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

1. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. a. For a proposal to dissolve to be adopted, it shall then be approved by the shareholders. In submitting the proposal to dissolve t…

1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following: a. The name of the corporation. b. The date that dissolution was authorized. c. If dissoluti…

1. A corporation may revoke its dissolution within one hundred twenty days after its effective date. 2. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of dire…

1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following: a. Collecting its assets. b. Dis…

1. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. 2. The written notice must do all of the following: a. Describe information that must be included in a claim.…

1. A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. 2. The notice must meet all of the following requirements: a. Be published in compliance with any of…

1. A dissolved corporation that has published a notice under section 490.1407 may file an application with the district court of the county where the dissolved corporation’s principal office or, if none in this state, its registered office is located for a determination of the am…

1. Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims. 2. Directors of a dissolved corporation which has disposed…

1. A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. 2. A notice or other communicatio…

1. For purposes of this chapter , any of the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: a. Three or fewer co-owners. b. A corporation, partnership, trust, estate, or other entity. c. The trustees, guardians…

The secretary of state may commence a proceeding under section 490.1421 to dissolve a corporation administratively, if any of the following apply: 1. The corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter …

1. If the secretary of state determines that one or more grounds exist under section 490.1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504 . 2. If the corporation does not correct …

1. A corporation administratively dissolved under section 490.1421 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements: a. State the name of the corporation at its d…

1. If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under section 490.504 with a written notice that explains the reason or reasons for denial. 2. The corporatio…

1. As used in this chapter , a “qualified director” means a director who takes action, if at the time action is to be taken any of the following applies: a. Under section 490.202, subsection 2 , paragraph “f” , the director is not a director under any of the following circumstanc…

1. The district court may dissolve a corporation in any of the following ways: a. A proceeding by the attorney general if it is established that any of the following apply: (1) The corporation obtained its articles of incorporation through fraud. (2) The corporation has continued…

1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 490.1430, subsection 1 , lies in the county where a corporation’s principal office or, if none in this state, its re…

1. Unless an election to purchase has been filed under section 490.1434 , a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporatio…

1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 490.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a cert…

1. In a proceeding under section 490.1430, subsection 1 , paragraph “b” , to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares.…

1. A corporation has delivered written notice or any other report or statement under this chapter , the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following apply: a. The corporation delivers one copy of the notice, repor…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the treasurer of state or other appropriate state offici…

As used in this part : 1. “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders. 2. “…

1. A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152 . 2. Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means o…

1. To ratify a defective corporate action under this section , other than the ratification of an election of the initial board of directors under subsection 2 , the board of directors shall take action ratifying the action in accordance with section 490.148 , stating all of the f…

1. The quorum and voting requirements applicable to a ratifying action by the board of directors under section 490.147, subsection 1 , shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken…

1. Unless shareholder approval is required under section 490.147, subsection 3 , prompt notice of an action taken under section 490.147 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of all of the following: a. The date of s…

From and after the validation effective time, and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152 , all of the following shall apply: 1. Each defective corporate action ratified in accordance with section 490.147 shall…

1. The law of the jurisdiction of formation of a foreign corporation governs all of the following: a. The internal affairs of the foreign corporation. b. The interest holder liability of its shareholders. 2. A foreign corporation is not precluded from registering to do business i…

1. A foreign corporation shall not do business in this state until it registers with the secretary of state under this chapter . 2. A foreign corporation doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business …

1. To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state all of the following: a. The corporate name of th…

A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following: 1. Its name or alternate name. 2. Its jurisdiction of formation, unless its registration i…

1. Activities of a foreign corporation that do not constitute doing business in this state for purposes of this subchapter include all of the following: a. Maintaining, defending, mediating, arbitrating, or settling a proceeding. b. Carrying on any activity concerning the interna…

1. A foreign corporation whose name does not comply with section 490.401 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 490.401 by filing a foreign registration stateme…

1. A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and state all of the following: a. The name of the foreign corpora…

A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effective…

1. A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must b…

1. If the defective corporate action ratified under this part would have required under any other section of this chapter a filing in accordance with this chapter , then, regardless of whether a filing was previously made in respect of such defective corporate action and in lieu …

1. If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a …

1. The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections 2 and 3 , if any of the following applies: a. The foreign corporation does not pay within sixty days after they are due any fees, taxes, interest, or…

The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter . 2021 Acts, ch 165, §198, 230

1. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or un…

1. A corporation shall maintain all of the following records: a. Its articles of incorporation as currently in effect. b. Any notices to shareholders referred to in section 490.120, subsection 11 , paragraph “e” , specifying facts on which a filed document is dependent if those f…

1. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in section 490.1601, subsection 1 , excluding minutes of meetings of, and records of actions tak…

1. A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under section 490.1602 . 2. The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 490.1602 by furnishing to the shareholder…

1. If a corporation does not allow a shareholder who complies with section 490.1602, subsection 1 , to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation’s principal office or, if none in th…