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

1. Allocation of profits and losses. If nonpatron membership interests are authorized by the patrons, the bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests. If the bylaws do not otherwis…

1. Distribution of net income. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. 2. Reserves. In addition to a capital reserve, the board may, for patron memb…

1. Authorization. A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and ter…

1. Once a person’s membership interest or other member’s equity in a cooperative is deemed abandoned under section 556.5 , the cooperative may retain any disbursement held by the cooperative for or owing to the person. The cooperative may also deliver the disbursement to the trea…

This chapter shall be known and may be cited as the “Iowa Cooperative Associations Act” . 2005 Acts, ch 135, §1

As used in this chapter , unless the context otherwise requires: 1. “Address” means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which shall not be a post office box. 2. “Alternative…

A document is signed when a person has affixed the person’s name on a document. A person authorized to do so by this chapter , the articles or bylaws, or by a resolution approved by the directors or the members must sign the document. A signature on a document may be a facsimile …

1. Authorization. Unless otherwise prohibited, cooperatives organized under the laws of this state, including cooperatives organized under this chapter or traditional cooperatives, may merge or consolidate with each other, or another business entity organized under the laws of an…

1. Definition. For purposes of this section , “subsidiary” means a domestic cooperative or a foreign cooperative. 2. When authorized — contents of plan. A parent domestic cooperative or a subsidiary that is a domestic cooperative may complete the merger of a subsidiary as provide…

1. Abandonment by members of plan. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan. 2. Abandonment of merger. a. A mer…

Conversion — amendment of organizational documents to be governed by this chapter . 1. Authority. a. A traditional cooperative may convert to a cooperative and become subject to this chapter by amending its organizational documents to conform to the requirements of this chapter .…

A cooperative may be dissolved by the members or by administrative or court order as provided in this chapter . 2005 Acts, ch 135, §85

1. Collection and payment of debts. After the notice of intent to dissolve has been filed with the secretary, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to do all of the following: a. Collect or make provision for the col…

1. Authority to revoke. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary. 2. Revocation by members. The chairperson may call a members’ meeting to consider the advisability of revoking the dissolution proceedings. The question…

The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the se…

1. Conditions to file. Articles of dissolution of a cooperative shall be filed with the secretary after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissoluti…

After a notice of intent to dissolve has been filed with the secretary and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have th…

1. Conditions for relief. A court may grant equitable relief that the court deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business as follows: a. In a supervised voluntary dissolution that is applied for by the cooperati…

1. Action before hearing. Before a hearing is completed in dissolution proceedings, a court may do any of the following: a. Issue injunctions. b. Appoint receivers with all powers and duties that the court directs. c. Take actions required to preserve the cooperative’s assets, wh…

1. Qualifications. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court. 2. Powers. A receiver m…

1. Conditions to begin action. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that any of the following applies: a. The articles and certificate of organization were procured throug…

1. Filing under oath. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the clerk of court or with the receiver in a form prescribed by the court. 2. Date to file a claim. If the cou…

The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to rede…

1. Conditions for dissolution order. In an involuntary or supervised voluntary dissolution the court shall enter an order dissolving the cooperative upon the following conditions: a. After the costs and expenses of the proceedings and all debts, obligations, and liabilities of th…

After the court enters an order dissolving a cooperative, the clerk of court shall cause a certified copy of the dissolution order to be filed with the secretary. The secretary shall not charge a fee for filing the dissolution order. 2005 Acts, ch 135, §98

1. Claims barred. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution pr…

After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative. 2005 Acts, ch 135, §100

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. 2. The document must be one that this chapter requires or permits to be filed with the secretary. 3. The document must conta…

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, §261 Referred to in §9.11

1. If a document delivered to the secretary for filing satisfies the requirements of section 501A.201 , the secretary shall file it and issue any necessary certificate. 2. The secretary files a document by recording it as filed on the date and at the time of receipt. After filing…

1. Except as provided in subsection 2 and section 501A.204, subsection 3 , a document accepted for filing is effective at the later of the following times: a. At the time of filing on the date the document is filed, as evidenced by the secretary’s date and time endorsement on the…

1. A domestic cooperative or foreign cooperative may correct a document filed by the secretary if the document satisfies any of the following requirements: a. Contains an incorrect statement. b. Was defectively executed, attested, sealed, verified, or acknowledged. 2. A document …

1. The secretary shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing: a. Articles of organization $ 50 b. Application for use of indistinguishable name $ 10 c. Application for reserved name $ 10 d. Notice…

1. a. The secretary may prescribe and furnish on request forms, including but not limited to the following: (1) An application for a certificate of existence. (2) A foreign cooperative’s application for a certificate of authority to transact business in this state. (3) A foreign …

1. If the secretary refuses to file a document delivered to the secretary’s office for filing, the domestic cooperative or foreign cooperative may appeal the refusal, within thirty days after the return of the document, to the district court for the county in which the cooperativ…

A certificate attached to a copy of a document filed by the secretary, bearing the secretary’s signature, which may be in facsimile, and the seal of the secretary, is conclusive evidence that the original document is on file with the secretary. 2005 Acts, ch 135, §11

1. Anyone may apply to the secretary to furnish a certificate of existence for a domestic cooperative or a certificate of authorization for a foreign cooperative. 2. A certificate of existence or certificate of authorization must set forth all of the following: a. The domestic co…

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

The secretary has the power reasonably necessary to perform the duties required of the secretary by this chapter . 2005 Acts, ch 135, §14

A foreign cooperative may apply for a certificate of authority to transact business in this state by delivering an application to the secretary for filing. An application for registration as a foreign cooperative shall set forth all of the following: 1. The name of the foreign co…

1. A foreign cooperative may cancel its certificate of authority by delivering to the secretary for filing a certificate of cancellation which shall set forth all of the following: a. The name of the foreign cooperative and the name of the state or other jurisdiction under whose …

1. A cooperative authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that sets forth all of the following: a. The name of the cooperative. b. The address of its registered office and the name of its registered agent a…

1. A cooperative name must contain the word “cooperative”, “coop”, or the abbreviation “CP”. 2. Except as authorized by subsections 3 and 4 , a cooperative name must be distinguishable upon the records of the secretary from all of the following: a. The name of a domestic cooperat…

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

A cooperative must continuously maintain in this state each of the following: 1. A registered office that may be the same as any of its places of business. 2. A registered agent who may be any of the following: a. An individual who is a resident of this state and whose business o…

1. A cooperative may change its registered office or registered agent by delivering to the secretary for filing a statement of change that sets forth the following: a. The name of the domestic cooperative or foreign cooperative. b. If the current registered office is to be change…