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Guide to Doing BusinessUSA, IowaPrepared by Lex Mundi member firm,The Davis Brown Law FirmThis guide is part of the Lex Mundi Guides to Doing Business series whichprovides general information about legal and business infrastructures injurisdictions around the world. View the complete series at:www.lexmundi.com/GuidestoDoingBusiness.Lex Mundi is the world’s leading network of independent law firmswith in-depth experience in 100 countries. Through close collaboration,our member firms are able to offer their clients preferred access to morethan 21,000 lawyers worldwide – a global resource of unmatched breadthand depth.Lex Mundi – the law firms that know your markets.www.lexmundi.com

doingiowa2014business in

A GUIDE TODOING BUSINESS IN IOWA2014Prepared by:DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.Attorneys and Counselors at LawThe Davis Brown Tower215 10th Street, Suite 1300Des Moines, Iowa 50309http://www.davisbrownlaw.com(515) 288-2500(515) 243-0654 (facsimile)This Guide is not intended as legal advice. The discussion under each heading is intended toprovide only general guidance and is not an exhaustive description of all provisions of federal,state and local law with which a business operating in Iowa might be required to comply. Thelaws described in this Guide are subject to interpretation by courts, may be affected or preemptedby federal statutes or regulations and are subject to amendment or repeal. Particular individuals,businesses or industries may be subject to legal requirements not referred to in this Guide.This information is intended generally to describe certain laws of the State of Iowa in effecton December 31, 2013. It does not describe or relate to: (i) federal law, including the lawsof the United States of America or any other nation; (ii) the laws of any other state; or (iii) anymodification to Iowa law occurring after December 31, 2013.For these reasons, you should not rely solely upon this Guide when planning the details of aspecific transaction or undertaking. The details of any proposed transaction or business projectin Iowa, or otherwise involving Iowa law, should be reviewed thoroughly by qualified Iowacounsel.Internal Revenue Service Required Circular 230 Disclosure. Any statements regarding taxmatters made herein cannot be relied upon by any person to avoid tax penalties and are notintended to be used or referred to in any marketing or promotional materials. 2014 Davis Brown Koehn Shors and Roberts, P.C.

TABLE OF CONTENTSI.ABOUT IOWAA. Population and Geography. 1B. Business Climate. 11. Agribusiness.22. Advanced Manufacturing. .23. Biosciences. 24. Information Solutions and Financial Services.2II.BUSINESS ENTITIESA. Corporations Generally—Regulation. 3B. Domestic Corporations. 3C. Partnerships.3D. Limited Partnerships. 3E. Sole Proprietorships. 4F.Limited Liability Companies. 4G. Nonprofit Corporations. 4H. Cooperatives. 4I.Foreign Entities Qualifying to Do Business in Iowa. 51. Foreign Business and Nonprofit Corporations. 52. Foreign Limited Liability Companies. 53. Foreign Limited Partnerships.5J. Business Name Registration and Requirements. 51. Domestic Corporations. 52. Foreign Corporations. 53. Nonprofit Corporations, Foreign and Domestic. 64. Cooperatives. 65. Domestic Limited Liability Companies.66. Foreign Limited Liability Companies. 67. Limited Partnerships, Foreign or Domestic. 68. Limited Liability Partnerships. 6III.TRADE REGULATIONSA. Federal Antitrust Law. 61. The Sherman Antitrust Act of 1890.62. The Clayton Act of 1914. 73. The Robinson-Patman Act of 1936.74. The Federal Trade Commission Act.75. The Hart-Scott-Rodino Antitrust Improvements Act of 1976. 7B. Regulation of International Trade and Investment. 71. Restrictions on Foreign Investment. 72. Reporting Requirements for Foreign Direct Investment.83. The International Investment and Trade in Services Survey Act.84. The Agricultural Foreign Investment Disclosure Act of 1978.95. Export Controls. 96. Foreign Trade Zones. 107. Anti-dumping Law. 10C. State Considerations. 111. State Antitrust Law. 11a. Exemptions. 11b. Enforcement. 11c. Price Discrimination. 11d. Indirect Purchases. 112. Franchises. 12a. Choice of Law/Forum12

b. Termination. 12c. Non-renewal. 12d. Remedies for Wrongful Non-renewal or Termination. 12e. Transfers. 13f.Encroachment.13g. Duty of Good Faith. 13h. Other Restrictions on Franchisors. 133. Business Opportunities.134. Dealerships. 14IV.TAXATIONA. Federal Taxation. 141. Federal Income Taxation.142. Personal Income Tax. 14B. State Taxation.141. Personal Income Taxation. 14a. Special Capital Gains Provisions. 15b. Income of Nonresidents: Allocation and Apportionment. 15i.Income from the Sale of Property Located in Iowa.15ii. Trusts and Estates.15iii. Installment Contracts. 15iv. Personal Services. 15v. Commissions. 16vi. Performance Income.16vii. Periodic Time Intervals in Employment. 16viii. Income from Business Sources Inside and Outside Iowa.17ix. Apportionment of Business Income from BusinessCarried on Both Within and Without Iowa. 17x. Income from Intangible Personal Property.17xi. Distributive Shares of Nonresident Partners.17xii. Gains or Losses from Sales or Exchanges of Real Propertyand Tangible Personal Property by a Nonresident.18xiii. Capital Gains from Sales or Exchanges of Stock inC Corporations and S Corporations. 18xiv. Capital Gains from Sales or Exchanges ofPartnership Interests. 18xv. Capital Gains from Sales or Exchanges ofSole Proprietorships.19xvi. Capital Gains from Sales or Exchanges of Interests inLimited Liability Companies. 19xvii. Capital Losses Realized by a Nonresident of Iowa fromthe Sale or Exchange of an Ownership Interest in anIowa Business Entity. 19xviii. Capital Gains and Losses from Sales or Exchanges ofIntangible Personal Property Other than OwnershipInterests in Business Entities. 19C. Income Taxation of Partnerships and Limited Liability Companies. 19D. Income Taxation of S Corporations. 20E. Income Taxation of C Corporations. 201. Nexus.212. Allocation and Apportionment of Income. 21a. Single Factor Formula: Manufacture or Sale of TangiblePersonal Property. 21b. Nonbusiness Net Gains and Losses from the Sale

of Assets. 213. Tax Rates and Credits.22F.Franchise Tax on Financial Institutions. 22G. Sales and Use Tax. 22H. Real Property Tax. 23I.Real Estate Transfer Tax.24V.LABOR AND EMPLOYMENTA. Federal Considerations. 241. Immigration. 24a. Permanent Residency (the “green card”). 24b. Temporary Visas.24i.E-1 Treaty Trader and E-2 Treaty Investor Visas.24ii. H-1A and H-1B Specialty Occumpation Visas. 25iii. L-1 Intracompany Transferee Visas. 25iv. B-1 Business Visitors and B-2 Visitors for Pleasure. 25v. TN Professionals.25vi. F-1 Academic Student Visas Including Practical Training. 25vii. J Exchange Visitor Visas. 25viii. O-1 and O-2 Visas for Extraordinary Ability Persons. 26ix. P-1 Athletes/Group Entertainers and P-2 ReciprocalExchange Visitor Visas.26x. There are a number of other non-immigrant visascategories that may apply to specific desired entries. 262. Labor and Employment Statutes. 26a. Age Discrimination in Employment Act (“ADEA”). 26b. Americans with Disabilities Act (“ADA”).26c. Employee Polygraph Protection Act (“EPPA”). 26d. Equal Pay Act (“EPA”). 26e. Fair Labor Standards Act (“FLSA”). 27f.Family and Medical Leave Act (“FMLA”). 27g. Federal Contractors.27h. Other Federal Regulations. 27i.National Labor Relations Act and Labor ManagementReporting and Disclosure Act.27j.Occupational Safety and Health Act (“OSHA”). 27k. Title VII.27l.Worker Adjustment Retraining and Notification Act(“WARN”). 27m. Immigration Reform and Control Act (“IRCA”). 273. Employee Benefits. 28a. Employee Retirement Income Security Act of 1974. 28b. Consolidated Omnibus Budget Reconciliation Act (“COBRA”). 28B. State Considerations. 281. Iowa Workforce Development Services. 282. Iowa Civil Rights Commission.293. Local Agencies and Commissions. 304. Hours and Wages. 305. Other Labor-Related Provisions. 31a. Garnishment of Wages. 31b. Child Labor. 31c. Blacklisting. 32d. Equal Employment Opportunity. 32e. Polygraph Examinations. 32f.Personnel Files.32g. References.32h. Jury Duty. 32

i.j.k.l.m.n.o.p.Surveillance and Wiretapping. 32Clean Air. 32Drug and Alcohol Testing. 32Termination of Employment.33Covenants Not to Compete. 33Background Checks.33Employee Privacy. 33Workers’ Compensation.34VI.ENVIRONMENTAL LAWA. Federal Considerations. 341. Resource Conservation and Recovery Act (“RCRA”). 342. The Comprehensive Environmental Response, Compensationand Liability Act (“CERCLA”). 343. The Clean Air Act (“CAA”). 354. The Clean Water Act (“CWA”). 35VII. INTELLECTUAL PROPERTYA. Patents.361. U.S. Patents. 362. Foreign Patents. 36B. Trademarks. 371. Federal Trademark Registration. 372. State Trademark Registration. 373. Common Law Trademark Rights. 37C. Trade Secrets.37D. Copyrights. 38VIII. DISPUTE RESOLUTIONA. Federal Court System. 381. Northern District. 392. Southern District. 39B. State Courts. 391. District Court.392. Court of Appeals. 393. Supreme Court. 39C. Alternative Dispute Resolution – Arbitration.401. Limitation: Contracts of Adhesion. 402. Agreement to Arbitration: Post-Occurrence. 403. Authority of Arbitrators. 404. Enforcement of Orders. 40D. Alternative Dispute Resolution – Mediation. 41IX.REAL ESTATEA. Ownership of Real Estate. 41B. Types of Concurrent Ownership of Real Estate. 411. Tenants in Common and Joint Tenancy with Rightsof Survivorship.412. Spousal Rights in Iowa Real Estate (Dower Interest andHomestead Exemption). 41C. Purchase and Sale of Real Estate in Iowa. 42D. Transfer Tax, Declaration of Value, Groundwater HazardStatement and Private Sewage Disposal System Inspection.421. Real Estate Transfer Tax.422. Declaration of Value. 423. Groundwater Hazard Statement. 42

4. Private Sewage Disposal System Inspection. 43E. Deeds.431. Warranties of Title in General Warranty Deed, SpecialWarranty Deed and Quit Claim Deed. 43F.Mortgages and Deeds of Trust. 441. Purchase Money Mortgage. 442. Future Advance Provisions. 44G. Foreclosure. 451. Deficiency.452. Foreclosure of Mortgages on Residential Property. 453. Foreclosure of Mortgages on Land Used in Agriculture. 454. Foreclosure without Redemption.455. Foreclosure with Redemption. 466. Non-judicial Foreclosure. 46H. Real Estate Contracts. 47I.Recording Requirements for Contracts.47J. Easements. 47K. Leases.471. Residential Property. 482. Farm Leases. 483. Commercial Leases. 484. Eviction.48L. Eminent Domain.48M. Recording Requirements.481. Form of Documents. 482. Filing Fees. 493. Forms of Acknowledgement. 49a. Natural Person Acting in His/Her Own Right. 49b. Natural Person Acting in a Representative Capacity. 49N. Foreign Ownership of Iowa Real Estate. 491. Exceptions to Prohibition on Foreign Ownership.49a. Grandfather Clause. 49b. Devise or Descent. 49c. Encumbrances. 49d. Debt Collection. 49e. Research. 50f.Land Acquired for Non-agricultural Use.502. Prohibition on Certain Transfers by Foreign Owners.50O. Restriction on Ownership of Iowa Farmland by Entities. 501. Exemptions.50a. Encumbrances. 50b. Research. 50c. Non-profit Corporations.50d. Non-farming Use.50e. Debt Collection. 50f.Municipal Corporations.50g. Certain Trusts. 50h. Grandfather Clause. 502. Limitations on Ownership by Authorized Entities. 50P.Condominiums and Cooperatives. 51Q. Mechanic’s Liens.511. Construction Mortgages.512. Residential Construction. 513. Subcontractors of Subcontractors inCommercial Construction. 524. Public Improvements. 52R. Mortgage Broker, Loan Originator, and Banker Regulation. 52