
the
secretary
28
of
state
determines
that
a
ground
exists
for
administratively
29
dissolving
a
limited
partnership,
the
secretary
of
state
shall
30
file
a
record
of
the
determination
and
serve
the
limited
31
partnership
with
a
copy
of
the
filed
record.
32
3.
If
Except
as
provided
in
subsection
6,
if
within
sixty
33
days
after
service
of
the
copy
the
limited
partnership
does
34
not
correct
each
ground
for
dissolution
or
demonstrate
to
the
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reasonable
satisfaction
of
the
secretary
of
state
that
each
1
ground
determined
by
the
secretary
of
state
does
not
exist,
the
2
secretary
of
state
shall
administratively
dissolve
the
limited
3
partnership
by
preparing,
signing,
and
filing
a
declaration
4
of
dissolution
that
states
the
grounds
for
dissolution.
The
5
secretary
of
state
shall
serve
the
limited
partnership
with
a
6
copy
of
the
filed
declaration.
7
Sec.
10.
Section
488.809,
Code
2026,
is
amended
by
adding
8
the
following
new
subsection:
9
NEW
SUBSECTION
.
6.
If
the
limited
partnership
concedes
that
10
the
limited
partnership
has
violated
a
provision
or
provisions
11
of
this
chapter
that
are
the
subjects
of
interrogatories
served
12
on
the
limited
partnership
pursuant
to
section
488.210B,
13
the
secretary
of
state
may
immediately
dissolve
the
limited
14
partnership
administratively
by
preparing,
signing,
and
filing
15
a
declaration
of
dissolution
that
states
the
grounds
for
the
16
dissolution.
The
secretary
of
state
shall
serve
the
limited
17
partnership
with
a
copy
of
the
filed
declaration.
18
DIVISION
III
19
LIMITED
LIABILITY
COMPANIES
20
Sec.
11.
Section
489.210,
subsection
1,
Code
2026,
is
21
amended
to
read
as
follows:
22
1.
The
Except
as
provided
in
subsection
7,
the
secretary
23
of
state
shall
file
a
record
delivered
to
the
secretary
of
24
state
for
filing
which
satisfies
this
chapter
.
The
duty
of
the
25
secretary
of
state
under
this
section
is
ministerial.
26
Sec.
12.
Section
489.210,
Code
2026,
is
amended
by
adding
27
the
following
new
subsection:
28
NEW
SUBSECTION
.
7.
a.
The
secretary
of
state
may
require
29
a
record
to
be
delivered
by
mail
or
in
person
if
the
secretary
30
of
state
receives
credible
information
that
the
record
is
being
31
submitted
for
filing
fraudulently
or
may
be
used
to
accomplish
32
a
fraudulent,
criminal,
or
unlawful
purpose.
33
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
34
any
of
the
following:
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(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
1
489.212A.
2
(2)
Information
provided
to
the
secretary
of
state
by
3
another
government
agency.
4
(3)
Information
collected
by
the
secretary
of
state
from
a
5
credible
third-party
data
set.
6
Sec.
13.
NEW
SECTION
.
489.212A
Statement
of
removal
——
7
removal
of
information
not
authorized
to
be
provided.
8
1.
a.
A
person
whose
name,
street
address,
mailing
address,
9
or
email
address
has,
without
that
person’s
authorization,
been
10
provided
to
the
secretary
of
state
as
that
of
the
registered
11
agent
or
of
the
principal
office
in
a
limited
liability
company
12
or
foreign
limited
liability
company
filing
may
deliver
to
the
13
secretary
of
state
a
notarized,
sworn
affidavit
of
unauthorized
14
use
that
does
all
of
the
following:
15
(1)
Identifies
the
limited
liability
company
or
foreign
16
limited
liability
company
registration
by
name
and
business
17
number.
18
(2)
Indicates
the
affiant’s
mailing
address.
19
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
20
affiant
has
authorized
the
filing
identifying
the
affiant
as
21
the
registered
agent,
providing
the
affiant’s
street
address
22
or
mailing
address
as
an
address
of
the
registered
agent
or
23
principal
office,
or
providing
the
affiant’s
email
address
as
24
that
of
the
registered
agent.
25
b.
The
affiant
shall
specify
in
the
affidavit
of
26
unauthorized
use
the
information
that
was
not
authorized
to
be
27
provided.
28
c.
The
secretary
of
state
may
reject
an
affidavit
of
29
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
30
state
believes
was
delivered
to
the
secretary
of
state
with
the
31
intent
to
harass
or
defraud
the
limited
liability
company
or
32
foreign
limited
liability
company
or
the
individual
named
as
33
affiant.
34
d.
The
office
of
the
secretary
of
state
shall
adopt
an
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affidavit
of
unauthorized
use
form
in
accordance
with
this
1
section.
2
2.
The
secretary
of
state
shall
conduct
an
administrative
3
review
to
determine
whether
the
filing
was
authorized
to
4
identify
the
stated
information
as
applicable.
5
3.
If
the
secretary
of
state
concludes
that
the
filing
6
was
not
authorized
to
provide
the
information
identified
7
in
the
affidavit,
the
secretary
of
state
shall
promptly
8
file
a
statement
of
removal
with
respect
to
the
identified
9
information,
and
shall
promptly
cause
the
identified
10
information
to
cease
to
be
listed
as
identified
for
the
limited
11
liability
company
or
foreign
limited
liability
company.
12
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
13
filing
of
an
affidavit
of
unauthorized
use
under
subsection
14
1
or
a
statement
of
removal
under
subsection
3.
The
filing
15
office
shall
not
return
any
fee
paid
for
filing
the
limited
16
liability
company
or
foreign
limited
liability
company
filing
17
identified
in
the
affidavit.
18
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
19
state
shall
send
to
the
principal
office
address
or
registered
20
agent’s
mailing
address
on
record
for
the
limited
liability
21
company
or
foreign
limited
liability
company,
if
any,
a
notice
22
stating
that
the
statement
of
removal
has
been
filed
and
is
23
effective
immediately.
The
notice
shall
also
state
that
the
24
company
is
without
a
registered
agent
or
registered
agent
25
address,
as
applicable.
26
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
27
chapter
17A
necessary
or
desirable
to
administer
this
section.
28
Sec.
14.
NEW
SECTION
.
489.212B
Interrogatories.
29
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
30
interrogatories
regarding
any
matter
that
pertains
to
a
limited
31
liability
company
or
foreign
limited
liability
company
and
32
that
is
within
the
purview
of
the
secretary
of
state
if
the
33
secretary
of
state
receives
credible
information
that
a
company
34
is
being
used
to
accomplish
a
fraudulent,
criminal,
or
unlawful
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purpose.
1
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
2
any
of
the
following:
3
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
4
488.212A.
5
(2)
Information
provided
to
the
secretary
of
state
by
6
another
government
agency.
7
(3)
Information
collected
by
the
secretary
of
state
from
a
8
credible
third-party
data
set.
9
2.
The
secretary
of
state
shall
serve
such
interrogatories
10
on
the
limited
liability
company
or
foreign
limited
liability
11
company
that
is
the
subject
of
the
interrogatories
by
mail
12
at
the
address
of
the
registered
agent
that
appears
on
the
13
secretary
of
state’s
records
at
the
time
the
information
14
required
by
subsection
1
is
received,
or
if
the
company
has
no
15
registered
agent,
at
the
company’s
principal
office
address
16
shown
on
the
company’s
most
recent
biennial
report
filed
with
17
the
secretary
of
state.
18
3.
The
interrogatories
must
be
answered
by
a
person
with
19
the
authority
to
answer
on
behalf
of
the
limited
liability
20
company
or
foreign
limited
liability
company
that
is
the
21
subject
of
the
interrogatories.
Each
interrogatory
must
22
be
answered
in
writing
separately
and
in
a
manner
that
is
23
responsive
to
the
interrogatory.
The
declaration
on
the
24
completed
interrogatories
form
must
be
signed
by
a
person
with
25
the
authority
to
sign
on
behalf
of
the
company.
26
4.
To
be
considered
responsive,
the
completed
and
signed
27
interrogatories
form
must
be
received
by
the
secretary
of
state
28
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
29
after
the
form
was
mailed.
30
5.
A
response
to
any
interrogatory
that
indicates
to
the
31
secretary
of
state
that
the
limited
liability
company
or
32
foreign
limited
liability
company
violated
any
provision
of
33
this
chapter
constitutes
the
company’s
concession
to
such
34
violation.
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6.
A
failure
to
respond
to
any
interrogatory
within
the
1
allotted
time
constitutes
the
limited
liability
company’s
or
2
foreign
limited
liability
company’s
concession
that
the
company
3
violated
a
provision
or
provisions
of
this
chapter
that
are
the
4
subjects
of
the
interrogatories.
5
7.
If
the
secretary
of
state
receives
a
response
to
each
6
interrogatory
that
indicates
to
the
secretary
of
state
that
the
7
limited
liability
company
or
foreign
limited
liability
company
8
has
not
violated
any
provision
of
this
chapter,
the
secretary
9
of
state
shall
take
no
action.
10
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
11
chapter
17A
necessary
or
desirable
to
administer
this
section.
12
Sec.
15.
Section
489.708,
Code
2026,
is
amended
by
adding
13
the
following
new
subsection:
14
NEW
SUBSECTION
.
6.
The
limited
liability
company
or
15
foreign
limited
liability
company
concedes
that
the
company
has
16
violated
a
provision
or
provisions
of
this
chapter
that
are
the
17
subjects
of
the
interrogatories
served
on
the
company
pursuant
18
to
section
489.212B.
19
Sec.
16.
Section
489.709,
subsections
1
and
2,
Code
2026,
20
are
amended
to
read
as
follows:
21
1.
If
the
secretary
of
state
determines
that
one
or
more
22
grounds
exist
under
section
489.708
,
subsections
1
through
23
5,
for
dissolving
a
limited
liability
company,
the
secretary
24
of
state
shall
serve
the
company
with
written
notice
of
such
25
determination
under
section
489.119
.
26
2.
If
Except
as
specified
in
subsection
5,
if
the
limited
27
liability
company
does
not
correct
each
ground
for
dissolution
28
or
demonstrate
to
the
reasonable
satisfaction
of
the
secretary
29
of
state
that
each
ground
determined
by
the
secretary
of
30
state
does
not
exist
within
sixty
days
after
service
of
31
the
notice
under
section
489.119
,
the
secretary
of
state
32
shall
administratively
dissolve
the
company
by
signing
a
33
certificate
of
dissolution
that
recites
the
ground
or
grounds
34
for
dissolution
and
its
effective
date.
The
secretary
of
state
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shall
file
the
original
of
the
certificate
and
serve
a
copy
on
1
the
company
under
section
489.119
.
2
Sec.
17.
Section
489.709,
Code
2026,
is
amended
by
adding
3
the
following
new
subsection:
4
NEW
SUBSECTION
.
5.
If
the
limited
liability
company
or
5
foreign
limited
liability
company
concedes
that
the
company
6
has
violated
a
provision
or
provisions
of
this
chapter
that
7
are
the
subjects
of
the
interrogatories
served
on
the
company
8
pursuant
to
section
489.212B,
the
secretary
of
state
may
9
immediately
administratively
dissolve
the
company
by
signing
a
10
certificate
of
dissolution
that
recites
the
ground
or
grounds
11
for
dissolution
and
its
effective
date.
The
secretary
of
state
12
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
13
the
company
under
section
489.119.
14
DIVISION
IV
15
BUSINESS
CORPORATIONS
16
Sec.
18.
Section
490.125,
subsection
1,
Code
2026,
is
17
amended
to
read
as
follows:
18
1.
If
Except
as
provided
in
subsection
5,
if
a
document
19
delivered
to
the
office
of
the
secretary
of
state
for
filing
20
satisfies
the
requirements
of
section
490.120
,
the
secretary
21
of
state
shall
file
it.
22
Sec.
19.
Section
490.125,
Code
2026,
is
amended
by
adding
23
the
following
new
subsection:
24
NEW
SUBSECTION
.
5.
a.
The
secretary
of
state
may
require
a
25
record
to
be
delivered
by
mail
or
in
person
if
the
secretary
of
26
state
receives
credible
information
that
the
document
is
being
27
submitted
for
filing
fraudulently
or
may
be
used
to
accomplish
28
a
fraudulent,
criminal,
or
unlawful
purpose.
29
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
30
any
of
the
following:
31
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
32
490.1621A.
33
(2)
Information
provided
to
the
secretary
of
state
by
34
another
government
agency.
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(3)
Information
collected
by
the
secretary
of
state
from
a
1
credible
third-party
data
set.
2
Sec.
20.
Section
490.1420,
Code
2026,
is
amended
by
adding
3
the
following
new
subsection:
4
NEW
SUBSECTION
.
6.
The
corporation
concedes
that
the
5
corporation
has
violated
a
provision
or
provisions
of
this
6
chapter
that
are
the
subjects
of
the
interrogatories
served
on
7
the
corporation
pursuant
to
section
490.1621B.
8
Sec.
21.
Section
490.1421,
subsections
1
and
2,
Code
2026,
9
are
amended
to
read
as
follows:
10
1.
If
the
secretary
of
state
determines
that
one
or
more
11
grounds
exist
under
section
490.1420
,
subsections
1
through
12
5,
for
dissolving
a
corporation,
the
secretary
of
state
shall
13
serve
the
corporation
with
written
notice
of
such
determination
14
under
section
490.504
.
15
2.
If
Except
as
specified
in
subsection
5,
the
corporation
16
does
not
correct
each
ground
for
dissolution
or
demonstrate
17
to
the
reasonable
satisfaction
of
the
secretary
of
state
that
18
each
ground
determined
by
the
secretary
of
state
does
not
exist
19
within
sixty
days
after
service
of
the
notice
under
section
20
490.504
,
the
secretary
of
state
shall
administratively
dissolve
21
the
corporation
by
signing
a
certificate
of
dissolution
that
22
recites
the
ground
or
grounds
for
dissolution
and
its
effective
23
date.
The
secretary
of
state
shall
file
the
original
of
the
24
certificate
and
serve
a
copy
on
the
corporation
under
section
25
490.504
.
26
Sec.
22.
Section
490.1421,
Code
2026,
is
amended
by
adding
27
the
following
new
subsection:
28
NEW
SUBSECTION
.
5.
If
the
corporation
concedes
that
the
29
corporation
has
violated
a
provision
or
provisions
of
this
30
chapter
that
are
the
subject
of
the
interrogatories
served
on
31
the
corporation
pursuant
to
section
490.1621B,
the
secretary
of
32
state
may
immediately
administratively
dissolve
the
corporation
33
by
signing
a
certificate
of
dissolution
that
recites
the
34
ground
or
grounds
for
dissolution
and
its
effective
date.
The
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secretary
of
state
shall
file
the
original
of
the
certificate
1
and
serve
a
copy
on
the
corporation
under
section
490.504.
2
Sec.
23.
NEW
SECTION
.
490.1621A
Statement
of
removal
——
3
removal
of
information
not
authorized
to
be
provided.
4
1.
a.
A
person
whose
name,
street
address,
mailing
address,
5
or
email
address
has,
without
that
person’s
authorization,
been
6
provided
to
the
secretary
of
state
as
that
of
the
registered
7
agent
or
of
the
principal
office
in
a
domestic
or
foreign
8
corporation
filing
may
deliver
to
the
secretary
of
state
a
9
notarized,
sworn
affidavit
of
unauthorized
use
that
does
all
10
of
the
following:
11
(1)
Identifies
the
domestic
or
foreign
corporation
12
registration
by
name
and
business
number.
13
(2)
Indicates
the
affiant’s
mailing
address.
14
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
15
affiant
has
authorized
the
filing
identifying
the
affiant
as
16
the
registered
agent,
providing
the
affiant’s
street
address
17
or
mailing
address
as
an
address
of
the
registered
agent
or
18
principal
office,
or
providing
the
affiant’s
email
address
as
19
that
of
the
registered
agent.
20
b.
The
affiant
shall
specify
in
the
affidavit
of
21
unauthorized
use
the
information
that
was
not
authorized
to
be
22
provided.
23
c.
The
secretary
of
state
may
reject
an
affidavit
of
24
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
25
state
believes
was
delivered
to
the
secretary
of
state
with
the
26
intent
to
harass
or
defraud
the
domestic
or
foreign
corporation
27
or
the
individual
named
as
affiant.
28
d.
The
office
of
the
secretary
of
state
shall
adopt
an
29
affidavit
of
unauthorized
use
form
in
accordance
with
this
30
section.
31
2.
The
secretary
of
state
shall
conduct
an
administrative
32
review
to
determine
whether
the
filing
was
authorized
to
33
identify
the
stated
information
as
applicable.
34
3.
If
the
secretary
of
state
concludes
that
the
filing
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was
not
authorized
to
provide
the
information
identified
1
in
the
affidavit,
the
secretary
of
state
shall
promptly
2
file
a
statement
of
removal
with
respect
to
the
identified
3
information,
and
shall
promptly
cause
the
identified
4
information
to
cease
to
be
listed
as
identified
for
the
5
domestic
or
foreign
corporation.
6
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
7
filing
of
an
affidavit
of
unauthorized
use
under
subsection
8
1
or
a
statement
of
removal
under
subsection
3.
The
filing
9
office
shall
not
return
any
fee
paid
for
filing
the
domestic
or
10
foreign
corporation
filing
identified
in
the
affidavit.
11
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
12
state
shall
send
to
the
principal
office
address
or
registered
13
agent’s
mailing
address
on
record
for
the
domestic
or
foreign
14
corporation,
if
any,
a
notice
stating
that
the
statement
of
15
removal
has
been
filed
and
is
effective
immediately.
The
16
notice
shall
also
state
that
the
corporation
is
without
a
17
registered
agent
or
registered
agent
address,
as
applicable.
18
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
19
chapter
17A
necessary
or
desirable
to
administer
this
section.
20
Sec.
24.
NEW
SECTION
.
490.1621B
Interrogatories.
21
1.
a.
The
secretary
of
state
may
serve
one
or
more
22
written
interrogatories
regarding
any
matter
that
pertains
23
to
a
domestic
or
foreign
corporation
and
that
is
within
the
24
purview
of
the
secretary
of
state
if
the
secretary
of
state
25
receives
credible
information
that
a
corporation
is
being
used
26
to
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
27
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
28
any
of
the
following:
29
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
30
490.1621A.
31
(2)
Information
provided
to
the
secretary
of
state
by
32
another
government
agency.
33
(3)
Information
collected
by
the
secretary
of
state
from
a
34
credible
third-party
data
set.
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2.
The
secretary
of
state
shall
serve
such
interrogatories
1
on
the
domestic
or
foreign
corporation
that
is
the
subject
of
2
the
interrogatories
by
mail
at
the
address
of
the
registered
3
agent
that
appears
on
the
secretary
of
state’s
records
4
at
the
time
the
information
required
by
subsection
1
is
5
received,
or
if
the
corporation
has
no
registered
agent,
6
at
the
corporation’s
principal
office
address
shown
on
the
7
corporation’s
most
recent
biennial
report
filed
with
the
8
secretary
of
state.
9
3.
The
interrogatories
must
be
answered
by
a
person
with
10
the
authority
to
answer
on
behalf
of
the
domestic
or
foreign
11
corporation
that
is
the
subject
of
the
interrogatories.
Each
12
interrogatory
must
be
answered
in
writing
separately
and
13
in
a
manner
that
is
responsive
to
the
interrogatory.
The
14
declaration
on
the
completed
interrogatories
form
must
be
15
signed
by
a
person
with
the
authority
to
sign
on
behalf
of
the
16
corporation.
17
4.
To
be
considered
responsive,
the
completed
and
signed
18
interrogatories
form
must
be
received
by
the
secretary
of
state
19
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
20
after
the
form
was
mailed.
21
5.
A
response
to
any
interrogatory
that
indicates
to
the
22
secretary
of
state
that
the
domestic
or
foreign
corporation
23
violated
any
provision
of
this
chapter
constitutes
the
24
corporation’s
concession
to
such
violation.
25
6.
A
failure
to
respond
to
any
interrogatory
within
the
26
allotted
time
constitutes
the
domestic
or
foreign
corporation’s
27
concession
that
the
corporation
violated
a
provision
or
28
provisions
of
this
chapter
that
are
the
subjects
of
the
29
interrogatories.
30
7.
If
the
secretary
of
state
receives
a
response
to
each
31
interrogatory
that
indicates
to
the
secretary
of
state
that
the
32
domestic
or
foreign
corporation
has
not
violated
any
provision
33
of
this
chapter,
the
secretary
of
state
shall
take
no
action.
34
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
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chapter
17A
necessary
or
desirable
to
administer
this
section.
1
DIVISION
V
2
TRADITIONAL
COOPERATIVE
ASSOCIATIONS
3
Sec.
25.
Section
499.44,
subsection
1,
Code
2026,
is
amended
4
to
read
as
follows:
5
1.
The
Except
as
provided
in
subsection
6,
the
secretary
of
6
state
shall
record
all
documents
submitted
to
and
required
to
7
be
filed
with
the
secretary
of
state
under
this
chapter
.
8
Sec.
26.
Section
499.44,
Code
2026,
is
amended
by
adding
the
9
following
new
subsection:
10
NEW
SUBSECTION
.
6.
a.
The
secretary
of
state
may
require
a
11
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
12
of
state
receives
credible
information
that
the
document
is
13
being
submitted
for
filing
fraudulently
or
may
be
used
to
14
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
15
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
16
any
of
the
following:
17
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
18
499.50.
19
(2)
Information
provided
to
the
secretary
of
state
by
20
another
government
agency.
21
(3)
Information
collected
by
the
secretary
of
state
from
a
22
credible
third-party
data
set.
23
Sec.
27.
NEW
SECTION
.
499.50
Statement
of
removal
——
24
removal
of
information
not
authorized
to
be
provided.
25
1.
a.
A
person
whose
name,
street
address,
mailing
address,
26
or
email
address
has,
without
that
person’s
authorization,
been
27
provided
to
the
secretary
of
state
as
that
of
the
registered
28
agent
or
of
the
principal
office
in
an
association
filing
may
29
deliver
to
the
secretary
of
state
a
notarized,
sworn
affidavit
30
of
unauthorized
use
that
does
all
of
the
following:
31
(1)
Identifies
the
association
registration
by
name
and
32
business
number.
33
(2)
Indicates
the
affiant’s
mailing
address.
34
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
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affiant
has
authorized
the
filing
identifying
the
affiant
as
1
the
registered
agent,
providing
the
affiant’s
street
address
2
or
mailing
address
as
an
address
of
the
registered
agent
or
3
principal
office,
or
providing
the
affiant’s
email
address
as
4
that
of
the
registered
agent.
5
b.
The
affiant
shall
specify
in
the
affidavit
the
6
information
of
unauthorized
use
that
was
not
authorized
to
be
7
provided.
8
c.
The
secretary
of
state
may
reject
an
affidavit
of
9
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
10
state
believes
was
delivered
to
the
secretary
of
state
with
the
11
intent
to
harass
or
defraud
the
association
or
the
individual
12
named
as
affiant.
13
d.
The
office
of
the
secretary
of
state
shall
adopt
an
14
affidavit
of
unauthorized
use
form
in
accordance
with
this
15
section.
16
2.
The
secretary
of
state
shall
conduct
an
administrative
17
review
to
determine
whether
the
filing
was
authorized
to
18
identify
the
stated
information
as
applicable.
19
3.
If
the
secretary
of
state
concludes
that
the
filing
20
was
not
authorized
to
provide
the
information
identified
21
in
the
affidavit,
the
secretary
of
state
shall
promptly
22
file
a
statement
of
removal
with
respect
to
the
identified
23
information,
and
shall
promptly
cause
the
identified
24
information
to
cease
to
be
listed
as
identified
for
the
25
association.
26
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
27
filing
of
an
affidavit
of
unauthorized
use
under
subsection
28
1
or
a
statement
of
removal
under
subsection
3.
The
filing
29
office
shall
not
return
any
fee
paid
for
filing
the
association
30
filing
identified
in
the
affidavit.
31
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
32
state
shall
send
to
the
principal
office
address
or
registered
33
agent’s
mailing
address
on
record
for
the
association,
if
any,
34
a
notice
stating
that
the
statement
of
removal
has
been
filed
35
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and
is
effective
immediately.
The
notice
shall
also
state
that
1
the
association
is
without
a
registered
agent
or
registered
2
agent
address,
as
applicable.
3
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
4
chapter
17A
necessary
or
desirable
to
administer
this
section.
5
Sec.
28.
NEW
SECTION
.
499.51
Interrogatories.
6
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
7
interrogatories
regarding
any
matter
that
pertains
to
an
8
association
and
that
is
within
the
purview
of
the
secretary
of
9
state
if
the
secretary
of
state
receives
credible
information
10
that
an
association
is
being
used
to
accomplish
a
fraudulent,
11
criminal,
or
unlawful
purpose.
12
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
13
any
of
the
following:
14
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
15
499.50.
16
(2)
Information
provided
to
the
secretary
of
state
by
17
another
government
agency.
18
(3)
Information
collected
by
the
secretary
of
state
from
a
19
credible
third-party
data
set.
20
2.
The
secretary
of
state
shall
serve
such
interrogatories
21
on
the
association
that
is
the
subject
of
the
interrogatories
22
by
mail
at
the
address
of
the
registered
agent
that
appears
on
23
the
secretary
of
state’s
records
at
the
time
the
information
24
required
by
subsection
1
is
received,
or
if
the
association
25
has
no
registered
agent,
at
the
association’s
principal
office
26
address
shown
on
the
association’s
most
recent
biennial
report
27
filed
with
the
secretary
of
state.
28
3.
The
interrogatories
must
be
answered
by
a
person
with
29
the
authority
to
answer
on
behalf
of
the
association
that
30
is
the
subject
of
the
interrogatories.
Each
interrogatory
31
must
be
answered
in
writing
separately
and
in
a
manner
that
32
is
responsive
to
the
interrogatory.
The
declaration
on
the
33
completed
interrogatories
form
must
be
signed
by
a
person
with
34
the
authority
to
sign
on
behalf
of
the
association.
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4.
To
be
considered
responsive,
the
completed
and
signed
1
interrogatories
form
must
be
received
by
the
secretary
of
state
2
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
3
after
the
form
was
mailed.
4
5.
A
response
to
any
interrogatory
that
indicates
to
the
5
secretary
of
state
that
the
association
violated
any
provision
6
of
this
chapter
constitutes
the
association’s
concession
to
7
such
violation.
8
6.
A
failure
to
respond
to
any
interrogatory
within
the
9
allotted
time
constitutes
the
association’s
concession
that
the
10
association
violated
a
provision
or
provisions
of
this
chapter
11
that
are
the
subjects
of
the
interrogatories.
12
7.
If
the
secretary
of
state
receives
a
response
to
each
13
interrogatory
that
indicates
to
the
secretary
of
state
that
the
14
association
has
not
violated
any
provision
of
this
chapter,
the
15
secretary
of
state
shall
take
no
action.
16
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
17
chapter
17A
necessary
or
desirable
to
administer
this
section.
18
Sec.
29.
Section
499.76,
Code
2026,
is
amended
by
adding
the
19
following
new
subsection:
20
NEW
SUBSECTION
.
5.
The
association
concedes
that
the
21
association
has
violated
a
provision
or
provisions
of
this
22
chapter
that
are
the
subjects
of
the
interrogatories
served
on
23
the
association
pursuant
to
section
599.51.
24
Sec.
30.
Section
499.77,
subsections
1
and
2,
Code
2026,
are
25
amended
to
read
as
follows:
26
1.
If
the
secretary
of
state
determines
that
one
or
more
27
grounds
exist
under
section
499.76
,
subsections
1
through
4,
28
for
dissolving
an
association,
the
secretary
of
state
shall
29
serve
the
association
by
ordinary
mail
with
written
notice
of
30
the
secretary
of
state’s
determination
pursuant
to
section
31
499.75
.
32
2.
If
Except
as
specified
in
subsection
5,
if
the
33
association
does
not
correct
each
ground
for
dissolution
or
34
demonstrate
to
the
reasonable
satisfaction
of
the
secretary
of
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state
that
each
ground
determined
by
the
secretary
of
state
1
does
not
exist
within
sixty
days
after
service
of
the
notice
is
2
perfected
pursuant
to
section
499.75
,
the
secretary
of
state
3
shall
administratively
dissolve
the
association
by
signing
a
4
certificate
of
dissolution
that
recites
the
ground
or
grounds
5
for
dissolution
and
its
effective
date.
The
secretary
of
state
6
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
7
the
association
pursuant
to
section
499.75
.
8
Sec.
31.
Section
499.77,
Code
2026,
is
amended
by
adding
the
9
following
new
subsection:
10
NEW
SUBSECTION
.
5.
If
the
association
concedes
that
11
it
has
violated
a
provision
or
provisions
of
this
chapter
12
that
are
the
subjects
of
the
interrogatories
served
on
the
13
association
pursuant
to
section
499.51,
the
secretary
of
state
14
may
immediately
administratively
dissolve
the
association
by
15
signing
a
certificate
of
dissolution
that
recites
the
ground
or
16
grounds
for
dissolution
and
its
effective
date.
The
secretary
17
of
state
shall
file
the
original
of
the
certificate
and
serve
a
18
copy
on
the
association
under
section
499.75.
19
DIVISION
VI
20
MULTIPLE
HOUSING
COOPERATIVES
21
Sec.
32.
Section
499A.1,
Code
2026,
is
amended
by
adding
the
22
following
new
subsection:
23
NEW
SUBSECTION
.
3.
a.
The
secretary
of
state
may
require
a
24
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
25
of
state
receives
credible
information
that
the
document
is
26
being
submitted
for
filing
fraudulently
or
may
be
used
to
27
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
28
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
29
any
of
the
following:
30
(1)
An
affidavit
of
unauthorized
use.
The
secretary
of
31
state
shall
accept
and
review
an
affidavit
of
unauthorized
use
32
completed
and
submitted
to
the
secretary
of
state
under
this
33
section
in
the
same
manner
as
the
secretary
of
state
accepts
34
and
reviews
a
submitted
affidavit
of
unauthorized
use
under
35
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section
499.50.
1
(2)
Information
provided
to
the
secretary
of
state
by
2
another
government
agency.
3
(3)
Information
collected
by
the
secretary
of
state
from
a
4
credible
third-party
data
set.
5
DIVISION
VII
6
CLOSE
COOPERATIVES
7
Sec.
33.
Section
501.105,
Code
2026,
is
amended
by
adding
8
the
following
new
subsection:
9
NEW
SUBSECTION
.
7.
a.
The
secretary
of
state
may
require
a
10
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
11
of
state
receives
credible
information
that
the
document
is
12
being
submitted
for
filing
fraudulently
or
may
be
used
to
13
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
14
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
15
any
of
the
following:
16
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
17
501.713A.
18
(2)
Information
provided
to
the
secretary
of
state
by
19
another
government
agency.
20
(3)
Information
collected
by
the
secretary
of
state
from
a
21
credible
third-party
data
set.
22
Sec.
34.
NEW
SECTION
.
501.713A
Statement
of
removal
——
23
removal
of
information
not
authorized
to
be
provided.
24
1.
a.
A
person
whose
name,
street
address,
mailing
address,
25
or
email
address
has,
without
that
person’s
authorization,
been
26
provided
to
the
secretary
of
state
as
that
of
the
registered
27
agent
or
of
the
principal
office
in
a
cooperative
filing
may
28
deliver
to
the
secretary
of
state
a
notarized,
sworn
affidavit
29
of
unauthorized
use
that
does
all
of
the
following:
30
(1)
Identifies
the
cooperative
registration
by
name
and
31
business
number.
32
(2)
Indicates
the
affiant’s
mailing
address.
33
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
34
affiant
has
authorized
the
filing
identifying
the
affiant
as
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the
registered
agent,
providing
the
affiant’s
street
address
1
or
mailing
address
as
an
address
of
the
registered
agent
or
2
principal
office,
or
providing
the
affiant’s
email
address
as
3
that
of
the
registered
agent.
4
b.
The
affiant
shall
specify
in
the
affidavit
of
5
unauthorized
use
the
information
that
was
not
authorized
to
be
6
provided.
7
c.
The
secretary
of
state
may
reject
an
affidavit
of
8
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
9
state
believes
was
delivered
to
the
secretary
of
state
with
the
10
intent
to
harass
or
defraud
the
cooperative
or
the
individual
11
named
as
affiant.
12
d.
The
office
of
the
secretary
of
state
shall
adopt
an
13
affidavit
of
unauthorized
use
form
in
accordance
with
this
14
section.
15
2.
The
secretary
of
state
shall
conduct
an
administrative
16
review
to
determine
whether
the
filing
was
authorized
to
17
identify
the
stated
information
as
applicable.
18
3.
If
the
secretary
of
state
concludes
that
the
filing
19
was
not
authorized
to
provide
the
information
identified
20
in
the
affidavit,
the
secretary
of
state
shall
promptly
21
file
a
statement
of
removal
with
respect
to
the
identified
22
information,
and
shall
promptly
cause
the
identified
23
information
to
cease
to
be
listed
as
identified
for
the
24
cooperative.
25
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
26
filing
of
an
affidavit
of
unauthorized
use
under
subsection
27
1
or
a
statement
of
removal
under
subsection
3.
The
filing
28
office
shall
not
return
any
fee
paid
for
filing
the
cooperative
29
filing
identified
in
the
affidavit.
30
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
31
state
shall
send
to
the
principal
office
address
or
registered
32
agent’s
mailing
address
on
record
for
the
cooperative,
if
any,
33
a
notice
stating
that
the
statement
of
removal
has
been
filed
34
and
is
effective
immediately.
The
notice
shall
also
state
that
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the
cooperative
is
without
a
registered
agent
or
registered
1
agent
address,
as
applicable.
2
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
3
chapter
17A
necessary
or
desirable
to
administer
this
section.
4
Sec.
35.
NEW
SECTION
.
501.713B
Interrogatories.
5
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
6
interrogatories
regarding
any
matter
that
pertains
to
a
7
cooperative
and
that
is
within
the
purview
of
the
secretary
of
8
state
if
the
secretary
of
state
receives
credible
information
9
that
a
cooperative
is
being
used
to
accomplish
a
fraudulent,
10
criminal,
or
unlawful
purpose.
11
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
12
any
of
the
following:
13
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
14
501.713A.
15
(2)
Information
provided
to
the
secretary
of
state
by
16
another
government
agency.
17
(3)
Information
collected
by
the
secretary
of
state
from
a
18
credible
third-party
data
set.
19
2.
The
secretary
of
state
shall
serve
such
interrogatories
20
on
the
cooperative
that
is
the
subject
of
the
interrogatories
21
by
mail
at
the
address
of
the
registered
agent
that
appears
on
22
the
secretary
of
state’s
records
at
the
time
the
information
23
required
by
subsection
1
is
received,
or
if
the
cooperative
24
has
no
registered
agent,
at
the
cooperative’s
principal
office
25
address
shown
on
the
cooperative’s
most
recent
biennial
report
26
filed
with
the
secretary
of
state.
27
3.
The
interrogatories
must
be
answered
by
a
person
with
28
the
authority
to
answer
on
behalf
of
the
cooperative
that
29
is
the
subject
of
the
interrogatories.
Each
interrogatory
30
must
be
answered
in
writing
separately
and
in
a
manner
that
31
is
responsive
to
the
interrogatory.
The
declaration
on
the
32
completed
interrogatories
form
must
be
signed
by
a
person
with
33
the
authority
to
sign
on
behalf
of
the
cooperative.
34
4.
To
be
considered
responsive,
the
completed
and
signed
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interrogatories
form
must
be
received
by
the
secretary
of
state
1
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
2
after
the
form
was
mailed.
3
5.
A
response
to
any
interrogatory
that
indicates
to
the
4
secretary
of
state
that
the
cooperative
violated
any
provision
5
of
this
chapter
constitutes
the
cooperative
concession
to
such
6
violation.
7
6.
A
failure
to
respond
to
any
interrogatory
within
the
8
allotted
time
constitutes
the
cooperative’s
concession
that
the
9
cooperative
violated
a
provision
or
provisions
of
this
chapter
10
that
are
the
subjects
of
the
interrogatories.
11
7.
If
the
secretary
of
state
receives
a
response
to
each
12
interrogatory
that
indicates
to
the
secretary
of
state
that
the
13
cooperative
has
not
violated
any
provision
of
this
chapter,
the
14
secretary
shall
take
no
action.
15
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
16
chapter
17A
necessary
or
desirable
to
administer
this
section.
17
Sec.
36.
Section
501.811,
Code
2026,
is
amended
by
adding
18
the
following
new
subsection:
19
NEW
SUBSECTION
.
5.
The
cooperative
concedes
that
the
20
cooperative
has
violated
a
provision
or
provisions
of
this
21
chapter
that
are
the
subjects
of
the
interrogatories
served
on
22
the
cooperative
pursuant
to
section
501.713B.
23
Sec.
37.
Section
501.812,
subsections
1
and
2,
Code
2026,
24
are
amended
to
read
as
follows:
25
1.
If
the
secretary
of
state
determines
that
one
or
more
26
grounds
exist
under
section
501.811
,
subsections
1
through
4,
27
for
dissolving
a
cooperative,
the
secretary
of
state
shall
28
serve
the
cooperative
with
written
notice
of
the
secretary
of
29
state’s
determination
under
section
501.106
.
30
2.
If
Except
as
provided
in
subsection
6,
if
the
cooperative
31
does
not
correct
each
ground
for
dissolution
or
demonstrate
32
to
the
reasonable
satisfaction
of
the
secretary
of
state
33
that
each
ground
determined
by
the
secretary
of
state
does
34
not
exist
within
sixty
days
after
service
of
the
notice
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is
perfected
under
section
501.106
,
the
secretary
of
state
1
shall
administratively
dissolve
the
cooperative
by
signing
a
2
certificate
of
dissolution
that
recites
the
ground
or
grounds
3
for
dissolution
and
its
effective
date.
The
secretary
of
state
4
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
5
the
cooperative
under
section
501.106
.
6
Sec.
38.
Section
501.812,
Code
2026,
is
amended
by
adding
7
the
following
new
subsection:
8
NEW
SUBSECTION
.
6.
If
the
cooperative
concedes
that
the
9
cooperative
has
violated
a
provision
or
provisions
of
this
10
chapter
that
are
the
subjects
of
the
interrogatories
served
on
11
the
cooperative
pursuant
to
section
501.713B,
the
secretary
of
12
state
may
immediately
administratively
dissolve
the
cooperative
13
by
signing
a
certificate
of
dissolution
that
recites
the
14
ground
or
grounds
for
dissolution
and
its
effective
date.
The
15
secretary
of
state
shall
file
the
original
of
the
certificate
16
and
serve
a
copy
on
the
cooperative
under
section
501.106.
17
DIVISION
VIII
18
501A
CLOSE
COOPERATIVES
19
Sec.
39.
Section
501A.202,
subsection
1,
Code
2026,
is
20
amended
to
read
as
follows:
21
1.
If
Except
as
provided
in
subsection
5,
if
a
document
22
delivered
to
the
secretary
of
state
for
filing
satisfies
the
23
requirements
of
section
501A.201
,
the
secretary
of
state
shall
24
file
it
and
issue
any
necessary
certificate.
25
Sec.
40.
Section
501A.202,
Code
2026,
is
amended
by
adding
26
the
following
new
subsection:
27
NEW
SUBSECTION
.
5.
a.
The
secretary
of
state
may
require
a
28
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
29
of
state
receives
credible
information
that
the
document
is
30
being
submitted
for
filing
fraudulently
or
may
be
used
to
31
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
32
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
33
any
of
the
following:
34
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
35
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501A.231A.
1
(2)
Information
provided
to
the
secretary
of
state
by
2
another
government
agency.
3
(3)
Information
collected
by
the
secretary
of
state
from
a
4
credible
third-party
data
set.
5
Sec.
41.
NEW
SECTION
.
501A.231A
Statement
of
removal
——
6
removal
of
information
not
authorized
to
be
provided.
7
1.
a.
A
person
whose
name,
street
address,
mailing
address,
8
or
email
address
has,
without
that
person’s
authorization,
been
9
provided
to
the
secretary
of
state
as
that
of
the
registered
10
agent
or
of
the
principal
office
in
a
cooperative
filing
may
11
deliver
to
the
secretary
of
state
a
notarized,
sworn
affidavit
12
of
unauthorized
use
that
does
all
of
the
following:
13
(1)
Identifies
the
cooperative
registration
by
name
and
14
business
number.
15
(2)
Indicates
the
affiant’s
mailing
address.
16
(3)
States
that
neither
the
affiant
nor
any
agent
of
the
17
affiant
has
authorized
the
filing
identifying
the
affiant
as
18
the
registered
agent,
providing
the
affiant’s
street
address
19
or
mailing
address
as
an
address
of
the
registered
agent
or
20
principal
office,
or
providing
the
affiant’s
email
address
as
21
that
of
the
registered
agent.
22
b.
The
affiant
shall
specify
in
the
affidavit
of
23
unauthorized
use
the
information
that
was
not
authorized
to
be
24
provided.
25
c.
The
secretary
of
state
may
reject
an
affidavit
of
26
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
27
state
believes
was
delivered
to
the
secretary
of
state
with
the
28
intent
to
harass
or
defraud
the
cooperative
or
the
individual
29
named
as
affiant.
30
d.
The
office
of
the
secretary
of
state
shall
adopt
an
31
affidavit
of
unauthorized
use
form
in
accordance
with
this
32
section.
33
2.
The
secretary
of
state
shall
conduct
an
administrative
34
review
to
determine
whether
the
filing
was
authorized
to
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identify
the
stated
information
as
applicable.
1
3.
If
the
secretary
of
state
concludes
that
the
filing
2
was
not
authorized
to
provide
the
information
identified
3
in
the
affidavit,
the
secretary
of
state
shall
promptly
4
file
a
statement
of
removal
with
respect
to
the
identified
5
information,
and
shall
promptly
cause
the
identified
6
information
to
cease
to
be
listed
as
identified
for
the
7
cooperative.
8
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
9
filing
of
an
affidavit
of
unauthorized
use
under
subsection
10
1
or
a
statement
of
removal
under
subsection
3.
The
filing
11
office
shall
not
return
any
fee
paid
for
filing
the
cooperative
12
filing
identified
in
the
affidavit.
13
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
14
state
shall
send
to
the
principal
office
address
or
registered
15
agent’s
mailing
address
on
record
for
the
cooperative,
if
any,
16
a
notice
stating
that
the
statement
of
removal
has
been
filed
17
and
is
effective
immediately.
The
notice
shall
also
state
that
18
the
cooperative
is
without
a
registered
agent
or
registered
19
agent
address,
as
applicable.
20
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
21
chapter
17A
necessary
or
desirable
to
administer
this
section.
22
Sec.
42.
NEW
SECTION
.
501A.231B
Interrogatories.
23
1.
a.
The
secretary
of
state
may
serve
one
or
more
written
24
interrogatories
regarding
any
matter
that
pertains
to
a
25
cooperative
and
that
is
within
the
purview
of
the
secretary
of
26
state
if
the
secretary
of
state
receives
credible
information
27
that
a
cooperative
is
being
used
to
accomplish
a
fraudulent,
28
criminal,
or
unlawful
purpose.
29
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
30
any
of
the
following:
31
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
32
501A.231A.
33
(2)
Information
provided
to
the
secretary
of
state
by
34
another
government
agency.
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(3)
Information
collected
by
the
secretary
of
state
from
a
1
credible
third-party
data
set.
2
2.
The
secretary
of
state
shall
serve
such
interrogatories
3
on
the
cooperative
that
is
the
subject
of
the
interrogatories
4
by
mail
at
the
address
of
the
registered
agent
that
appears
on
5
the
secretary
of
state’s
records
at
the
time
the
information
6
required
by
subsection
1
is
received,
or
if
the
cooperative
7
has
no
registered
agent,
at
the
cooperative’s
principal
office
8
address
shown
on
the
cooperative’s
most
recent
biennial
report
9
filed
with
the
secretary
of
state.
10
3.
The
interrogatories
must
be
answered
by
a
person
with
11
the
authority
to
answer
on
behalf
of
the
cooperative
that
12
is
the
subject
of
the
interrogatories.
Each
interrogatory
13
must
be
answered
in
writing
separately
and
in
a
manner
that
14
is
responsive
to
the
interrogatory.
The
declaration
on
the
15
completed
interrogatories
form
must
be
signed
by
a
person
with
16
the
authority
to
sign
on
behalf
of
the
cooperative.
17
4.
To
be
considered
responsive,
the
completed
and
signed
18
interrogatories
form
must
be
received
by
the
secretary
of
state
19
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
20
after
the
form
was
mailed.
21
5.
A
response
to
any
interrogatory
that
indicates
to
the
22
secretary
of
state
that
the
cooperative
violated
any
provision
23
of
this
chapter
constitutes
the
cooperative
concession
to
such
24
violation.
25
6.
A
failure
to
respond
to
any
interrogatory
within
the
26
allotted
time
constitutes
the
cooperative’s
concession
that
the
27
cooperative
violated
a
provision
or
provisions
of
this
chapter
28
that
are
the
subjects
of
the
interrogatories.
29
7.
If
the
secretary
of
state
receives
a
response
to
each
30
interrogatory
that
indicates
to
the
secretary
of
state
that
the
31
cooperative
has
not
violated
any
provision
of
this
chapter,
the
32
secretary
of
state
shall
take
no
action.
33
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
34
chapter
17A
necessary
or
desirable
to
administer
this
section.
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DIVISION
IX
1
NONPROFIT
CORPORATIONS
2
Sec.
43.
Section
504.116,
subsection
1,
Code
2026,
is
3
amended
to
read
as
follows:
4
1.
If
Except
as
provided
in
subsection
5,
if
a
document
5
delivered
to
the
office
of
the
secretary
of
state
for
filing
6
satisfies
the
requirements
of
section
504.111
,
the
secretary
7
of
state
shall
file
it.
8
Sec.
44.
Section
504.116,
Code
2026,
is
amended
by
adding
9
the
following
new
subsection:
10
NEW
SUBSECTION
.
5.
a.
The
secretary
of
state
may
require
a
11
document
to
be
delivered
by
mail
or
in
person
if
the
secretary
12
of
state
receives
credible
information
that
the
document
is
13
being
submitted
for
filing
fraudulently
or
may
be
used
to
14
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
15
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
16
any
of
the
following:
17
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
18
504.1621A.
19
(2)
Information
provided
to
the
secretary
of
state
by
20
another
government
agency.
21
(3)
Information
collected
by
the
secretary
of
state
from
a
22
credible
third-party
data
set.
23
Sec.
45.
Section
504.1421,
Code
2026,
is
amended
by
adding
24
the
following
new
subsection:
25
NEW
SUBSECTION
.
5.
The
corporation
concedes
that
the
26
corporation
has
violated
a
provision
or
provisions
of
this
27
chapter
that
are
the
subjects
of
the
interrogatories
served
on
28
the
corporation
pursuant
to
section
504.1621B.
29
Sec.
46.
Section
504.1422,
subsections
1
and
2,
Code
2026,
30
are
amended
to
read
as
follows:
31
1.
Upon
determining
that
one
or
more
grounds
exist
under
32
section
504.1421
,
subsections
1
through
4,
for
dissolving
a
33
corporation,
the
secretary
of
state
shall
serve
the
corporation
34
with
written
notice
of
that
determination
under
section
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504.504
.
1
2.
If
Except
as
specified
in
subsection
6,
the
corporation
2
does
not
correct
each
ground
for
dissolution
or
demonstrate
3
to
the
reasonable
satisfaction
of
the
secretary
of
state
4
that
each
ground
determined
by
the
secretary
of
state
does
5
not
exist
within
at
least
sixty
days
after
service
of
notice
6
is
perfected
under
section
504.504
,
the
secretary
of
state
7
may
administratively
dissolve
the
corporation
by
signing
a
8
certificate
of
dissolution
that
recites
the
ground
or
grounds
9
for
dissolution
and
its
effective
date.
The
secretary
of
state
10
shall
file
the
original
of
the
certificate
of
dissolution
and
11
serve
a
copy
on
the
corporation
under
section
504.504
.
12
Sec.
47.
Section
504.1422,
Code
2026,
is
amended
by
adding
13
the
following
new
subsection:
14
NEW
SUBSECTION
.
6.
If
the
corporation
concedes
that
the
15
corporation
has
violated
a
provision
or
provisions
of
this
16
chapter
that
are
the
subjects
of
the
interrogatories
served
on
17
the
corporation
pursuant
to
section
504.1621B,
the
secretary
of
18
state
may
immediately
administratively
dissolve
the
corporation
19
by
signing
a
certificate
of
dissolution
that
recites
the
20
ground
or
grounds
for
dissolution
and
its
effective
date.
The
21
secretary
of
state
shall
file
the
original
of
the
certificate
22
and
serve
a
copy
on
the
corporation
under
section
504.504.
23
Sec.
48.
NEW
SECTION
.
504.1621A
Statement
of
removal
——
24
removal
of
information
not
authorized
to
be
provided.
25
1.
a.
A
person
whose
name,
street
address,
mailing
address,
26
or
email
address
has,
without
that
person’s
authorization,
been
27
provided
to
the
secretary
of
state
as
that
of
the
registered
28
agent
or
of
the
principal
office
in
a
domestic
or
foreign
29
corporation
filing
may
deliver
to
the
secretary
of
state
a
30
notarized,
sworn
affidavit
of
unauthorized
use
that
does
all
31
of
the
following:
32
(1)
Identifies
the
domestic
or
foreign
corporation
33
registration
by
name
and
business
number.
34
(2)
Indicates
the
affiant’s
mailing
address.
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(3)
States
that
neither
the
affiant
nor
any
agent
of
the
1
affiant
has
authorized
the
filing
identifying
the
affiant
as
2
the
registered
agent,
providing
the
affiant’s
street
address
3
or
mailing
address
as
an
address
of
the
registered
agent
or
4
principal
office,
or
providing
the
affiant’s
email
address
as
5
that
of
the
registered
agent.
6
b.
The
affiant
shall
specify
in
the
affidavit
of
7
unauthorized
use
the
information
that
was
not
authorized
to
be
8
provided.
9
c.
The
secretary
of
state
may
reject
an
affidavit
of
10
unauthorized
use
that
is
incomplete
or
that
the
secretary
of
11
state
believes
was
delivered
to
the
secretary
of
state
with
the
12
intent
to
harass
or
defraud
the
domestic
or
foreign
corporation
13
or
the
individual
named
as
affiant.
14
d.
The
office
of
the
secretary
of
state
shall
adopt
an
15
affidavit
of
unauthorized
use
form
in
accordance
with
this
16
section.
17
2.
The
secretary
of
state
shall
conduct
an
administrative
18
review
to
determine
whether
the
filing
was
authorized
to
19
identify
the
stated
information
as
applicable.
20
3.
If
the
secretary
of
state
concludes
that
the
filing
21
was
not
authorized
to
provide
the
information
identified
22
in
the
affidavit,
the
secretary
of
state
shall
promptly
23
file
a
statement
of
removal
with
respect
to
the
identified
24
information,
and
shall
promptly
cause
the
identified
25
information
to
cease
to
be
listed
as
identified
for
the
26
domestic
or
foreign
corporation.
27
4.
The
secretary
of
state
shall
not
charge
a
fee
for
the
28
filing
of
an
affidavit
of
unauthorized
use
under
subsection
29
1
or
a
statement
of
removal
under
subsection
3.
The
filing
30
office
shall
not
return
any
fee
paid
for
filing
the
domestic
or
31
foreign
corporation
filing
identified
in
the
affidavit.
32
5.
Upon
filing
a
statement
of
removal,
the
secretary
of
33
state
shall
send
to
the
principal
office
address
or
registered
34
agent’s
mailing
address
on
record
for
the
domestic
or
foreign
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corporation,
if
any,
a
notice
stating
that
the
statement
of
1
removal
has
been
filed
and
is
effective
immediately.
The
2
notice
shall
also
state
that
the
corporation
is
without
a
3
registered
agent
or
registered
agent
address,
as
applicable.
4
6.
The
secretary
of
state
shall
adopt
rules
pursuant
to
5
chapter
17A
necessary
or
desirable
to
administer
this
section.
6
Sec.
49.
NEW
SECTION
.
504.1621B
Interrogatories.
7
1.
a.
The
secretary
of
state
may
serve
one
or
more
8
written
interrogatories
regarding
any
matter
that
pertains
9
to
a
domestic
or
foreign
corporation
and
that
is
within
the
10
purview
of
the
secretary
of
state
if
the
secretary
of
state
11
receives
credible
information
that
a
corporation
is
being
used
12
to
accomplish
a
fraudulent,
criminal,
or
unlawful
purpose.
13
b.
As
used
in
paragraph
“a”
,
“credible
information”
means
14
any
of
the
following:
15
(1)
An
affidavit
of
unauthorized
use
as
provided
in
section
16
504.1621A.
17
(2)
Information
provided
to
the
secretary
of
state
by
18
another
government
agency.
19
(3)
Information
collected
by
the
secretary
of
state
from
a
20
credible
third-party
data
set.
21
2.
The
secretary
of
state
shall
serve
such
interrogatories
22
on
the
domestic
or
foreign
corporation
that
is
the
subject
of
23
the
interrogatories
by
mail
at
the
address
of
the
registered
24
agent
that
appears
on
the
secretary
of
state’s
records
25
at
the
time
the
information
required
by
subsection
1
is
26
received,
or
if
the
corporation
has
no
registered
agent,
27
at
the
corporation’s
principal
office
address
shown
on
the
28
corporation’s
most
recent
biennial
report
filed
with
the
29
secretary
of
state.
30
3.
The
interrogatories
must
be
answered
by
a
person
with
31
the
authority
to
answer
on
behalf
of
the
domestic
or
foreign
32
corporation
that
is
the
subject
of
the
interrogatories.
Each
33
interrogatory
must
be
answered
in
writing
separately
and
in
34
a
manner
that
is
responsive
to
the
interrogatories.
The
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declaration
on
the
completed
interrogatories
form
must
be
1
signed
by
a
person
with
the
authority
to
sign
on
behalf
of
the
2
corporation.
3
4.
To
be
considered
responsive,
the
completed
and
signed
4
interrogatories
form
must
be
received
by
the
secretary
of
state
5
by
mail
or
in-person
delivery
within
twenty-one
calendar
days
6
after
the
form
was
mailed.
7
5.
A
response
to
any
interrogatory
that
indicates
to
the
8
secretary
of
state
that
the
domestic
or
foreign
corporation
9
violated
any
provision
of
this
chapter
constitutes
the
10
corporation’s
concession
to
such
violation.
11
6.
A
failure
to
respond
to
any
interrogatory
within
the
12
allotted
time
constitutes
the
domestic
or
foreign
corporation’s
13
concession
that
the
corporation
violated
a
provision
or
14
provisions
of
this
chapter
that
are
the
subjects
of
the
15
interrogatories.
16
7.
If
the
secretary
of
state
receives
a
response
to
each
17
interrogatory
that
indicates
to
the
secretary
of
state
that
the
18
domestic
or
foreign
corporation
has
not
violated
any
provision
19
of
this
chapter,
the
secretary
of
state
shall
take
no
action.
20
8.
The
secretary
of
state
shall
adopt
rules
pursuant
to
21
chapter
17A
necessary
or
desirable
to
administer
this
section.
22
Sec.
50.
DIRECTIONS
TO
CODE
EDITOR.
The
Code
editor
shall
23
organize
sections
504.1621
through
504.1630
as
a
new
part
of
24
chapter
504,
subchapter
XVI.
25
EXPLANATION
26
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
27
the
explanation’s
substance
by
the
members
of
the
general
assembly.
28
BACKGROUND.
This
bill
amends
or
enacts
provisions
relating
29
to
different
types
of
business
entities
existing
under
the
30
jurisdiction
of
the
secretary
of
state
(secretary),
and
31
specifically
the
secretary’s
filing
office.
A
business
32
entity
is
composed
of
one
or
more
persons
holding
a
legal
33
interest
in
a
for-profit
business
entity,
cooperative
interest
34
in
a
cooperative
association,
or
beneficial
interest
in
a
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nonprofit
business
entity,
with
the
interest
holders
pooling
1
capital,
and
being
shielded
from
personal
liability
from
the
2
acts
or
omissions
of
the
business
entity.
Specifically,
the
3
bill
provides
for
business
entities
formed
in
this
state
4
(domestic)
or
formed
outside
this
state
and
authorized
to
do
or
5
transact
business
in
this
state
(foreign)
as
provided
in
their
6
respective
governing
Code
chapters.
These
business
entities
7
include
partnerships
(Code
chapter
486A),
including
limited
8
liability
partnerships;
limited
partnerships
(Code
chapter
9
488);
limited
liability
companies
(Code
chapter
489);
business
10
corporations
(Code
chapter
490);
traditional
cooperative
11
associations
(Code
chapter
499);
housing
cooperatives
(Code
12
chapter
499A);
closed
cooperatives
(Code
chapter
501);
13
cooperative
associations
(Code
chapter
501A);
and
nonprofit
14
corporations
(Code
chapter
504).
Generally,
to
be
recognized
15
as
a
business
entity,
the
entity
must
comply
with
a
number
of
16
requirements
as
set
forth
in
its
governing
Code
chapter.
It
17
must
file
a
number
of
specified
documents
or
records
relating
18
to
the
organization
or
management
of
the
entity,
including
a
19
document
or
record
establishing
its
existence
(e.g.,
for
a
20
domestic
business
corporation,
articles
of
incorporation
and
21
for
a
foreign
business
corporation,
a
foreign
registration
22
statement).
A
business
entity
must
maintain
a
registered
agent
23
in
the
state
who
may
accept
service
of
process.
The
business
24
entity
may
also
be
subject
to
administrative
dissolution
25
proceedings
by
the
secretary
under
certain
circumstances
(e.g.,
26
a
failure
to
pay
taxes,
a
failure
to
deliver
a
biennial
report,
27
or
a
failure
to
retain
a
registered
agent).
28
BILL’S
PROVISIONS
——
GENERAL.
The
bill
amends
provisions
29
governing
business
entities
in
two
ways:
(1)
by
providing
30
for
the
removal
of
false
information
in
a
filing,
and
(2)
by
31
providing
for
the
administrative
dissolution
of
the
business
32
entity
based
on
the
responses
to
interrogatories
served
on
33
the
business
entity
indicating
the
business
entity’s
wrongful
34
conduct.
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BILL’S
PROVISIONS
——
STATEMENT
OF
REMOVAL.
The
bill
1
authorizes
the
secretary
to
file
a
statement
of
removal
2
(statement)
which
removes
information
from
a
filing.
The
3
secretary
files
the
statement
based
on
a
review
of
an
affidavit
4
of
unauthorized
use
submitted
by
a
person
(affiant)
swearing
5
that
personal
information
regarding
the
affiant
was
wrongfully
6
included
in
the
filing,
including
by
identifying
the
affiant
7
as
the
business
entity’s
registered
agent,
providing
the
8
affiant’s
street
address,
mailing
address,
or
email
address
as
9
the
address
of
the
registered
agent
or
the
business
entity’s
10
principal
office.
Upon
filing
a
statement
of
removal,
the
11
secretary
must
send
a
notice
to
the
business
entity
informing
12
the
business
entity
of
the
secretary’s
decision
that
the
13
statement
is
immediately
effective.
14
BILL’S
PROVISIONS
——
INTERROGATORIES.
The
bill
authorizes
15
the
secretary
to
commence
administrative
dissolution
16
proceedings
against
a
business
entity
based
on
a
determination
17
by
the
secretary
that
the
business
entity
is
being
used
to
18
commit
a
fraudulent,
criminal,
or
unlawful
purpose.
The
19
secretary’s
determination
is
based
on
a
review
of
responses
to
20
interrogatories
served
by
the
secretary
on
the
business
entity.
21
The
secretary
serves
the
interrogatories
based
on
credible
22
information
which
includes
an
affidavit
of
unauthorized
use,
23
information
provided
by
a
government
agency,
or
information
24
collected
by
the
secretary
from
a
credible
third-party
data
25
set.
To
be
considered
responsive,
a
completed
and
signed
26
interrogatories
form
must
be
received
by
the
secretary
within
27
21
calendar
days
after
the
form
was
mailed.
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