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

1. This chapter shall be administered by the administrator of the securities and regulated industries bureau of the insurance division of the department of insurance and financial services. 2. The administrator or any employees of the administrator shall not use any information w…

1. To encourage uniform application and interpretation of this chapter and securities regulation and enforcement in general, the administrator and the employees of the administrator may cooperate, including bearing the expense of the cooperation, with the securities agencies or a…

1. In addition to specific authority granted elsewhere in this chapter , the administrator may adopt rules and forms, pursuant to chapter 17A , and issue orders as are necessary to administer this chapter . Rules or forms to be adopted shall include, but need not be limited to, t…

When a person, including a nonresident of this state, engages in conduct prohibited or made actionable by this chapter or any rule or order of the administrator, the conduct shall constitute the appointment of the administrator as the person’s attorney to receive service of any l…

1. Sections 502A.2 , 502A.5 , and 502A.6 apply to a person who sells or offers to sell when either of the following occurs: a. An offer to sell is made in this state. b. An offer to buy is made and accepted in this state. 2. Sections 502A.2 , 502A.5 , and 502A.6 apply to a person…

Except as otherwise provided in section 502A.3 or 502A.4 , a person shall not sell or purchase, or offer to sell or purchase, a commodity under a commodity contract, or under a commodity option, or offer to enter into, or enter into as seller or purchaser, a commodity contract or…

The filing of a petition for judicial review pursuant to chapter 17A does not, unless specifically ordered by the court, operate as a stay of the administrator’s order, and the administrator may enforce or ask the court to enforce the order pending the outcome of the review proce…

It is not necessary for the state to plead the absence of an exemption under this chapter in a complaint, information, or indictment, or a writ or proceeding brought under this chapter . The burden of proof of a claimed exemption is upon the party claiming the exemption. 90 Acts,…

It is an affirmative defense in a complaint, information, indictment, writ, or proceeding brought under this chapter alleging a violation of section 502A.2 based solely on the failure in an individual case to make physical delivery within the applicable time period under section …

1. The prohibitions in section 502A.2 do not apply to a transaction in which any of the following persons, or any employee, officer, or director of a listed person acting solely in that capacity, is the purchaser or seller: a. A person registered with the commodity futures tradin…

1. Section 502A.2 does not apply to any of the following: a. An account, agreement, or transaction within the exclusive jurisdiction of the commodity futures trading commission as granted under the Commodity Exchange Act. b. A commodity contract, offered or sold by a qualified se…

1. A person shall not engage in a trade or business or otherwise act as a commodity merchant unless the person is either of the following: a. Registered or temporarily licensed with the commodity futures trading commission for each activity constituting the person as a commodity …

A person shall not directly or indirectly do any of the following in or in connection with the purchase or sale of, the offer to sell, the offer to purchase, the offer to enter into, or the entry into of, a commodity contract or commodity option subject to section 502A.2 , 502A.3…

1. The act, omission, or failure of an official, agent, or other person acting for an individual, association, partnership, corporation, or trust within the scope of the person’s employment or office shall be deemed the act, omission, or failure of the individual, association, pa…

This chapter does not impair, derogate, or otherwise affect the authority or powers of the administrator under chapter 502 or the application of any provision of chapter 502 to a person or transaction subject to that chapter. 90 Acts, ch 1169, §8

This chapter may be construed and implemented to effectuate its general purpose to protect investors, to prevent and prosecute illegal and fraudulent schemes involving commodity contracts and to maximize coordination with federal and other states’ laws and the administration and …

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation. 2…

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

1. Unless this chapter , the articles or bylaws of a corporation, the members acting pursuant to subsection 2 , or the board of directors acting pursuant to subsection 3 require a greater vote or voting by class, or unless the articles or bylaws impose other requirements, an amen…

1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner di…

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 or bylaws, the corporation amending its articles shall deliver to the secretary of state, for filing, articles of amendmen…

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

1. A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 504.1031 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United St…

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, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of a…

This chapter shall be known and may be cited as the “Revised Iowa Nonprofit Corporation Act” . 2004 Acts, ch 1049, §1, 192

The general assembly has 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 the amendment or repeal. 2004 Acts, ch 1049, §2, 192

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 504.1031 . The corporation shall provide …

1. Unless this chapter , the articles, bylaws, the members acting pursuant to subsection 2 , or the board of directors acting pursuant to subsection 3 , require a greater vote or voting by class, or the articles or bylaws provide otherwise, an amendment to a corporation’s bylaws …

1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner diff…

A state agency or state official shall not impose any regulation or reporting requirement on corporations, as defined in section 504.141 , that exceeds the requirements of state or federal law. 2021 Acts, ch 124, §1

The articles of a corporation may require that an amendment to the articles or bylaws be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of the person or persons specified…

1. Unless the articles or bylaws provide otherwise, an amendment to the articles or bylaws of a public benefit or mutual benefit corporation which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the req…

1. Subject to the limitations set forth in section 504.1102 , one or more nonprofit corporations may merge with or into any one or more business corporations or nonprofit corporations or unincorporated entities, if the plan of merger is approved as provided in section 504.1103 . …

1. Without the prior approval of the district court, a public benefit or religious corporation may merge only with one of the following: a. A public benefit or religious corporation. b. A foreign corporation which would qualify under this chapter as a public benefit or religious …

1. Unless this chapter , the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class, or the articles or bylaws impose other requirements, a plan of merger for a corporation must be approved by all of the fo…

1. After a plan of merger has been adopted and approved as required by this chapter , articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following: a. The names of…

When a merger takes effect, all of the following occur: 1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. 2. The title to all real estate and other property…

1. Except as provided in section 504.1102 , one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met: a. The merger is permitted by the law of th…

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will…

A corporation organized under this chapter that is an insurance company may voluntarily elect to be organized as a mutual insurance company under chapter 490 or 491 pursuant to the procedures set forth in section 514.23 . 2004 Acts, ch 1049, §132, 192

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…

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, §262

1. The secretary of state may prescribe and furnish on request forms for an application for a certificate of existence, a foreign corporation’s application for a certificate of authority to transact business in this state, a foreign corporation’s application for a certificate of …

1. The secretary of state shall collect the following fees, as provided by the secretary of state, when the documents described in this subsection are delivered for filing: DOCUMENT FEE a. Articles of incorporation $ __ b. Application for use of indistinguishable name $ __ c. App…

1. Except as provided in subsection 2 and section 504.115 , a document is effective at the later of the following times: a. At the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing. b. At…

1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document satisfies one of the following: a. The document contains an inaccuracy. b. The document was defectively executed, attested, sealed, verified, or acknowledged. c. The electr…