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

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes: 1. To extend the duration of the corporation if it was in…

1. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which must set forth all o…

1. A corporation’s board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document. 2. If the restated articles include one or more new amendments that require shareholder approval, the a…

1. A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. 2. The individual or…

1. An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporation…

This chapter shall be known and may be cited as the “Iowa Business Corporation Act” . 89 Acts, ch 288, §1 ; 2021 Acts, ch 165, §1, 230

The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by an amendment or repeal. 89 Acts, ch 288, §2

1. A corporation’s shareholders may amend or repeal the corporation’s bylaws. 2. A corporation’s board of directors may amend or repeal the corporation’s bylaws unless any of the following apply: a. The articles of incorporation, section 490.1021 , or, if applicable, section 490.…

1. A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed as follows: a. If originally adopted by the shareholders, only by the shareholders, unless the bylaw oth…

1. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section , alter the vote specified in section 490.728, subsection 1 , or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of d…

As used in this subchapter : 1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. 2. “Acquiring entity” means the domestic or foreign…

1. By complying with this subchapter , all of the following apply: a. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, resulting in a survivor. b. Two or more foreign…

1. By complying with this subchapter all of the following apply: a. A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the eligible interests of one or more classes or series of int…

In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange shall be adopted in the following manner: 1. The plan of merger or share exchange shall first be adopted by the board of directors. 2…

1. A domestic or foreign parent entity that owns shares of a domestic corporation which carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may do any of the following: a. Merge the subsidiar…

1. After a plan of merger has been adopted and approved as required by this chapter , or if the merger is being effected under section 490.1102, subsection 1 , paragraph “b” , the merger has been approved as required by the organic law governing the parties to the merger, then ar…

1. When a merger becomes effective, all of the following apply: a. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be. b. The separate existence of every domestic or…

1. After a plan of merger or share exchange has been adopted and approved as required by this subchapter , and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without actio…

1. A director, in determining what is in the best interest of the corporation when considering a tender offer or proposal of acquisition, merger, consolidation, or similar proposal, may consider any or all of the following community interest factors, in addition to consideration …

A corporation and a cooperative association organized under chapter 499 may merge as provided in section 499.69A . 97 Acts, ch 17, §1

1. Notwithstanding any other provision of this chapter , a corporation shall not engage in any business combination with an interested shareholder for a period of three years following the time that the shareholder became an interested shareholder, unless any of the following app…

1. A document must satisfy the requirements of this section , and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state…

No approval of the shareholders is required to do any of the following, unless the articles of incorporation otherwise provide: 1. Sell, lease, exchange, or otherwise dispose of any of the corporation’s assets in the usual and regular course of business. 2. Mortgage, pledge, dedi…

1. A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 490.1201 , requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. A corporatio…

Upon the request of a filer of a document under this chapter , the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II . 2021 Acts, ch 165, §257

1. a. The secretary of state may prescribe and furnish on request any of the following forms: (1) An application for a certificate of existence or certificate of registration. (2) A foreign corporation’s registration statement. (3) A foreign corporation’s statement of withdrawal.…

1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing: DOCUMENT FEE a. Articles of incorporation $ 50 b. Application for use of indistinguishable name $ 10 c. Application for r…

1. Except to the extent otherwise provided in section 490.124, subsection 3 , and part 5 , a document accepted for filing is effective as follows: a. On the date and at the time of filing, as provided in section 490.125, subsection 2 . b. On the date of filing and at the time spe…

1. A document filed by the secretary of state pursuant to this chapter may be corrected if any of the following applies: a. The document contains an inaccuracy. b. The document was defectively signed, attested, sealed, verified, or acknowledged. c. The electronic transmission was…

1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 490.120 , the secretary of state shall file it. 2. The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a …

1. If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located to co…

A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state. 89 Acts, ch 288, §10 ; 90 Acts, ch 1205, §18 ; 2002 Acts, ch 1154, §6, 125 ; 202…

1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation. 2. A certificate of existence must set forth all of the following: a. The domestic corporation’s corporat…

1. A person commits an offense by signing a document that the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. 2. An offense under this section is a serious misdemeanor punishable by a fine of not to ex…

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter . 89 Acts, ch 288, §14 CS89, §490.135 2021 Acts, ch 165, §12, 216, 230 C2022, §490.130

As used in this subchapter : 1. “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of such person. For purposes of section 490.1302, subsecti…

1. A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions: a. Consummation of a merger to which the corporation is a party if any of the following apply: (1) Share…

1. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or…

1. Where any corporate action specified in section 490.1302, subsection 1 , is to be submitted to a vote at a shareholders’ meeting, the meeting notice, or where no approval of such action is required pursuant to section 490.1104, subsection 10 , the offer made pursuant to that s…

1. If a corporate action specified in section 490.1302, subsection 1 , is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do all of the following: a. Deliver to the corporation,…

1. If a corporate action requiring appraisal rights under section 490.1302, subsection 1 , becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection 2 , to all shareholders who satisfy the requirements of section 490.1321, subsect…

1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the…

1. Except as provided in section 490.1325 , within thirty days after the form required by section 490.1322, subsection 2 , paragraph “b” , subparagraph (2), is due, the corporation shall pay in cash to those shareholders who complied with section 490.1323, subsection 1 , the amou…

1. A corporation may elect to withhold payment required by section 490.1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in…

1. A shareholder paid pursuant to section 490.1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate, less any payment under section 490.132…

1. If a shareholder makes a demand for payment under section 490.1326 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. I…