Free Exemptions from Reporting Requirements - Iowa

MICHAEL A. MAURO Secretary of State State of Iowa

2009 BIENNIAL AGRICULTURAL REPORT
(Required by Iowa Code chapter 10B.)

FOR OFFICE USE ONLY

File by March 31, 2009
Name of the Reporting Entity, its Registered Agent and Registered Office.

This is the Biennial Agricultural Report for 2009 required by Iowa Code section 10B.4. Several "Reporting Entities" are required to file this Report. Because each "Reporting Entity" is carefully defined by law, it will be necessary for you to refer to the Instructions and Definitions included with this Report in order to determine your filing requirements. There are some exemptions from filing.

Exemptions from Reporting Requirements:
If the entity is a family farm corporation, family farm limited partnership, family trust, or a family farm limited liability company, please indicate by marking the appropriate box below and then proceed to signing the Report in item #8. (See the attached Instructions and Definitions to determine if you qualify for an exemption.) Family Farm Corporation Family Trust Family Farm Limited Partnership Family Farm Limited Liability Company

Reporting Requirements for Reporting Entities:
A Reporting Entity holds an interest in agricultural land if the Reporting Entity directly or indirectly owns or leases agricultural land in Iowa. 1. The Reporting Entity holding an interest in agricultural land in Iowa is: a. A corporation, other than a family farm corporation ...............................................................................................
Type: _____ Business Corporation _____ Nonprofit Corporation ______ Authorized Farm Corporation ______ Networking Farmers Corporation

b. A cooperative association, including cooperative corporations ............................................................................. c. A limited partnership, other than a family farm limited partnership ........................................................................ d. A trust, other than a family trust, including an authorized trust .............................................................................. e. A limited liability company, other than a family farm limited liability company .......................................................
Type: _____ Authorized Limited Liability Company _____ Farmers Cooperative Limited Liability Company _____ Networking Farmers Limited Liability Company

f. A foreign business .................................................................................................................................................. g. A foreign government ............................................................................................................................................. h. A nonresident alien .................................................................................................................................................

2. State the address of the Reporting Entity: ______________________________________________________________________________________________

3. During calendar year 2008, did the Reporting Entity* hold an interest in less than 20 acres of agricultural land in Iowa, with less than $10,000 of gross revenue produced from all farming on the land? ____ Yes ____ No
*If the Reporting Entity answers "Yes" to this question, it is EXCUSED from completing the remainder of this Report, except when the Reporting Entity is a foreign business, foreign government, or nonresident alien. If excused, you must still complete Item #'s 1 - 3 above and Item # 8 below.

4. For each person who holds an interest in the Reporting Entity, state their:
Name Address Citizenship
(if other than U.S.)

% Interest held in the Reporting Entity*

* The % interest held is not required to be reported if the person is a natural person who holds less than 10% interest.

5. If the Reporting Entity holds an interest in any OTHER Reporting Entity(ies), state:
The NAME(s) of the OTHER Reporting Entity(ies) The % Interest held in the OTHER Reporting Entity(ies) The number of acres of Agricultural Land held by the OTHER Reporting Entity(ies) that are "ATTRIBUTABLE" to the Reporting Entity filing this Report

6. a. The total number of acres held by the Reporting Entity in Iowa is __________________ acres. b. The acres are held, located, used and supervised as follows:
County in Iowa # of acres owned # of acres leased # of acres held other than by ownership or lease TOTAL # of acres held in the County (add columns 2, 3, and 4) # of acres used for the production of row crops Name(s) and address(es) of person(s) supervising the daily operations on the agricultural land

7. If the reporting entity is a life science enterprise as defined in 10C.1 (9), report the total amount of commercial sale of life science products and products other than life science products which are produced from the agricultural land held by the life science enterprise. Life Science Products Other than Life Science Products

8. I certify under penalty of perjury that the information provided in this Report is true and correct, and that the Reporting Entity meets all of the requirements to lawfully hold agricultural land in the state of Iowa. I agree to provide additional information upon request. _________________________________________________________
Signature of Authorized Representative

__________________________________
Date

_________________________________________________________
Print Name

__________________________________
Print Title

_________________________________________________________
Address

(

) ___________________
Telephone Number

MAIL TO: Secretary of State/Biennial Agricultural Report Lucas Building, 1st Floor Des Moines, IA 50319 515/281-5204

MICHAEL A. MAURO Secretary of State State of Iowa

Instructions and Definitions
for Filing the 2009 BIENNIAL AGRICULTURAL REPORT by March 31, 2009

READ THE INSTRUCTIONS AND THE IOWA CODE DEFINITIONS CAREFULLY BEFORE COMPLETING THE BIENNIAL AGRICULTURAL REPORT. INSTRUCTIONS ARE IN THE LEFT COLUMN ON THE FOLLOWING PAGES. IOWA CODE DEFINITIONS ARE IN THE RIGHT COLUMN ON THE FOLLOWING PAGES.

· This Biennial Agricultural Report MUST be filed by a Reporting Entity, unless that Reporting Entity is
exempt, by March 31, 2009. · All Reporting Entities are identified in Item #1. · The Report contains all of the information required by the Iowa General Assembly under Iowa Code section 10B.4. · The Report must contain accurate information for calendar year 2008 as of December 31, 2008. · After reading these instructions and definitions, if you still have questions, you may call (515) 281-5204 for assistance in completing the report. · Attach additional pages to the Report when necessary. · The Reporting Entity Name, Registered Agent and Registered Office are pre-printed. · Any change of registered agent and/or registered office must be reported immediately. If you need to change the preprinted information identifying the registered agent(s) and/or the registered office, complete the Statement of Change form, and file it with the Biennial Report or separately.

Mail to: Secretary of State/ Biennial Agricultural Report Lucas Building, 1st Floor Des Moines, IA 50319 515/281-5204

Ag Report 2009

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EXEMPTIONS
from Reporting Requirements

IOWA CODE DEFINITIONS
9H.1(8) "Family farm corporation" means a corporation: a. Founded for the purpose of farming and the ownership of agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related; b. All of its stockholders are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts as defined in subsection 11 of this section; and c. Sixty percent of the gross revenues of the corporation over the last consecutive three-year period comes from farming. 9H.1(10) "Family farm limited partnership" means a limited partnership which meets all of the following conditions: a. The limited partnership is formed for the purpose of farming and the ownership of agricultural land in which the general partner and a majority of the partnership interest is held by and the majority of limited partners are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related. b. The general partner manages and supervises the day-to-day farming operations on the agricultural land. c. All of the limited partners are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts. d. Sixty percent of the gross revenues of the partnership over the last consecutive three-year period come from farming. 9H.1(11) "Family trust" means a trust: a. In which a majority interest in the trust is held by and the majority of the beneficiaries are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related; and b. In which all the beneficiaries are natural persons, who are not acting as a trustee or in a similar capacity for a trust, as defined in subsection 22 of this section, or persons acting in a fiduciary capacity, or nonprofit corporations; and c. If the trust is established on or after July 1, 1988, the trust must be established for the purpose of farming and sixty percent of the gross revenues of the trust over the last consecutive three-year period must come from farming. 9H.1(9) "Family farm limited liability company" means a limited liability company which meets all of the following conditions: a. The limited liability company is founded for the purpose of farming and the ownership of agricultural land in which the majority of the members are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related. b. All of the members of the limited liability company are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts. c. Sixty percent of the gross revenues of the limited liability company over the last consecutive three-year period comes from farming.

If the reporting entity is: a family farm corporation, a family farm limited partnership, a family trust or a family farm limited liability company

[as defined in Iowa Code 9H.1], indicate by marking the appropriate box and proceed to signing the report in item #8. If the reporting entity qualifies for an exemption, follow the above instructions then return the completed Report to the Secretary of State by March 31, 2009.

DEFINITIONS from the Iowa Code relating to the reporting entities are found in the column to the right.

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REPORTING REQUIREMENTS
for Reporting Entities
The item numbers below correspond to the item numbers on the Report
A REPORTING ENTITY HOLDS AN INTEREST IN AGRICULTURAL LAND IF IT DIRECTLY OR INDIRECTLY OWNS OR LEASES AGRICULTURAL LAND IN THIS STATE. [Iowa Code § 10B.2]

IOWA CODE DEFINITIONS
10B.1(3) "Corporation" means a domestic or foreign corporation, including an entity organized pursuant to chapter 490, or a nonprofit corporation. 10B.1(9) "Nonprofit corporation" means any of the following: a. A corporation organized under the provisions of chapter 504, Code 1989, or current chapter 504. b. A corporation which qualifies under Title 26, section 501, of the United States Code 9H.1(8) "Family farm corporation" means a corporation: a. Founded for the purpose of farming and the ownership of agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related; b. All of its stockholders are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts as defined in subsection 11 of this section; and c. Sixty percent of the gross revenues of the corporation over the last consecutive three-year period comes from farming. 9H.1(3) "Authorized farm corporation" means a corporation other than a family farm corporation founded for the purpose of farming and the ownership of agricultural land in which: a. The stockholders do not exceed twenty-five in number; and b. The stockholders are all natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or nonprofit corporations. 10.1(15) "Networking farmers corporation" means a corporation, other than a family farm corporation as defined in section 9H.1, organized under chapter 490 if all of the following conditions are satisfied: a. All of the following apply: (1) Qualified farmers must hold at least fifty-one percent of all issued shares of the corporation. If more than one class of shares is authorized, qualified farmers must hold at least fifty-one percent of all issued shares in each class. (2) Qualified persons must hold at least seventy percent of all issued shares of the corporation. If more than one class of shares is authorized, qualified persons must hold at least seventy percent of all issued shares in each class. b. As used in paragraph "a", "issued shares" includes but is not limited to common stock or preferred stock, or each class of common stock or preferred stock, regardless of voting rights or a right to receive dividends or earning distributions. A security such as a warrant or option that may be converted to stock shall be considered as issued shares. 10B.1(2) "Cooperative association" means any entity organized on a cooperative basis, including an association of persons organized under chapter 497, 498, or 499; an entity composed of entities organized under those chapters; or a cooperative organized under chapter 501 or 501A.

1. The Reporting Entity holding an interest in agricultural land in Iowa is: Check one box in Item Numbers 1a through 1h that describes the Reporting Entity. If the Reporting Entity checks the box in either Item Numbers 1a or 1e, they must also indicate the "Type" of business entity. Iowa law carefully defines each of the Reporting Entities listed in Item Numbers 1a through 1h. For your convenience, the definitions are included in the column to the right. 1a. A corporation, other than a family farm corporation means a domestic or foreign corporation [Iowa Code § 10B.1(3)] including an entity organized pursuant to chapter 490, or a nonprofit corporation [Iowa Code § 10B.1(9)], other than a family farm corporation [as defined in section 9H.1(8)]. A family farm corporation qualifies as an exemption. Mark the appropriate box at the top of the report, sign and return the report to the Secretary of State. An authorized farm corporation [as defined in Iowa Code § 9H.1(3)]. A networking farmers corporation [as defined in Iowa Code § 10.1(15)]. 1b. A cooperative association [as defined in Iowa Code § 10B.1(2)], including a cooperative corporation organized under Iowa Code chapter 501 or 501A.



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1c. A limited partnership, [as defined in Iowa Code § 10B.1(8)] other than a family farm partnership [as defined in Iowa Code § 9H.1(10)]. A family farm limited partnership qualifies as an exemption. Mark the appropriate box at the top of the report, sign and return the report to the Secretary of State.

IOWA CODE DEFINITIONS
10B.1(8) "Limited partnership" means a foreign or domestic limited partnership, including a limited partnership as defined in section 488.102, and a domestic or foreign limited liability limited partnership under chapter 488. 9H.1(10) "Family farm limited partnership" means a limited partnership which meets all of the following conditions: a. The limited partnership is formed for the purpose of farming and the ownership of agricultural land in which the general partner and a majority of the partnership interest is held by and the majority of limited partners are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related. b. The general partner manages and supervises the day-to-day farming operations on the agricultural land. c. All of the limited partners are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts. d. Sixty percent of the gross revenues of the partnership over the last consecutive three-year period come from farming. 9H.1(22) "Trust" means a fiduciary relationship with respect to property, subjecting the person by whom the property is held to equitable duties to deal with the property for the benefit of another person, which arises as a result of a manifestation of an intention to create it. Trust does not include a person acting in a fiduciary capacity, as defined in subsection 13, or a revocable trust. A trust includes a legal entity holding property as trustee, agent, escrow agent, attorney in fact, and in any similar capacity. 9H.1(11) "Family trust" means a trust: a. In which a majority interest in the trust is held by and the majority of the beneficiaries are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related; and b. In which all the beneficiaries are natural persons, who are not acting as a trustee or in a similar capacity for a trust, as defined in subsection 22 of this section, or persons acting in a fiduciary capacity, or nonprofit corporations; and c. If the trust is established on or after July 1, 1988, the trust must be established for the purpose of farming and sixty percent of the gross revenues of the trust over the last consecutive three-year period must come from farming. 9H.1(5) "Authorized trust" means a trust other than a family trust in which: a. The beneficiaries do not exceed twenty-five in number; and b. The beneficiaries are all natural persons, who are not acting as a trustee or in a similar capacity for a trust as defined in subsection 22 of this section, or persons acting in a fiduciary capacity, or nonprofit corporations; and c. Its income is not exempt from taxation under the laws of either the United States or the state of Iowa.

1d. A trust [as defined in Iowa Code § 9H.1(22)], other than a family trust [as defined in Iowa Code § 9H.1(11)],
including an authorized trust [as defined in Iowa Code § 9H.1(5)]. A family trust qualifies as an exemption. Mark the appropriate box at the top of the report, sign and return the report to the Secretary of State.



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1e.

A limited liability company [as defined in Iowa Code § 10B.1(7)], other than a family farm limited liability company [as defined in Iowa Code § 9H.1(9)]. A family farm limited liability company qualifies as an exemption. Mark the appropriate box at the top of the report, sign and return the report to the Secretary of State. An authorized limited liability company [as defined in Iowa Code § 9H.1(4)]. A networking farmers limited liability company [as defined in Iowa Code § 10.1(17)]. A farmers cooperative limited liability company [as defined in Iowa Code § 10.1(9)].

IOWA CODE DEFINITIONS
10B.1(7) "Limited liability company" means a foreign or domestic limited liability company, including a limited liability company as defined in section 489.102 or 490A.102. 9H.1(9) "Family farm limited liability company" means a limited liability company which meets all of the following conditions: a. The limited liability company is founded for the purpose of farming and the ownership of agricultural land in which the majority of the members are persons related to each other as spouse, parent, grandparent, lineal ascendants of grandparents or their spouses and other lineal descendants of the grandparents or their spouses, or persons acting in a fiduciary capacity for persons so related. b. All of the members of the limited liability company are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or family trusts. c. Sixty percent of the gross revenues of the limited liability company over the last consecutive three-year period comes from farming. 9H.1(4) "Authorized limited liability company" means a limited liability company other than a family farm limited liability company founded for the purpose of farming and the ownership of agricultural land in which all of the following apply: a. The members do not exceed twenty-five in number. b. The members are all natural persons or persons acting in a fiduciary capacity for the benefit of natural persons or nonprofit corporations. 10.1(17) "Networking farmers limited liability company" means a limited liability company, other than a family farm limited liability company as defined in section 9H.1, organized under chapter 489 or 490A if all of the following conditions are satisfied: a. Qualified farmers must hold at least fifty-one percent of all membership interests in the limited liability company. If more than one type of membership interest is established, including any series as provided in section 489.1201 or 490A.305 or any class or group as provided in section 489.1201 or 490A.307, qualified farmers must hold at least fifty-one percent of all membership interests of that type. b. Qualified persons must hold at least seventy percent of all membership interests in the limited liability company. If more than one type of membership interest is established, including any series as provided in section 489.1201 or 490A.305 or any class or group as provided in section 489.1201 or 490A.307, qualified persons must hold at least seventy percent of all membership interests of that type. 10.1(9) "Farmers cooperative limited liability company" means a limited liability company organized under chapter 489 or 490A, if cooperative associations hold one hundred percent of all membership interests in the limited liability company. Farmers cooperative associations must hold at least seventy percent of all membership interests in the limited liability company. If more than one type of membership interest is established, including any series as provided in section 489.1201 or 490A.305 or any class or group as provided in section 489.1201 or 490A.307, farmers cooperative associations must hold at least seventy percent of all membership interests of that type. 9I.1(3) "Foreign business" means a corporation incorporated under the laws of a foreign country, or a business entity whether or not incorporated, in which a majority interest is owned directly or indirectly by nonresident aliens. Legal entities, including but not limited to trusts, holding companies, multiple corporations and other business arrangements, do not affect the determination of ownership or control of a foreign business. 9I.1(4) "Foreign government" means a government other than the government of the United States, its states, territories or possessions. 9I.1(5) "Nonresident alien" means an individual who is not any of the following: a. A citizen of the United States. b. A person lawfully admitted into the United States for permanent residence by the United States immigration and naturalization service. An individual is lawfully admitted for permanent residence regardless of whether the individual's lawful permanent resident status is conditional.

1f. A foreign business [as defined in Iowa Code § 9I.1(3)]. 1g. A foreign government [as defined in Iowa Code § 9I.1(4)]. 1h. A nonresident alien [as defined in Iowa Code § 9I.1(5)].

2. State the address of the Reporting Entity. 3. A Reporting Entity other than a foreign business, foreign government, or nonresident alien need not complete the remainder of this Report if the Reporting Entity holds an interest in less than 20 acres of agricultural land in Iowa and the gross revenue produced from all farming on the land equals less than $10,000. Answer "Yes" or "No".
*If the Reporting Entity answers "Yes" to this question, it is EXCUSED from completing the remainder of this Report, except when the Reporting Entity is a foreign business, foreign government, or nonresident alien. If excused, you must still complete Item #'s 1 - 3 and Item #8.

4. For each person who holds an interest in the Reporting Entity, print their Name, Address, Citizenship (if other than U.S.), and the Percentage Interest Held.*
*The Percentage Interest Held is not required to be reported if the person is a natural person who holds less than a 10% interest in the Reporting Entity.



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5. If the Reporting Entity holds an interest* in any other Reporting Entity(ies), print the Name(s) of all other Reporting Entities, the Percentage Interest Held, and the Number of Acres held by the OTHER Reporting Entity(ies) that are ATTRIBUTABLE** to the Reporting Entity.
*A Reporting Entity holds an interest in another Reporting Entity according to the provisions of Iowa Code chapter 10. Iowa Code § 10.2(2). **To calculate the number of Acres held by the OTHER Reporting Entity(ies) that are ATTRIBUTABLE to the Reporting Entity, multiply the total number of acres held by the OTHER Reporting Entity(ies) times the percentage interest held.

IOWA CODE DEFINITIONS
10.2(2) A person holds an interest in a farmers entity if the person holds an interest as any of the following: a. A shareholder of a networking farmers corporation. b. A member of a networking farmers limited liability company. c. A member of a farmers cooperative association. d. A member of a farmers cooperative limited liability company. 10C.1(9) "Life science enterprise" or "enterprise" means a corporation or limited liability company organized for the purpose of using biotechnological systems or techniques for the production of life science products.

6a. Print the total number of acres of agricultural land held by the Reporting Entity in Iowa. This total INCLUDES those acres ATTRIBUTABLE to the Reporting Entity calculated in #5 above. 6b. Print, by county (column 1), the number of acres of agricultural land owned (column 2), leased (column 3), and held by other than ownership or lease (column 4). Then, by county, total these numbers and print the number of acres held by all three means (column 5). Print the number of those acres used for the production of row crops (column 6) and the name(s) and address(es) of the person(s) supervising* the daily operations on the agricultural land (column 7).
*If the agricultural land is divided and/or supervised by different individuals, list the names and addresses of all supervisors and a description of the land supervised. Attach additional pages if necessary.

7. If the reporting entity is a life science enterprise [as defined in Iowa Code § 10C.1(9)] report the total amount of commercial sale of life science products and the total amount of commercial sale of products other than life science products which are produced from the agricultural land held by the life science enterprise. 8. Iowa Code § 10B.4(2)"e" requires a CERTIFICATION that the Reporting Entity meets all of the requirements to lawfully hold agricultural land in Iowa. The Secretary of State or the Attorney General may require additional information. Line 8 must be signed as follows. It must state the date signed, the person's name, and the capacity in which the person signed. It must also state the person's address and telephone number.
Corporations and Cooperative Associations: By a person serving as the president or other officer or authorized representative. Limited Partnership: By a person acting as the general partner. Trust: By a person acting in a fiduciary capacity or as a trustee. Limited Liability Companies: By a person who is a member, manager, or authorized representative. Foreign Business: By a person serving as the president or other officer or authorized representative. Foreign Governments: By a person authorized to make the report by a foreign government. Nonresident Aliens: By a nonresident alien or agent, trustee, or fiduciary of the nonresident alien.

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