Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

1. The name of a benefit corporation may contain the words “benefit corporation”, the abbreviation “B.C.”, or the designation “BC”, any of which shall be deemed to satisfy the requirements of section 490.401, subsection 1 , paragraph “a” . 2. Any share certificate issued by a ben…

1. Unless the articles of incorporation or bylaws require a greater vote, the approval of at least two-thirds of the voting power of the outstanding shares of the corporation entitled to vote thereon, and, if any class or series of shares is entitled to vote as a separate group o…

1. Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act according to all of the following: a. In a responsible and sustainable manner. b. In a manner that pursues the public benefit or benefits identified in any publ…

1. No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provisi…

1. Except in a proceeding authorized under section 490.1705, subsection 3 , or this section , no person other than the corporation, or a shareholder in the right of the corporation pursuant to subsection 2 , may bring an action or assert a claim with respect to the violation of a…

1. This chapter applies to all domestic corporations in existence on January 1, 2022, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was inco…

A foreign corporation registered or authorized to do business in this state on January 1, 2022, is subject to this chapter , is deemed to be registered to do business in this state, and is not required to file a foreign registration statement under this chapter . 2021 Acts, ch 16…

1. Except as to procedural provisions, division I of 2021 Iowa Acts, ch. 165 , does not affect a pending action or proceeding or a right accrued before January 1, 2022, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if division …

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. 89 Acts, ch 288, §18 ; 2021 Acts, ch 165, §26, 230 Referred to in §15E.206

1. The articles of incorporation must set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 490.401 . b. The number of shares the corporation is authorized to issue. c. The street and mailing addresses of the corporatio…

1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. 2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incor…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter , are jointly and severally liable for all liabilities created while so acting. 89 Acts, ch 288, §21

1. After incorporation, the following shall apply: a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appoin…

1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. 2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. 3. The bylaws may contain any of the following …

1. Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4 . The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessa…

1. The articles of incorporation or bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the c…

A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be registered to do business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81(a) . The do…

1. A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. 2. A corporation engaging in a business that is subject to regulation under another statute of this sta…

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to do…

1. In anticipation of or during an emergency as defined in subsection 4 , the board of directors of a corporation may do all of the following: a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. b. Relocate the principal offic…

1. Except as provided in subsection 2 , the validity of corporate action is not challengeable on the ground that the corporation lacks or lacked power to act. 2. A corporation’s power to act may be challenged in any of the following proceedings: a. By a shareholder against the co…

1. A corporate name is subject to all of the following: a. It must contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of like import in another language. b. It must not contain …

1. A person may reserve the exclusive use of a corporate name, including a fictitious or alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and …

1. A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in section 490.401, subsection 1 , paragraph “a” , if necessary for the corporate name to comply with section 490.401, subsection 1 , paragraph “a”…

1. Each corporation shall continuously maintain in this state all of the following: a. A registered office that may be the same as any of its places of business. b. A registered agent, which may be any of the following: (1) An individual who resides in this state and whose busine…

1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following: a. The name of the corporation. b. The street and mailing addresses of its current registered offic…

1. A registered agent may resign as agent for a corporation by delivering to the secretary of state for filing a statement of resignation signed by the agent which shall state all of the following: a. The name of the corporation. b. The name of the agent. c. The agent resigns fro…

1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpora…

1. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of inc…

1. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following: a. Classify any unissued shares into one or more classes or into one or more series within a class. b. Reclassify any unissued shares of…

1. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. 2. The reacquisition, redemption, or conversion of outst…

1. A corporation may issue fractions of a share or in lieu of doing so may do any of the following: a. Pay in cash the value of fractions of a share. b. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a…

1. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. 2. The board of directors may determine the payment terms of subscription…

1. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. 2. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the …

1. A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. 2. A shareh…

1. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.…

1. A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms and conditions upon which the rights, options, or warrants are issued and the terms, including the considera…

1. Shares may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. 2. At a minimum, each sha…

1. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already repre…

1. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued be…

1. As used in this section , “disbursement” means an amount of any distribution or any other increment or sum realized or accruing from stock or other equity interest in a cooperative association organized under this chapter . 2. Once a person’s stock or other equity interest in …

1. The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. 2. A statement included in the articles of incorporation that “the corporation elects to have preemptive…

1. A corporation may acquire its own shares and, except as may be otherwise provided pursuant to section 490.632 , shares so acquired constitute authorized but unissued shares. 2. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authoriz…

1. A corporation which, as of December 30, 1989, treated any of its shares which it had reacquired as issued but not outstanding shares may continue to treat those shares as issued but not outstanding shares. 2. If a corporation reacquires its own shares after December 30, 1989, …

1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection 3 . 2. The board of directors may fix the record date for determining shareholders entitle…