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Senate
File
2497
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Senate
File
2497
AN
ACT
PROVIDING
FOR
AN
ASSIGNMENT
OF
ASSETS
FOR
THE
BENEFIT
OF
CREDITORS,
EXEMPTING
THE
RELATED
TAX
ON
THE
TRANSFER
OF
REAL
ESTATE,
AND
INCLUDING
EFFECTIVE
DATE
PROVISIONS.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
DIVISION
I
PRINCIPAL
PROVISIONS
Section
1.
NEW
SECTION
.
681A.1
Title.
This
chapter
may
be
cited
as
the
“Uniform
Assignment
for
Benefit
of
Creditors
Act”
.
Senate
File
2497,
p.
2
Sec.
2.
NEW
SECTION
.
681A.2
Definitions.
As
used
in
this
chapter,
unless
the
context
otherwise
requires:
1.
“Affiliate”
means
any
of
the
following:
a.
A
person
that
directly
or
indirectly
owns,
controls,
or
holds,
with
power
to
vote,
twenty
percent
or
more
of
the
outstanding
voting
interests
of
another
person,
other
than
a
person
that
holds
the
interests
as
any
of
the
following:
(1)
In
a
fiduciary
or
agency
capacity
without
sole
discretionary
power
to
vote
the
interests.
(2)
Solely
to
secure
a
debt,
if
the
person
has
not
in
fact
exercised
the
power
to
vote.
b.
A
person
with
twenty
percent
or
more
of
the
person’s
outstanding
voting
interests
directly
or
indirectly
owned,
controlled,
or
held,
with
power
to
vote,
by
another
person.
c.
A
person
whose
business
is
operated
under
a
lease
or
operating
agreement
by
another
person,
or
a
person
substantially
all
of
whose
assets
are
controlled
by
the
other
person.
d.
A
person
that
operates
the
business
or
substantially
all
the
assets
of
another
person
under
a
lease
or
operating
agreement.
2.
a.
“Asset”
means
a
legal
or
equitable
interest
in
property
of
an
assignor,
regardless
of
the
person
holding
or
in
possession,
custody,
or
control
of
the
property
or
where
the
property
is
located.
b.
“Asset”
does
not
include
any
of
the
following:
(1)
A
legal
or
equitable
interest
in
property
restricted
from
assignment
if
the
restriction
is
effective
under
other
law,
unless
the
other
law
permits
assignment
with
the
consent
of
another
person
and
the
person
consents
to
the
assignment
in
a
manner
permitted
by
the
other
law.
(2)
If
the
assignor
is
an
individual,
a
legal
or
equitable
interest
in
property
to
the
extent
it
is
exempt
from
legal
process
under
other
law.
3.
“Assigned
asset”
means
an
asset
transferred
under
an
assignment.
4.
“Assignee”
means
a
person
to
which
assets
are
transferred
under
an
assignment.
Senate
File
2497,
p.
3
5.
“Assignment”
means
a
transfer
by
a
person
of
all
the
person’s
assets
to
another
person
for
the
benefit
of
the
transferor’s
creditors.
6.
“Assignment
agreement”
means
an
agreement
that
transfers
or
provides
for
a
transfer
of
all
the
assignor’s
assets.
7.
“Assignment
estate”
means
the
assets
held
at
a
given
time
by
the
assignee
under
an
assignment.
8.
“Assignor”
means
a
person
whose
assets
are
transferred
under
an
assignment.
9.
“Claim”
means
a
creditor’s
right
to
payment
or
to
an
equitable
remedy,
regardless
of
whether
the
right
is
reduced
to
judgment,
liquidated,
unliquidated,
fixed,
contingent,
matured,
unmatured,
disputed,
undisputed,
legal,
equitable,
secured,
or
unsecured.
10.
“Cohabitant”
means
each
of
two
individuals
not
married
to
each
other
who
live
together
as
a
couple
after
each
has
reached
the
age
of
majority
or
been
emancipated.
11.
“Creditor”
means
a
person
that
has
a
claim
against
an
assigned
asset
or
the
assignor.
12.
“Electronic”
means
relating
to
technology
having
electrical,
digital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabilities.
13.
“Good
faith”
means
honesty
in
fact
and
the
observance
of
reasonable
commercial
standards
of
fair
dealing.
14.
“Insider”
includes
any
of
the
following:
a.
In
the
case
of
an
individual,
any
of
the
following:
(1)
A
relative
of
the
individual.
(2)
A
partnership
or
limited
liability
company
in
which
the
individual
is
a
general
partner
or
managing
member.
(3)
An
organization
of
which
the
individual
is
a
director,
officer,
or
person
in
control.
b.
In
the
case
of
an
organization,
any
of
the
following:
(1)
A
director,
officer,
manager,
or
other
person
in
control
of
or
with
controlling
equity
interest
in
the
organization.
(2)
A
partnership
or
limited
liability
company
in
which
the
organization
is
a
general
partner
or
managing
member.
(3)
A
general
partner
or
managing
member
of
the
organization.
(4)
A
relative
of
a
general
partner,
managing
member,
Senate
File
2497,
p.
4
director,
officer,
manager,
or
other
person
in
control
of
or
with
controlling
equity
interest
in
the
organization.
c.
An
affiliate.
d.
A
managing
agent
of
an
organization.
15.
“Lien”
means
an
interest
in
an
asset
that
secures
payment
or
performance
of
an
obligation.
16.
“Organization”
means
a
person
other
than
an
individual.
17.
“Perfected
lien”
means
a
lien
on
any
of
the
following:
a.
Real
property
other
than
fixtures
on
which
a
bona
fide
purchaser
of
the
property
cannot
acquire
an
interest
superior
to
the
interest
of
the
lienholder.
b.
Fixtures
or
property
other
than
real
property
on
which
a
creditor
cannot
acquire
a
lien
by
attachment,
levy,
or
the
like
that
is
superior
to
the
interest
of
the
lienholder.
18.
a.
“Person”
means
an
individual,
estate,
business
or
nonprofit
entity,
government
or
governmental
subdivision,
agency,
or
instrumentality,
or
other
legal
entity.
b.
“Person”
includes
a
protected
series,
however
denominated,
of
an
entity
if
the
protected
series
is
established
under
law
that
limits,
or
limits
if
conditions
specified
under
law
are
satisfied,
the
ability
of
a
creditor
of
the
entity
or
of
any
other
protected
series
of
the
entity
to
satisfy
a
claim
from
assets
of
the
protected
series.
19.
“Proof
of
claim”
means
a
record
a
creditor
submits
to
an
assignee
to
evidence
the
creditor’s
claim.
20.
“Record”
means
information
that
is
any
of
the
following:
a.
Inscribed
on
a
tangible
medium.
b.
Stored
in
an
electronic
or
other
medium
and
retrievable
in
perceivable
form.
21.
“
Relative”
means
an
individual
related
by
affinity
or
consanguinity
within
the
third
degree
or
a
cohabitant.
22.
“Security
interest”
means
a
lien
created
by
an
agreement.
23.
“Send”
,
in
connection
with
a
record
or
notification,
means
any
of
the
following:
a.
To
deposit
in
the
mail,
deliver
for
transmission,
or
transmit
by
any
other
usual
means
of
communication,
with
postage
or
cost
of
transmission
provided
for,
addressed
to
any
address
reasonable
under
the
circumstances.
Senate
File
2497,
p.
5
b.
To
cause
the
record
or
notification
to
be
received
within
the
time
it
would
have
been
received
if
properly
sent
under
paragraph
“a”
.
24.
“Sign”
means,
with
present
intent
to
authenticate
or
adopt
a
record
by
doing
any
of
the
following:
a.
To
execute
or
adopt
a
tangible
symbol.
b.
To
attach
to
or
logically
associate
with
the
record
an
electronic
symbol,
sound,
or
process.
25.
a.
“State”
means
a
state
of
the
United
States,
the
District
of
Columbia,
Puerto
Rico,
the
United
States
Virgin
Islands,
or
any
other
territory
or
possession
subject
to
the
jurisdiction
of
the
United
States.
b.
“State”
includes
a
federally
recognized
Indian
tribe.
26.
“Transfer”
means
disposing
of
or
parting
with
an
asset
or
with
an
interest
in
an
asset,
regardless
of
whether
the
disposition
or
parting
is
indirect,
conditional,
or
involuntary.
Sec.
3.
NEW
SECTION
.
681A.3
Scope.
This
chapter
applies
to
an
assignment
made
by
an
assignor
that
is
any
of
the
following:
1.
An
organization
whose
principal
place
of
business
is
in
this
state.
2.
An
organization
whose
internal
affairs
are
governed
by
other
law
of
this
state.
3.
An
individual
whose
principal
residence
is
in
this
state.
4.
An
organization
wholly
owned,
directly
or
indirectly,
by
an
assignor
that
satisfies
subsection
1,
2,
or
3.
5.
An
organization,
if
all
of
the
following
apply:
a.
It
is
partly
owned,
directly
or
indirectly,
and
controlled
by
an
assignor
that
satisfies
subsection
1,
2,
or
3.
b.
It
has
no
place
of
business
or
employees.
c.
It
relies
on
the
services
the
organization
receives
from
an
assignor
that
satisfies
subsection
1,
2,
or
3.
Sec.
4.
NEW
SECTION
.
681A.4
Requirements
for
assignee
and
assignment
agreement.
1.
An
assignee
must
be
all
of
the
following:
a.
A
person
that
is
not
a
creditor,
affiliate,
or
insider
of
the
assignor.
b.
A
person
that
is
not
an
affiliate
or
insider
of
a
Senate
File
2497,
p.
6
creditor
of
the
assignor.
c.
A
person
that
does
not
have
a
claim
against
the
assignment
estate,
other
than
a
claim
for
fees
and
expenses
to
be
paid
under
the
assignment
agreement.
d.
A
person
that
does
not
have
a
material
financial
interest
in
the
outcome
of
the
assignment,
other
than
a
claim
for
fees
and
expenses
to
be
paid
under
the
assignment
agreement.
e.
A
person
that
does
not
hold
an
equity
interest
in
the
assignor
other
than
a
noncontrolling
interest
in
a
publicly
traded
company.
f.
A
person
that
is
not
an
affiliate
of
a
person
that
fails
to
satisfy
paragraph
“a”
,
“b”
,
“c”
,
“d”
,
or
“e”
.
2.
A
person
that
satisfies
subsection
1
is
not
precluded
from
being
an
assignee
merely
because
the
person
performed
services
for
the
assignor
before
the
assignment.
3.
An
assignment
agreement
must
be
in
a
record
signed
by
the
assignor
and
the
assignee.
The
record
must
do
all
of
the
following:
a.
State
the
name
and
address
of
the
assignor
and
of
the
assignee.
b.
Transfer
or
provide
for
a
transfer
of
all
the
assignor’s
assets.
c.
Describe
the
assigned
assets
in
sufficient
detail
to
identify
the
assets.
d.
Provide
for
the
distribution
of
the
assignment
estate.
e.
Describe
the
fees
to
be
charged
by
the
assignee
in
connection
with
the
assignment,
including
the
basis
on
which
they
are
to
be
calculated.
f.
Include
a
representation
by
the
assignor,
under
penalty
of
perjury,
that
the
assignor
is
assigning
all
the
assignor’s
assets.
4.
If
an
assignee
relies
in
good
faith
on
the
assignor’s
representation
made
under
subsection
3,
paragraph
“f”
,
all
the
assignor’s
assets
are
deemed
to
be
assigned,
even
if
the
representation
is
inaccurate.
Sec.
5.
NEW
SECTION
.
681A.5
Effect
of
assignment
——
when
assignment
agreement
effective.
1.
An
assignee
obtains
the
rights,
title,
and
interests
of
the
assignor
in
the
assigned
assets.
Senate
File
2497,
p.
7
2.
If
the
assignor
is
an
organization,
an
assignee
obtains
the
rights,
title,
and
interests
of
the
assignor
in
assets
acquired
after
the
assignment.
3.
Except
as
provided
in
section
681A.10,
subsection
2,
paragraph
“l”
,
an
assignee
takes
each
assigned
asset
subject
to
an
existing
interest
in
the
asset
held
by
another
person.
4.
An
assignee
holds
the
assigned
assets
subject
to
the
assignee’s
duties
under
section
681A.9.
5.
An
assignment
is
subject
to
other
law
under
which
the
assignment
may
be
fraudulent
or
otherwise
voidable.
6.
The
effective
date
of
an
assignment
agreement
is
the
date
the
agreement
is
signed
by
the
last
party
to
the
agreement
that
is
required
to
sign
the
agreement
unless
a
later
date
is
identified
in
the
agreement
as
the
effective
date.
Sec.
6.
NEW
SECTION
.
681A.6
Filing,
recording,
and
title
transfer
requirements.
1.
In
this
section,
“financing
statement”
has
the
same
meaning
as
defined
in
section
554.9102,
subsection
1.
2.
An
assignee
of
a
legal
or
equitable
interest
in
personal
property
shall
file
a
financing
statement
in
the
filing
office
of
any
of
the
following:
a.
This
state
established
for
purposes
of
section
554.9501,
subsection
1,
paragraph
“b”
.
b.
Any
other
state
in
which
any
of
the
following
apply:
(1)
The
assignor
would
be
located
under
section
554.9307
if
the
assignor
were
a
debtor
for
the
purpose
of
that
section.
(2)
An
asset
of
the
assignment
estate
may
be
located.
3.
A
financing
statement
filed
under
subsection
2
must
indicate
that
it
is
filed
in
connection
with
an
assignment.
4.
When
filing
a
financing
statement
under
subsection
2,
the
assignee
must
do
any
of
the
following:
a.
Attach
a
copy
of
the
assignment
agreement
to
the
financing
statement.
b.
State
on
the
financing
statement
that
a
copy
of
the
assignment
agreement
is
available
on
request
to
the
assignee.
5.
A
financing
statement
filed
under
subsection
2
may
do
any
of
the
following:
a.
Designate
the
assignor
as
“debtor”
and
the
assignee
as
“secured
party”.
Senate
File
2497,
p.
8
b.
Use
the
terms
“assignor”
and
“assignee”
or
words
of
similar
import.
6.
The
filing
of
a
financing
statement
under
subsection
2
is
not
itself
a
factor
in
determining
whether
an
asset
secures
an
obligation.
The
rights
of
the
assignee
under
the
assignment
are
not
affected
if
the
assignee
does
not
file
a
financing
statement
under
subsection
2.
7.
An
assignee
of
a
legal
or
equitable
interest
in
real
property
shall
record
the
assignment
of
the
interest
or
notice
of
the
assignment
under
the
real
estate
recording
law
of
the
jurisdiction
where
the
property
is
located.
8.
An
assignee
shall
comply
with
other
law
governing
the
transfer
of
title
to
an
asset.
9.
By
signing
an
assignment
agreement,
the
assignor
authorizes
the
assignee
to
take
the
actions
required
by
this
section.
Sec.
7.
NEW
SECTION
.
681A.7
Notification
to
creditors.
1.
Unless
a
creditor
waives
in
a
signed
record
the
right
to
notification,
an
assignee
shall
send
a
notification
of
the
assignment
to
each
creditor
known
to
the
assignee
within
a
reasonable
time
not
to
exceed
thirty
days
after
the
effective
date
of
the
assignment
agreement.
2.
The
notification
must
satisfy
all
of
the
following
requirements:
a.
Be
in
a
record
signed
by
the
assignee.
b.
Include
the
assignee’s
name,
address,
and
other
contact
information
reasonably
necessary
to
communicate
with
the
assignee.
c.
Provide
reasonable
instructions
for
submitting
a
proof
of
claim
using
the
method
established
by
the
assignee
under
section
681A.9,
subsection
2,
paragraph
“e”
.
d.
Identify
the
date
established
under
section
681A.9,
subsection
2,
paragraph
“f”
,
by
which
each
creditor
whose
claim
is
not
otherwise
allowed
without
a
timely
proof
of
claim
under
this
chapter
must
submit
a
proof
of
claim.
3.
An
assignee
shall
use
reasonable
means
to
provide
the
information
in
subsection
2
to
unknown
creditors,
including
by
any
means
the
assignor
regularly
used
to
do
any
of
the
following:
Senate
File
2497,
p.
9
a.
Provide
information
to
the
assignor’s
creditors.
b.
Communicate
information
about
the
assignor,
other
than
advertising,
to
the
public.
Sec.
8.
NEW
SECTION
.
681A.8
Duties
of
assignor.
1.
Subject
to
section
681A.23,
an
assignor
has
a
duty
to
take
all
reasonable
actions
necessary
for
the
assignee
to
administer
the
assignment,
the
assigned
assets,
and
the
assignment
estate.
2.
In
furtherance
of
the
duty
under
subsection
1,
the
assignor
shall
do
all
of
the
following:
a.
Preserve
and
turn
over
to
the
assignee
the
assigned
assets
in
the
assignor’s
possession
or
control.
b.
Provide
to
the
assignee
information
reasonably
necessary
to
administer
the
assignment,
the
assigned
assets,
and
the
assignment
estate.
c.
Sign
any
record
reasonably
necessary
to
transfer
an
assigned
asset
and
comply
with
any
notarization
required
under
other
law.
d.
Designate,
and
provide
the
assignee
with
the
name,
address,
and
other
contact
information
reasonably
necessary
to
communicate
with,
an
appropriate
person
willing
and
able
to
act
as
a
representative
on
behalf
of
the
assignor
as
may
be
reasonably
necessary
to
administer
the
assignment,
the
assigned
assets,
and
the
assignment
estate.
e.
If
the
assignment
includes
a
legal
or
equitable
interest
in
real
property
or
titled
personal
property,
cooperate
with
the
assignee
in
taking
actions
under
section
681A.6.
f.
On
or
as
soon
as
practicable
after
the
effective
date
of
the
assignment
agreement,
provide
the
assignee
with
all
of
the
following:
(1)
A
list
of
all
assets.
(2)
A
list
of
all
the
assignor’s
employees,
including
those
whose
employment
is
terminated
in
connection
with
the
assignment.
(3)
A
list
of
all
the
assignor’s
known
creditors,
including,
for
each
creditor,
the
creditor’s
address
and
other
contact
information
reasonably
necessary
to
communicate
with
the
creditor.
g.
A
verification
under
penalty
of
perjury
the
accuracy
of
Senate
File
2497,
p.
10
the
lists
required
under
paragraph
“f”
.
h.
With
respect
to
a
legal
or
equitable
interest
in
property
restricted
from
assignment,
cooperate
with
the
assignee
to
obtain
consent
from
a
person
whose
consent
to
assign
the
interest
is
necessary
under
other
law.
i.
Provide
assistance
to
the
assignee
as
required
by
the
assignment
agreement.
3.
The
duties
in
this
section
also
apply
to
a
representative
designated
under
subsection
2,
paragraph
“d”
.
Sec.
9.
NEW
SECTION
.
681A.9
Duties
of
assignee.
1.
Subject
to
section
681A.23,
an
assignee
has
a
fiduciary
duty
to
the
assignment
estate
for
the
benefit
of
creditors
to
do
all
of
the
following:
a.
Provide
a
duty
of
loyalty,
including
the
duty
to
manage
the
assignment
in
good
faith.
b.
Use
reasonable
care
to
maximize
distributions
under
section
681A.15.
c.
Wind
up
the
assignment
under
section
681A.19
in
a
manner
compatible
with
the
best
interests
of
the
assignment
estate
and
creditors.
2.
Without
limitation
on
the
duties
under
subsection
1,
and
subject
to
section
681A.23,
the
assignee
also
has
a
duty
to
do
all
of
the
following:
a.
Maintain
a
separate
deposit
account
for
funds
related
to
the
assignment.
b.
Collect
on
or
dispose
of
each
assigned
asset,
unless
the
assignee
determines
it
is
more
economically
efficient
to
abandon
the
asset.
c.
Prepare
and
retain
appropriate
business
records,
including
a
record
of
each
receipt,
disbursement,
and
collection
on
or
disposition
of
an
assigned
asset.
d.
Pay
administrative
expenses
of
the
assignment
estate,
to
the
extent
the
assignment
estate
has
sufficient
unencumbered
assets.
e.
Establish
a
method
that
is
reasonably
designed
to
permit
a
creditor
to
submit
a
proof
of
claim.
f.
Establish
a
single
date
by
which
creditors
whose
claims
are
not
otherwise
allowed
without
timely
proofs
of
claim
under
this
chapter
must
submit
proofs
of
claim,
which
must
be
one
Senate
File
2497,
p.
11
hundred
twenty
days
after
the
effective
date
of
the
assignment
agreement.
g.
Unless
a
claim
would
receive
minimal
or
no
distribution
without
regard
to
the
claim’s
validity
or
asserted
priority,
examine
the
validity
and
priority
of
claims
against
the
assignment
estate
and,
if
necessary,
consult
with
the
representative
designated
by
the
assignor
under
section
681A.8,
subsection
2,
paragraph
“d”
.
h.
At
least
every
six
months,
provide
to
each
creditor
a
summary
of
the
assets,
liabilities,
and
expenses
of
the
assignment
estate.
i.
Comply
with
all
requirements
of
the
United
States
internal
revenue
service
and
state
and
local
taxing
authorities.
j.
Send
a
notification
to
each
creditor
of
the
assignee’s
compensation
and
any
change
in
the
method
of
determining
the
assignee’s
compensation
from
the
method
provided
in
the
assignment
agreement.
k.
Send
a
final
accounting
under
section
681A.19,
subsection
1.
l.
Comply
with
the
other
requirements
imposed
on
the
assignee
under
this
chapter.
Sec.
10.
NEW
SECTION
.
681A.10
Powers
of
assignee.
1.
An
assignee
has
the
powers
necessary
or
appropriate
to
perform
the
assignee’s
duties.
2.
Unless
the
assignment
agreement
expressly
provides
otherwise,
the
assignee
has
power
to
do
any
of
the
following:
a.
Operate
an
existing
business
that
uses
an
assigned
asset,
including
preservation
of
the
asset
and
collection
on,
or
the
sale,
lease,
license,
or
other
disposition
of,
the
asset.
b.
Incur
secured
or
unsecured
debt
and
pay
expenses
incidental
to
the
exercise
of
the
power
under
subsection
1.
c.
Assert
a
right,
claim,
cause
of
action,
or
defense
the
assignor
could
have
asserted
that
relates
to
the
assignment
estate.
d.
Engage
professionals,
including
a
professional
previously
engaged
by
the
assignor,
to
give
advice,
to
prosecute
or
defend
litigation,
or
for
other
purposes
as
the
assignee
considers
appropriate,
and
pay
professionals
reasonable
fees
for
services
Senate
File
2497,
p.
12
from
the
assignment
estate.
e.
Collect
on,
or
sell,
lease,
license,
or
otherwise
dispose
of,
an
asset
of
the
assignment
estate
regardless
of
whether
the
asset
is
subject
to
a
lien
or
other
encumbrance.
f.
Exercise
a
right
to
redeem
an
asset
of
the
assignment
estate
that
is
subject
to
a
mortgage,
deed
of
trust,
security
interest,
or
other
encumbrance.
g.
Settle
a
matter
involving
a
debtor
of
the
assignor.
h.
Prosecute
or
defend
a
litigation
pending
on
the
effective
date
of
the
assignment
agreement
in
favor
of
or
against
the
assignor
in
the
manner
and
with
the
same
effect
as
the
assignor
could
have
done
if
the
assignment
had
not
been
made.
i.
Recover
an
asset
in
the
manner
and
with
the
same
effect
as
the
assignor
could
have
done
if
the
assignment
had
not
been
made.
j.
Settle
claims
against
the
assignment
estate.
k.
Abandon
an
assigned
asset.
l.
Subject
to
subsections
3
and
5,
avoid
a
transfer
or
the
incurrence
of
an
obligation
which
a
creditor
that
has
filed
a
proof
of
claim
could
have
avoided
under
other
law
if
the
assignment
had
not
been
made.
m.
Invest
funds,
subject
to
applicable
prudent
investor
standards
under
other
law.
3.
The
power
under
subsection
2,
paragraph
“1”
,
is
exclusive
to
the
assignee
with
respect
to
a
creditor
that
submits
a
proof
of
claim.
A
recovery
by
the
assignee
in
the
exercise
of
this
power
must
be
for
the
benefit
of
the
assignment
estate
but
may
not
exceed
the
amount,
asset,
or
other
value
the
creditor
could
have
obtained
by
the
avoidance.
4.
For
the
purpose
of
exercising
the
assignee’s
power
under
subsection
2,
paragraph
“1”
,
exercising
a
voidable-transaction
remedy,
or
otherwise
establishing
the
priority
of
the
assignee’s
interest,
an
assignee
has
a
lien
on
the
assignment
estate
and
the
status
of
all
of
the
following:
a.
A
lien
creditor
under
section
554.9102,
subsection
1,
paragraph
“be”
,
subparagraph
(2),
as
to
an
asset
that
is
a
legal
or
equitable
interest
in
personal
property
or
fixtures.
b.
A
bona
fide
purchaser
as
to
an
asset
that
is
a
legal
or
equitable
interest
in
real
property,
other
than
fixtures,
Senate
File
2497,
p.
13
located
in
this
state.
c.
A
bona
fide
purchaser
under
the
law
of
another
state
as
to
an
asset
that
is
a
legal
or
equitable
interest
in
real
property,
other
than
fixtures,
located
in
the
other
state.
5.
An
assignee’s
power
under
subsection
2,
paragraph
“1”
,
to
avoid
a
transfer
made
before
the
effective
date
of
the
assignment
agreement,
under
or
in
connection
with
a
swap
agreement,
securities
contract,
commodity
contract,
forward
contract,
repurchase
agreement,
or
master
netting
agreement,
is
limited
to
the
extent
a
trustee
would
not
have
the
power
to
avoid
the
transfer
under
the
federal
bankruptcy
code,
11
U.S.C.
§101
et
seq.,
as
amended.
6.
An
assignee
shall
exercise
the
powers
under
this
section
consistent
with
the
assignee’s
fiduciary
duty
under
section
681A.9,
subsection
1.
Sec.
11.
NEW
SECTION
.
681A.11
Allowed
claim.
1.
An
assignee
shall
allow
a
creditor’s
claim
if
all
of
the
following
apply:
a.
The
creditor
submits
a
proof
of
claim
in
compliance
with
section
681A.13.
b.
The
assignee
does
not
dispute
the
claim
under
section
681A.12
before
final
distribution.
2.
An
assignee
may
do
any
of
the
following:
a.
Allow
a
claim,
pay
a
known
liquidated
claim,
or
accept
a
notice
to
the
assignee
of
a
claim
received
by
the
date
established
by
the
assignee
under
section
681A.9,
subsection
2,
paragraph
“f”
,
even
if
the
creditor
does
not
submit
a
proof
of
claim.
b.
Allow
and
pay
a
claim
evidenced
by
a
late-filed
proof
of
claim,
if
the
assignee
determines
there
is
a
reasonable
basis
for
excusing
the
late
filing.
3.
Any
unsecured
portion
of
an
allowed
claim
shall
be
valued
as
of
the
effective
date
of
the
assignment
agreement.
4.
A
creditor’s
claim
is
allowed
if
the
creditor
succeeds
in
a
dispute
under
section
681A.12,
subsection
2.
5.
Subject
to
subsection
6,
after
expiration
of
the
time
for
submitting
a
proof
of
claim,
the
assignee
shall
create
a
complete
list
of
creditors
that
have
submitted
a
proof
of
claim
in
compliance
with
section
681A.13.
For
each
creditor’s
claim,
Senate
File
2497,
p.
14
the
list
must
state
all
of
the
following:
a.
The
amount
of
the
claim,
if
the
amount
is
known
to
the
assignee.
b.
Whether
the
claim
is
secured
or
unsecured
and,
if
secured,
describe
the
collateral
for
the
claim.
6.
If
a
class
of
creditors
will
receive
no
distribution
on
account
of
allowed
claims,
the
assignee
shall
send
a
notice
in
a
record
to
each
creditor
in
that
class
that
the
creditor
will
receive
no
distribution
instead
of
the
list
required
in
subsection
5.
7.
If
requested
by
a
creditor
or
other
party
with
an
interest
in
the
assignment
estate,
the
assignee
shall
provide
the
list
created
under
subsection
5
to
the
person
making
the
request
to
the
extent
permitted
by
privacy
laws
and
subject
to
any
privacy
safeguards
the
assignee
determines
in
the
assignee’s
business
judgment
are
reasonably
necessary.
Sec.
12.
NEW
SECTION
.
681A.12
Disputed
and
disallowed
claims.
1.
An
assignee
may
dispute
a
creditor’s
claim
before
final
distribution
by
sending
notification
in
a
record
stating
the
nature
of
the
assignee’s
dispute
to
the
creditor.
2.
If
a
dispute
cannot
be
resolved
consensually,
the
assignee
may
commence
a
proceeding
under
section
681A.21
to
disallow
the
claim.
The
assignee
must
commence
the
proceeding
before
final
distribution
under
section
681A.15.
If
the
proceeding
is
not
filed
before
final
distribution,
the
assignee
shall
allow
the
claim
under
section
681A.11.
3.
An
assignee
shall
create
a
dollar-for-dollar
reserve
for
the
estimated
amount
of
the
potential
distribution
on
a
disputed
claim.
4.
Subject
to
subsection
2,
an
assignee
shall
disallow
a
claim
for
reimbursement
or
contribution
of
a
person
that
is
liable
with
the
assignor
on,
or
that
has
secured,
the
claim,
to
the
extent:
a.
The
claim
against
the
assignment
estate
is
disallowed.
b.
The
claim
for
reimbursement
or
contribution
is
contingent
as
of
the
time
of
allowance
or
disallowance.
c.
The
person
asserts
a
right
of
subrogation
to
the
rights
of
a
creditor.
Senate
File
2497,
p.
15
5.
A
claim
for
reimbursement
or
contribution
of
a
person
liable
with
the
assignor
on,
or
that
has
secured,
the
claim
that
becomes
fixed
after
the
effective
date
of
the
assignment
agreement
shall
be
determined,
and
shall
be
allowed
or
disallowed,
subject
to
subsection
2,
as
if
the
claim
had
become
fixed
before
the
effective
date
of
the
assignment
agreement.
6.
An
assignee
may
reconsider
the
assignee’s
decision
to
allow
or
disallow
a
claim
for
cause.
If
a
reconsidered
claim
is
allowed
under
section
681A.11,
before
the
assignee
makes
additional
payments
or
transfers
to
other
creditors
that
are
equal
or
junior
in
priority
under
section
681A.15
to
the
reconsidered
claim,
the
creditor
with
the
reconsidered
claim
shall
receive
a
payment
or
transfer
in
an
amount
proportionate
in
value
to
the
payments
or
transfers
already
received
by
the
other
creditors.
This
subsection
does
not
modify
the
assignee’s
right
under
other
law
to
recover
from
a
creditor
an
excess
payment
or
transfer
made
to
the
creditor.
If
a
reconsidered
claim
is
disallowed,
the
assignee
shall
comply
with
subsections
2
and
3.
Sec.
13.
NEW
SECTION
.
681A.13
Proof
of
claim.
1.
A
proof
of
claim
must
do
all
of
the
following:
a.
State
the
name,
address,
and
other
contact
information
reasonably
necessary
to
communicate
with
the
creditor.
b.
State
the
amount
of
the
claim.
c.
Briefly
state
the
nature
of
the
claim.
d.
Identify
any
asset
of
the
assignment
estate
securing
the
claim.
e.
Be
signed
by
the
creditor
under
penalty
of
perjury.
f.
Include
a
copy
of
a
record,
if
any,
on
which
the
claim
is
based.
g.
Be
submitted
using
the
method
established
under
section
681A.9,
subsection
2,
paragraph
“e”
.
h.
Be
submitted
by
the
date
established
by
the
assignee
under
section
681A.9,
subsection
2,
paragraph
“f”
.
2.
A
proof
of
claim
submitted
in
compliance
with
this
section
is
prima
facie
evidence
of
the
validity
and
amount
of
the
claim.
3.
The
submission
by
a
creditor
of
a
proof
of
claim
in
compliance
with
this
section
constitutes
all
of
the
following:
Senate
File
2497,
p.
16
a.
The
creditor’s
consent
to
the
jurisdiction
of
the
court
under
section
681A.21.
b.
Assignment
to
the
assignee
of
any
right
of
the
creditor
to
bring
a
voidable
transaction
action
relating
to
the
creditor’s
claim.
Sec.
14.
NEW
SECTION
.
681A.14
Rights
of
transferees.
1.
An
assignee’s
disposition
of
an
asset
does
all
of
the
following:
a.
Transfers
to
a
transferee
for
value
all
of
the
assignee’s
rights
in
the
asset.
b.
Discharges
the
assignee’s
lien
and,
to
the
extent
the
assignment
creates
a
security
interest
in
favor
of
the
assignee,
the
assignee’s
security
interest.
c.
Discharges
any
subordinate
security
interest
or
other
lien
subordinate
to
the
assignee’s
lien.
2.
A
transferee
that
acts
in
good
faith
takes
free
of
the
rights
and
interests
described
in
subsection
1,
even
if
the
assignee
fails
to
comply
with
this
chapter
or
the
requirements
of
a
judicial
proceeding.
3.
If
a
transferee
does
not
take
free
of
the
rights
and
interests
described
in
subsection
1,
the
transferee
takes
the
asset
subject
to
all
of
the
following:
a.
The
assignee’s
rights
in
the
assets
of
the
assignment
estate.
b.
The
assignee’s
lien
and,
if
applicable,
security
interest.
c.
Any
other
security
interest
or
other
lien.
4.
Unless
otherwise
provided
in
a
record,
any
warranty
arising
by
operation
of
other
law
is
disclaimed
to
the
extent
permitted
by
other
law.
5.
If
a
subordinate
security
interest
or
other
lien
is
discharged
under
this
section,
the
assignee
may
file
a
record
with
the
official
or
office
responsible
for
maintaining
an
official
filing,
recording,
registration,
or
certificate-of-title
system
covering
the
asset
secured
by
the
security
interest
or
other
lien.
The
record
must
state
that
the
security
interest
or
other
lien
is
discharged
as
a
subordinate
security
interest
or
other
lien
in
connection
with
a
disposition
under
an
assignment
for
the
benefit
of
creditors
Senate
File
2497,
p.
17
of
the
assignor
whose
asset
is
subject
to
the
security
interest
or
other
lien.
Sec.
15.
NEW
SECTION
.
681A.15
Distributions.
1.
In
this
section,
“protected
secured
creditor”
means
a
secured
creditor,
if
all
of
the
following
apply
to
the
secured
creditor’s
lien:
a.
It
is
a
perfected
lien.
b.
It
cannot
be
avoided
by
the
assignee
under
section
681A.10,
subsection
2,
paragraph
“l”
.
c.
It
is
not
subordinate
to
the
assignee’s
lien.
2.
Except
as
provided
in
section
681A.16,
the
assignee
shall
pay
claims
from
the
assignment
estate
allowed
under
section
681A.11
in
the
order
of
priority
stated
in
this
section.
3.
Unless
otherwise
agreed
between
the
assignee
and
a
protected
secured
creditor,
before
distributions
under
subsections
4,
5,
6,
and
7,
and
in
accordance
with
the
priorities
of
creditors
with
liens
under
other
law,
the
protected
secured
creditor
shall
receive
the
asset
or
the
proceeds
from
the
collection
on
or
disposition
of
the
asset
to
the
extent
of
the
value
of
the
protected
secured
creditor’s
interest
in
the
asset,
less
the
assignee’s
reasonable
and
necessary
expenses
of
preserving
or
disposing
of
the
asset
to
the
extent
the
expenses
benefit
the
protected
secured
creditor
and
are
incurred
with
the
protected
secured
creditor’s
consent
or
acquiescence.
The
protected
secured
creditor
has
an
unsecured
claim
under
subsection
7,
paragraph
“b”
,
for
the
amount
of
the
claim
that
remains
after
deducting
the
amount
or
value
of
an
asset
the
protected
secured
creditor
receives
under
this
subsection.
To
the
extent
a
claim
is
secured
by
an
asset
the
value
of
which,
after
the
deductions
provided
under
this
subsection,
is
greater
than
the
amount
of
the
claim,
the
protected
secured
creditor
may
receive
interest
on
the
claim
and
any
reasonable
fees,
costs,
or
charges
provided
for
under
the
agreement
or
other
law
under
which
the
claim
arose.
4.
After
the
distributions
under
subsection
3,
the
assignee
shall
pay
the
necessary
costs
of
the
administration
of
the
assignment
estate.
The
costs
include
all
of
the
following:
a.
Fees
and
reimbursements
of
the
expenses
of
the
assignee
and
any
professionals
engaged
by
the
assignee.
Senate
File
2497,
p.
18
b.
Post-assignment
taxes
incurred
by
the
assignee.
c.
Post-assignment
rent
incurred
by
the
assignee
in
occupying
premises
on
which
assets
of
the
assignment
estate
are
located
or
the
business
of
the
assignor
is
conducted.
d.
Post-assignment
lease
payments
incurred
by
the
assignee
in
renting
personal
property
used
in
the
business
of
the
assignor.
e.
Amounts
required
to
be
paid
under
the
assignment
agreement
for
expenses
of
winding
up
the
assignment
under
section
681A.19.
5.
After
the
distributions
under
subsections
3
and
4,
the
assignee
shall
pay
claims
entitled
to
priority
under
federal
law
including
under
31
U.S.C.
§3713,
as
amended,
from
the
assignment
estate.
6.
After
the
distributions
under
subsections
3,
4,
and
5,
the
assignee
shall
pay
claims
from
the
assignment
estate
for
wages,
salaries,
or
commissions
earned
not
more
than
one
hundred
eighty
days
before
the
earlier
of
the
effective
date
of
the
assignment
agreement
or
the
cessation
of
the
assignor’s
business.
Payment
shall
be
limited
to
the
greater
of
the
following:
a.
The
amount
of
the
claim
allowed
as
a
priority
claim
ahead
of
claims
of
other
unsecured
creditors
under
the
federal
bankruptcy
code,
11
U.S.C.
§101
et
seq.,
as
amended.
b.
The
amount
allowed
as
a
priority
claim
ahead
of
claims
of
other
unsecured
creditors
under
applicable
nonbankruptcy
law.
7.
After
the
distributions
under
subsections
3,
4,
5,
and
6,
each
creditor
shall
receive
a
distribution
of
the
assets
of
the
assignment
estate
in
the
following
order
of
priority:
a.
Unsecured
claims
entitled
to
priority
ahead
of
claims
of
other
unsecured
creditors
under
other
law.
b.
Unsecured
claims
not
entitled
to
priority.
8.
If
the
assets
available
for
distribution
to
claims
with
equal
priority
under
subsection
7
are
insufficient
to
pay
the
total
amount
of
the
claims
with
that
priority,
each
creditor
with
a
claim
with
that
priority
shall
receive
a
pro
rata
distribution
of
the
available
assets
based
on
the
proportion
the
amount
of
the
creditor’s
claim
bears
to
the
total
amount
of
the
claims
with
that
priority.
Senate
File
2497,
p.
19
9.
If
the
claims
entitled
to
the
distribution
under
subsections
3,
4,
5,
6,
and
7
are
paid
in
full,
the
residue
shall
be
distributed
to
allowed
claims
evidenced
by
a
late-filed
proof
of
claim,
other
than
a
late-filed
claim
allowed
by
the
assignee
under
section
681A.11,
subsection
2,
paragraph
“b”
,
and,
after
the
allowed
claims
evidenced
by
a
late-filed
proof
of
claim
have
been
paid
in
full,
as
provided
in
the
assignment
agreement.
10.
An
assignee
may
make
interim
distributions
after
considering
future
expenses
and
the
reserves
for
disputed
claims
established
under
section
681A.12,
subsection
3.
Sec.
16.
NEW
SECTION
.
681A.16
Claim
subordination.
1.
A
subordination
agreement
is
enforceable
under
this
chapter
to
the
same
extent
the
agreement
is
enforceable
under
other
law.
2.
Subject
to
subsection
3,
all
of
the
following
claims
are
subordinate
to
a
claim
or
interest
that
is
senior
or
equal
in
priority
to
a
claim
or
interest
represented
by
a
security
or
other
equity
interest
in
the
assignor
or
an
affiliate
of
the
assignor:
a.
A
claim
arising
from
rescission
of
a
purchase
or
sale
of
the
security
or
other
equity
interest.
b.
A
claim
for
damages
arising
from
the
purchase
or
sale
of
the
security
or
other
equity
interest.
c.
A
claim
for
reimbursement
or
contribution
allowed
on
account
of
the
rescission
or
damage
claim.
3.
If
the
security
is
common
stock
or
another
common
equity
interest,
a
claim
subject
to
subordination
under
subsection
2
has
the
same
priority
as
common
stock
or
another
common
equity
interest.
Sec.
17.
NEW
SECTION
.
681A.17
Liability.
1.
An
assignor
is
not
personally
liable
for
an
act
or
omission
by
the
assignee.
2.
An
assignee
is
not
personally
liable
for
an
act
or
omission
by
the
assignor.
3.
A
representative
designated
by
an
assignor
under
section
681A.8,
subsection
2,
paragraph
“d”
,
is
exculpated
to
the
same
extent
as
a
person
acting
on
behalf
of
the
assignor
under
other
law
had
there
been
no
assignment,
except
for
an
act
or
omission
Senate
File
2497,
p.
20
resulting
from
the
representative’s
gross
negligence
or
willful
misconduct.
4.
A
term
of
an
assignment
agreement
relieving
the
assignee
of
liability
is
unenforceable
to
the
extent
the
agreement
relieves
the
assignee
of
liability
for
an
act
or
omission
committed
in
bad
faith
or
with
reckless
indifference
to
the
purposes
of
the
assignment
or
the
interests
of
the
creditors
of
the
assignment
estate.
5.
Subject
to
subsection
6,
an
assignee
is
personally
liable
for
breach
of
a
fiduciary
duty
under
section
681A.9,
subsection
1.
If
the
assignee
is
liable
all
of
the
following
apply:
a.
The
assignee
is
personally
liable
to
a
creditor
for
an
individualized
harm
to
the
creditor
if
the
harm
is
not
shared
by
all
creditors
or
a
class
of
creditors.
b.
The
assignee
is
personally
liable
to
the
assignment
estate
for
a
harm
shared
by
all
creditors
or
a
class
of
creditors.
6.
An
assignee
is
not
liable
if,
in
the
performance
of
the
assignee’s
duties
and
exercise
of
the
assignee’s
powers,
the
assignee
relies
in
good
faith
on
any
of
the
following:
a.
A
record
of
the
assignor.
b.
Information,
an
opinion,
a
report,
or
a
statement
presented
to
the
assignee
by
the
assignor’s
officer
or
employee,
a
committee
of
the
assignor’s
board
of
directors,
an
independent
director
or
manager
of
the
assignor,
or
another
representative
of
the
assignor.
c.
Information,
an
opinion,
a
report,
or
a
statement
presented
to
the
assignee
by
another
person
that
has
been
selected
with
reasonable
care
by
or
on
behalf
of
the
assignee
as
to
a
matter
the
assignee
reasonably
believes
is
within
the
other
person’s
professional
or
expert
competence.
Sec.
18.
NEW
SECTION
.
681A.18
Assignee
removal
——
successor
assignee.
1.
The
assignor
or
a
creditor
may
request
the
district
court
to
remove
the
assignee,
if
the
assignor
or
creditor
has
a
reasonable
belief
grounds
for
removal
exist
under
subsection
2.
2.
After
a
request
under
subsection
1
or
on
the
district
court’s
initiative
in
an
action
pending
before
the
court
under
section
681A.21,
the
court
may
remove
an
assignee
based
on
any
Senate
File
2497,
p.
21
of
the
following:
a.
For
cause,
including
the
assignee’s
fraud,
dishonesty,
incompetence,
gross
mismanagement,
or
failure
to
comply
with
this
chapter.
b.
If
removal
of
the
assignee
best
serves
the
interests
of
the
creditors.
3.
After
an
assignee
resigns,
or
is
removed,
dies,
or
becomes
incapacitated,
a
successor
assignee
provided
for
in
the
assignment
agreement
becomes
the
assignee,
unless
the
successor
assignee
is
not
eligible
to
be
an
assignee
under
section
681A.4,
subsection
1,
or
is
subject
to
removal
under
subsection
2.
A
court
shall
appoint
a
successor
assignee
if
any
of
the
following
apply:
a.
The
assignment
agreement
does
not
provide
for
a
successor
assignee.
b.
The
successor
assignee
provided
for
in
the
assignment
agreement
is
ineligible
to
be
an
assignee
under
section
681A.4,
subsection
1,
or
is
subject
to
removal
under
subsection
2.
4.
Subject
to
section
681A.17,
an
assignee
that
resigns,
or
is
removed,
dies,
or
becomes
incapacitated,
is
discharged
from
the
assignee’s
duties
under
this
chapter
when
the
assignee,
or
a
representative
of
a
deceased
or
incapacitated
assignee
does
all
of
the
following:
a.
Accounts
for
and
turns
over
to
the
successor
assignee
all
assets
of
the
assignment
estate.
b.
Submits
to
creditors
a
report
summarizing
the
receipts
and
disbursements
made
during
the
service
of
the
assignee.
5.
Subject
to
an
applicable
privilege,
a
court
may
order
an
attorney,
accountant,
or
other
person
that
has
information
in
a
record
relating
to
the
assignment
estate
or
the
assignor’s
financial
affairs
to
turn
over
or
disclose
the
record
to
the
successor
assignee.
Sec.
19.
NEW
SECTION
.
681A.19
Winding
up.
1.
On
completion
of
an
assignee’s
duties,
the
assignee
shall
send
a
creditor
whose
claim
is
allowed
under
section
681A.11,
and
not
satisfied
in
full,
a
final
accounting
sufficient
to
inform
the
creditor
of
all
material
aspects
of
the
assignment,
including
all
of
the
following:
a.
A
description
of
the
actions
taken
by
the
assignee
under
Senate
File
2497,
p.
22
the
assignment.
b.
A
summary
of
the
assets
received
by
the
assignee
at
the
commencement
of
the
assignment
and
the
assets
received
by
the
assignee
during
the
assignment.
c.
A
summary
of
disbursements
made
by
the
assignee
during
the
assignment
for
the
purpose
of
administering
the
assignment
estate,
including
the
fees
charged
by
the
assignee,
and
payments
to
professionals,
for
rent,
and
for
business
purchases.
d.
A
summary
of
collections
and
dispositions
of
assets
by
the
assignee.
e.
A
summary
of
distributions
made
or
proposed
to
be
made
by
the
assignee
for
creditor
claims.
f.
A
description
of
additional
work
to
be
done
by
the
assignee
to
complete
the
administration
of
the
assignment
estate
and
the
distributions
under
section
681A.15.
g.
Other
information
considered
reasonably
necessary
by
the
assignee.
2.
Except
as
otherwise
provided
in
the
final
accounting
or
if
the
assignee
has
not
fulfilled
the
assignee’s
duties
under
this
chapter,
the
assignee
is
discharged
from
the
assignee’s
duties
under
this
chapter
when
the
assignee
sends
the
final
accounting
and
distributes
all
the
assets
of
the
assignment
estate.
3.
If
the
final
accounting
describes
additional
work
under
subsection
1,
paragraph
“f”
,
the
assignee
shall
exercise
the
powers
appropriate
to
complete
the
work.
4.
Upon
completion
of
the
assignee’s
duties,
the
assignor
is
entitled
to
obtain
or
effect
the
termination
of
any
financing
statement
filed
by
the
assignee
under
section
681A.6
to
the
same
extent
that
a
debtor
would
be
entitled
to
obtain
or
effect
the
filing
of
a
termination
statement
under
section
554.9509,
subsection
4,
paragraph
“b”
,
or
section
554.9513
upon
satisfaction
of
the
secured
obligations.
Sec.
20.
NEW
SECTION
.
681A.20
Interstate
matters.
1.
Subject
to
subsection
2,
an
assignment
made
under
the
law
of
another
state
must
be
recognized
and
enforced
on
an
issue
if
the
result
for
the
issue
would
be
substantially
similar
to
the
result
for
the
issue
if
the
assignment
had
been
made
under
Senate
File
2497,
p.
23
this
chapter.
2.
If
a
claim
for
wages,
salaries,
or
commissions
or
a
claim
of
a
governmental
unit
exists
in
another
state,
for
the
purpose
of
determining
the
priority
of
the
claim
under
section
681A.15,
subsection
6,
paragraph
“b”
,
the
assignee
shall
use
the
amount
asserted
or
determined
under
the
law
of
the
other
state.
3.
If
an
assignee
determines
that
a
creditor
should
receive
the
treatment
the
creditor
would
receive
under
an
assignment
made
under
the
law
of
another
state,
the
assignee
may
treat
the
creditor
as
the
creditor
would
be
treated
in
the
other
state.
Sec.
21.
NEW
SECTION
.
681A.21
Court
action.
1.
A
district
court
may
hear
and
resolve
a
matter
involving
the
administration
of
an
assignment
or
the
exercise
of
an
assignee’s
powers
and
duties,
including
a
request
for
instructions
or
approval
or
to
declare
rights.
2.
Without
limiting
the
rights
of
the
assignee
or
a
creditor
or
other
interested
person
to
request
the
court
to
hear
or
resolve
a
matter
under
subsection
1,
on
request
of
the
assignee,
the
court
may
issue
an
order
relating
to
the
administration
of
the
assignment
or
the
exercise
of
the
assignee’s
powers
and
duties,
including
an
order
for
disposition
of
an
asset
or
the
incurrence
of
an
obligation.
3.
Acceptance
of
the
assignment
by
the
assignee
constitutes
the
assignee’s
consent
to
the
jurisdiction
of
the
court.
Sec.
22.
NEW
SECTION
.
681A.22
Ancillary
assignee.
1.
Subject
to
other
law
of
this
state
governing
a
person
from
another
state
serving
as
a
fiduciary
in
this
state,
the
district
court
may
appoint
a
person
serving
as
an
assignee
in
an
assignment
in
another
state,
or
the
person’s
nominee,
as
an
ancillary
assignee
relating
to
assigned
assets
located
in
this
state
or
subject
to
the
jurisdiction
of
a
court
in
this
state,
if
all
of
the
following
apply:
a.
The
person
or
nominee
would
be
eligible
to
serve
as
an
assignee
under
section
681A.4.
b.
The
appointment
furthers
the
person’s
possession,
custody,
control,
or
disposition
of
an
assigned
asset
under
the
assignment
in
the
other
state.
2.
The
court
may
issue
an
order
that
implements
an
order
entered
in
another
state
appointing
or
directing
an
assignee
or
Senate
File
2497,
p.
24
otherwise
concerning
an
assignment
in
the
other
state.
3.
Unless
the
court
orders
otherwise,
an
ancillary
assignee
appointed
under
subsection
1
has
the
rights,
powers,
and
duties
of
an
assignee
appointed
under
this
chapter.
4.
A
person
in
possession,
custody,
or
control
of
an
assigned
asset
in
this
state,
other
than
a
creditor
holding
a
lien
or
a
right
of
setoff
or
recoupment
relating
to
the
asset,
shall,
on
notification
in
a
record
by
an
ancillary
assignee
appointed
under
subsection
1,
turn
over
the
asset
to
the
ancillary
assignee.
Sec.
23.
NEW
SECTION
.
681A.23
Provisions
variable
by
agreement.
1.
Except
as
provided
in
this
section
and
section
681A.10,
subsection
2,
the
provisions
of
this
chapter
shall
not
be
varied
by
agreement.
2.
The
duties
under
section
681A.8,
subsection
1,
and
section
681A.9,
subsection
1,
shall
not
be
disclaimed
by
agreement.
An
assignor
and
the
assignee
may
determine
by
agreement
the
standards
measuring
the
fulfillment
of
the
duties
of
the
assignor
under
section
681A.8
and
the
assignee
under
section
681A.9
if
the
standards
are
not
manifestly
unreasonable.
3.
Except
as
provided
in
section
681A.17,
subsection
4,
the
assignment
agreement
may
limit
the
assignee’s
liability
under
section
681A.17
and
may
require
the
assignee
be
indemnified
by
the
assignment
estate.
4.
Except
as
provided
under
section
681A.7,
subsection
1,
whenever
this
chapter
requires
an
action
to
be
taken
within
a
reasonable
time,
a
time
not
manifestly
unreasonable
may
be
fixed
by
agreement.
5.
The
assignment
agreement
may
provide
for
duties
of
the
assignee
in
addition
to
those
in
this
chapter.
Sec.
24.
NEW
SECTION
.
681A.24
Uniformity
of
application
and
construction.
In
applying
and
construing
this
uniform
act,
a
court
shall
consider
the
promotion
of
uniformity
of
the
law
among
states
that
enact
it.
Sec.
25.
NEW
SECTION
.
681A.25
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
Senate
File
2497,
p.
25
This
chapter
modifies,
limits,
or
supersedes
the
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
et
seq.,
as
amended,
but
does
not
modify,
limit,
or
supersede
15
U.S.C.
§7001(c),
or
authorize
electronic
delivery
of
any
of
the
notices
described
in
15
U.S.C.
§7003(b).
Sec.
26.
NEW
SECTION
.
681A.26
Transitional
provision.
This
chapter
applies
to
an
assignment
made
on
or
after
the
effective
date
of
this
Act.
Sec.
27.
REPEAL.
Chapter
681,
Code
2026,
is
repealed.
DIVISION
II
COORDINATING
PROVISIONS
PART
A
FRANCHISES
Sec.
28.
Section
523H.7,
subsection
3,
paragraph
b,
Code
2026,
is
amended
to
read
as
follows:
b.
All
or
a
substantial
part
of
the
assets
of
the
franchise
or
the
business
to
which
the
franchisee
relates
are
assigned
to
or
for
the
benefit
of
any
creditor
which
is
subject
to
chapter
681
681A
.
An
assignment
for
the
benefit
of
any
creditor
pursuant
to
this
paragraph
does
not
include
the
granting
of
a
security
interest
in
the
normal
course
of
business.
Sec.
29.
Section
537A.10,
subsection
7,
paragraph
c,
subparagraph
(2),
Code
2026,
is
amended
to
read
as
follows:
(2)
All
or
a
substantial
part
of
the
assets
of
the
franchise
or
the
business
to
which
the
franchisee
relates
are
assigned
to
or
for
the
benefit
of
any
creditor
which
is
subject
to
chapter
681
681A
.
An
assignment
for
the
benefit
of
any
creditor
pursuant
to
this
subparagraph
does
not
include
the
granting
of
a
security
interest
in
the
normal
course
of
business.
PART
B
JUDICIAL
ADMINISTRATION
Sec.
30.
Section
602.8102,
subsection
122,
Code
2026,
is
amended
to
read
as
follows:
122.
Carry
out
duties
relating
to
the
assignment
of
property
for
the
benefit
of
creditors
as
provided
in
chapter
681
681A
.
PART
C
TRANSFER
TAX
Sec.
31.
Section
428A.2,
Code
2026,
is
amended
by
adding
the
following
new
subsection:
Senate
File
2497,
p.
26
NEW
SUBSECTION
.
23.
The
transfer
of
property
from
an
assignor
to
an
assignee
pursuant
to
an
assignment
agreement
under
chapter
681A.
DIVISION
III
EFFECTIVE
DATE
Sec.
32.
EFFECTIVE
DATE.
This
Act
takes
effect
January
1,
2027.
______________________________
AMY
SINCLAIR
President
of
the
Senate
______________________________
PAT
GRASSLEY
Speaker
of
the
House
I
hereby
certify
that
this
bill
originated
in
the
Senate
and
is
known
as
Senate
File
2497,
Ninety-first
General
Assembly.
______________________________
W.
CHARLES
SMITHSON
Secretary
of
the
Senate
Approved
_______________,
2026
______________________________
KIM
REYNOLDS
Governor