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

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…

1. Except as provided in subsection 2 , the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act. 2. A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act when a thir…

1. A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 504.301 and its articles of incorporation. 2. Except as authorized by subsections 3 and 4 , a corporate name must be distinguish…

1. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is availa…

1. A foreign corporation may register its corporate name, or its corporate name with any change required by section 504.1506 , if the name is distinguishable upon the records of the secretary of state from both of the following: a. The corporate name of a nonprofit or business co…

A corporation shall continuously maintain both of the following in this state: 1. A registered office with the same address as that of the registered agent. 2. A registered agent, who may be any of the following: a. An individual who resides in this state and whose business offic…

1. A corporation 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: a. The name of the corporation. b. If the current registered office is to be changed, the address o…

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

1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpora…

1. The articles or bylaws may establish criteria or procedures for admission of members. 2. A person shall not be admitted as a member without the person’s consent or affirmative action evidencing consent. 2004 Acts, ch 1049, §35, 192

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. 2004 Acts, ch 1049, §36, 192

A corporation is not required to have members. 2004 Acts, ch 1049, §37, 192

All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with re…

1. Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation shall not transfer a membership or any right arising therefrom. 2. A member of a public benefit or religious corporation shall not transfer a membership or any right arisin…

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2004 Acts, ch 1049, §40, 192

A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. 2004 Acts, ch 1049, §41, 192

1. A proceeding shall not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless suc…

1. A member may resign at any time. 2. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. 2004 Acts, ch 1049, §43, 192

1. A membership in a public benefit or mutual benefit corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws. 2. To the extent the articles of incorporation or bylaws do not address the termination or suspe…

1. A public benefit or religious corporation shall not purchase any of its memberships or any right arising therefrom. 2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditio…

In this part, unless the context otherwise requires, “derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 504.638 , in the right of a foreign corporation. 2004 Acts, ch 1049, §46, 192 Referred to in §504.810

A derivative proceeding may be brought by any of the following persons: 1. A member or members of the corporation representing five percent or more of the voting power of the corporation or by fifty members, whichever is less. 2. A director of the corporation. 2004 Acts, ch 1049,…

A derivative proceeding shall not be commenced until both of the following have occurred: 1. A written demand has been made upon the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made, unless the member or director has earlier been …

If a corporation commences an inquiry into the allegations made in a demand or complaint, the court may stay any derivative proceeding for a period of time as the court deems appropriate. 2004 Acts, ch 1049, §49, 192 Referred to in §504.638 , 504.810

1. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection 2 or 6 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivati…

A derivative proceeding shall not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of a corporation’s member or class of members or director, the court shall direc…

On termination of a derivative proceeding, the court may do either of the following: 1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees incurred in the proceeding, if it finds that the proceeding has resulted in a substantial benefit to t…

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except that sections 504.634 , 504.636 , and 504.637 shall apply. 2004 Acts, ch 1049,…

1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. 2. The articles or bylaws may set forth provisions relating to all of the following: a. The characteristics, qualifications, rights, limitations, and obligations o…

1. Except in the case of a corporation with members that holds meetings only of delegates and not of the members, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. The articles of incorporation or bylaw…

1. A corporation with members shall hold a special meeting of members when either of the following occurs: a. At the call of its board or the person or persons authorized to do so by the corporation’s articles or bylaws. b. Except as provided in the articles or bylaws of a corpor…