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

1. A person commits an offense by signing a document 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 not to exceed one…

1. A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do either of the following: a. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activi…

1. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corpo…

Except as authorized by section 504.1302 , a corporation shall not make any distributions. 2004 Acts, ch 1049, §135, 192

1. A mutual benefit corporation may purchase its memberships if, after the purchase is completed, both of the following apply: a. The corporation will be able to pay its debts as they become due in the usual course of its activities. b. The corporation’s total assets will at leas…

The secretary of state has all powers reasonably necessary to perform the duties required of the secretary of state’s office by this chapter . 2004 Acts, ch 1049, §13, 192

The secretary of state shall place on the secretary of state’s internet site a link to a free internet site with completed internal revenue service forms 990 and 990EZ. 2008 Acts, ch 1184, §72

1. A majority of the incorporators of a corporation that has no directors and no members or a majority of the directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering articles of dissolu…

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, dissolution is authorized if it is approved by all of the following: …

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

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

1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following: a. Preserving and protecting its assets and minimizing its liabilities. b. Discharging…

1. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section . 2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The wr…

1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. 2. The notice must do all of the following: a. Be published one time in a newspaper of general circulatio…

As used in this chapter , unless the context otherwise requires: 1. “Approved by the members” or “approval by the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, whi…

1. Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. 2. Subject to subsection 1 , notice may be communicated in person, by mail, or other method of delivery; or by telephone,…

The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs: 1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 5…

1. Upon determining that one or more grounds exist under section 504.1421 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504 . 2. If the corporation does not correct each ground for diss…

1. A corporation administratively dissolved under section 504.1422 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must state all of the following: a. The name of the corporation and the effective date of …

1. The secretary of state, upon denying a corporation’s application for reinstatement following administrative dissolution, shall serve the corporation under section 504.504 with a written notice that explains the reason or reasons for denial. 2. The corporation may appeal the de…

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 …