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

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of…

1. An officer, when performing in such capacity, has the duty to act in conformity with all of the following: a. In good faith. b. With the care that a person in a like position would reasonably exercise under similar circumstances. c. In a manner the officer reasonably believes …

1. An officer may resign at any time by delivering a written notice to the board of directors, or its chair, or to the appointing officer or the secretary. A resignation is effective as provided in section 490.141, subsection 9 , unless the notice provides for a delayed effective…

1. The election or appointment of an officer does not itself create contract rights. 2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the o…

As used in this part : 1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger. 2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the …

1. Except as otherwise provided in this section , a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if any of the following apply: a. All of the following apply: (1) The direc…

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against expenses incurred by the director in connection …

1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director, if the director delivers to the corpo…

1. A person who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice i…

1. A corporation shall not indemnify a director under section 490.851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 490.851 . 2…

1. A corporation may indemnify and advance expenses under this part to an officer who is a party to a proceeding because the person is an officer, according to all of the following: a. To the same extent as a director. b. If the person is an officer but not a director, to such fu…

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent o…

1. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part. 2002 Acts, ch 1154, §53, 125 Referred to in §491.3 , 491.16 , 497.34 , 498.36 , 499.59A , 508C.16 , 524.801

As used in this part , unless otherwise specified: 1. “Control” , including the term “controlled by” , means any of the following: a. Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an ent…

1. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a…

1. Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2 , paragraph “a” , if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directo…

1. a. Shareholders’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2 , paragraph “b” , if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after all of the…

1. If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, …

1. As used in this subchapter : a. “Conversion” means a transaction pursuant to part 3 . b. “Converted entity” means the converting entity as it continues in existence after a conversion. c. “Converting entity” means the domestic corporation that approves a plan of conversion pur…

This subchapter shall not be used to effect a transaction that converts a company organized on the mutual principle to one organized on the basis of share ownership. 2021 Acts, ch 165, §125, 230 Former section 490.902 stricken effective January 1, 2022, by 2021 Acts, ch 165, §125…

If a domestic or foreign corporation or eligible entity shall not be a party to a merger without the approval of the superintendent of banking, the commissioner of insurance, or the Iowa utilities commission, and the applicable statutes or regulations do not specifically deal wit…

A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, business combination, control-share acquisition, or similar transacti…

1. The secretary of state, upon a corporation complying with this section and upon the filing of articles of incorporation and upon receipt of the fees as provided in this chapter , shall issue an acknowledgment of receipt of document as of the date of the filing of the articles …

1. By complying with the provisions of this part applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation. 2. By complying with the provisions of this part , a domes…

In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner: 1. The plan of domestication shall first be adopted by the board of directors. 2. a. The plan of domestication shall then be a…

1. After a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter , or a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be…

1. A plan of domestication of a domestic corporation may be amended by any of the following manners: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. In the manner provided in the plan, except that a shareh…

1. When a domestication becomes effective all of the following apply: a. All property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment. b.…

1. By complying with this subchapter , a domestic corporation may become any of the following: a. A domestic eligible entity. b. A foreign eligible entity if the conversion is permitted by the organic law of the foreign entity. 2. By complying with this part and applicable provis…

1. A domestic corporation may convert to a domestic or foreign eligible entity under this part by approving a plan of conversion. The plan of conversion must include all of the following: a. The name of the converting corporation. b. The name, jurisdiction of formation, and type …

In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner: 1. The plan of conversion shall first be adopted by the board of directors. 2. a. The plan of conversion shall then be …

1. Articles of conversion shall be signed by the converting entity after either a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter or a domestic or foreign eligible entity that is the converting entity has approved a conversio…

1. A plan of conversion of a converting entity that is a domestic corporation may be amended in any of the following manners: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. In the manner provided in the p…

1. When a conversion becomes effective all of the following shall apply: a. All property owned by, and every contract right possessed by, the converting entity remain the property and contract rights of the converted entity without transfer, reversion, or impairment. b. All debts…