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

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

1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where a corporation’s principal office is located or, if none is located in this…

1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying …

1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver…

Assets of a dissolved corporation which should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state f…

1. A foreign corporation shall not transact business in this state until it obtains a certificate of authority from the secretary of state. 2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1 : a. Maintaining, defen…

1. A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until it obtains a certificate of authority. 2. The successor to a foreign corporation that transacted business in this state …

1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth all of the following: a. The name of the foreign corporation or, if its name is unavailable …

1. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes any of the following: a. Its corporate name. b. The period of its duration. c. The state or country of its incorporati…

1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter . 2. A foreign corporation with a valid certificate of autho…

1. If the corporate name of a foreign corporation does not satisfy the requirements of section 504.401 , the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if t…

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both of the following: 1. A registered office with the same address as that of its registered agent. 2. A registered agent, who may be any of the following: a. An indi…

1. A foreign corporation authorized to transact business in this state 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 that apply: a. The name of its registered offi…

1. a. The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued. b. T…

1. If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter , then upon petition of a director, of…

1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. 2. A foreign corporation may be served by regi…

1. A foreign corporation authorized to transact business in this state shall not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. 2. A foreign corporation authorized to transact business in this state may apply for a certificate o…

1. The secretary of state may commence a proceeding under section 504.1532 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies: a. The foreign corporation does not deliver the biennial repor…

1. The secretary of state, upon determining that one or more grounds exist under section 504.1531 for revocation of a certificate of authority, shall serve the foreign corporation with written notice of that determination under section 504.1510 . 2. The attorney general, upon det…

1. A foreign corporation may appeal the secretary of state’s revocation of its certificate of authority to the district court within thirty days after the service of the certificate of revocation is perfected under section 504.1510 by petitioning to set aside the revocation and a…

1. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by …

1. Subject to subsection 5 , a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 504.1601, subsection 5 , if the member gives the corporation written notice or a writt…

1. A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. 2. The right to copy records under section 504.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. 3…

1. If a corporation does not allow a member who complies with section 504.1602, subsection 1 , to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporation’s principal office is located or, if n…

Without consent of the board, no corporate record may be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board, corporate records, including without limitatio…

1. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but …

1. Whenever notice is required to be given under any provision of this chapter to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, ha…

1. Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member the corporation’s latest annual financial statements, which may be consolidated or combined statements of the corporation and one …

If a corporation indemnifies or advances expenses to a director under section 504.852 , 504.853 , 504.854 , or 504.855 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with…

1. Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing a biennial report on a form prescribed and furnished by the secretary of state that sets forth all of the following: a. The…

1. A domestic corporation that is incorporated under chapter 504A, Code 2005 , is subject to this chapter beginning on July 1, 2005. 2. A corporation formed on or after January 1, 2005, is subject to the provisions of this chapter . 2004 Acts, ch 1049, §176, 192 ; 2005 Acts, ch 3…

A foreign corporation authorized to transact business in this state prior to January 1, 2005, is subject to this chapter beginning on July 1, 2005, but is not required to obtain a new certificate of authority to transact business under this chapter . 2004 Acts, ch 1049, §177, 192…

1. Except as provided in subsection 2 , the repeal of a statute by 2004 Iowa Acts, ch. 1049 , does not affect any of the following: a. The operation of the statute or any action taken under it before its repeal. b. Any ratification, right, remedy, privilege, obligation, or liabil…

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 the chapter that can be given effect without the invalid provision or applica…

For the purposes of this chapter , each domestic corporation shall be deemed a public benefit, mutual benefit, or religious corporation as follows: 1. A corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is …

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. 2004 Acts, ch 1049, §17, 192 Referred to in §15E.64

1. The articles of incorporation shall set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 504.401 . b. The address of the corporation’s initial registered office and the name of its initial registered agent at that o…

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. 2004 Acts, ch 1049, §20, 192

1. After incorporation: 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 appointing officers, adopting byl…

1. The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. 2. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 2004 Acts, ch…

1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as described in subsection 4 . The emergency bylaws, which are subject to amendment or repeal by the members, may provide special proce…

A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be authorized or registered to transact business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.…

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

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 affairs, including without limitation all of th…

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