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

1. Except as otherwise provided in subsection 2 , all of the following apply: a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff. b. If the plaintiff receives a…

1. The law of the jurisdiction of formation of a foreign limited liability company governs all of the following: a. The internal affairs of the foreign limited liability company. b. The liability of a member as member and manager as manager for a debt, obligation, or other liabil…

1. A foreign limited liability company shall not do business in this state until it registers with the secretary of state under this chapter . 2. A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it i…

1. To register to do business in this state, a foreign limited liability company shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign company and state all of the following: a. The name of th…

A registered foreign limited liability company shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following: 1. Its name or alternate name. 2. Its jurisdiction of formation, unless its …

1. Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of this subchapter include all of the following: a. Maintaining, defending, mediating, arbitrating, or settling a proceeding. b. Carrying on any activity concerni…

1. A foreign limited liability company whose name does not comply with section 489.112 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 489.112 by filing a foreign regist…

1. A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign limited liability company and state all of the following: a. The…

A registered foreign limited liability company that domesticates to a domestic limited liability company or converts to a domestic business corporation or domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed…

1. A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The st…

1. If a registered foreign limited liability company merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing a t…

1. The secretary of state may terminate the registration of a registered foreign limited liability company in the manner provided in subsections 2 and 3 , if any of the following applies: a. The foreign limited liability company does not pay within sixty days after they are due a…

The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this chapter . 2008 Acts, ch 1162, §65, 155 C2009, §489.809 2023 Acts, ch 152, §66, 143, 161 C2024, §489.912

1. 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 of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles…

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation. 89 Acts, ch 288, §110 ; 2002 Acts, ch 1154, §55, 125

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: 1. The proposed amendment shall first be adopted by the board of directors. 2. a. Except as provided in sections 490.1005 , 490.1007 , and 490.1008 , the am…

1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter , on a proposed amendment to the articles of incorporation if the amendment would do any of the following: a. Effect an…

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

1. 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, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which must set forth all o…

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

1. A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. 2. The individual or…

1. 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, or the existing rights of persons other than the shareholders. An amendment changing a corporation…

This chapter shall be known and may be cited as the “Iowa Business Corporation Act” . 89 Acts, ch 288, §1 ; 2021 Acts, ch 165, §1, 230

The general assembly has the 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 an amendment or repeal. 89 Acts, ch 288, §2

1. A corporation’s shareholders may amend or repeal the corporation’s bylaws. 2. A corporation’s board of directors may amend or repeal the corporation’s bylaws unless any of the following apply: a. The articles of incorporation, section 490.1021 , or, if applicable, section 490.…

1. A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed as follows: a. If originally adopted by the shareholders, only by the shareholders, unless the bylaw oth…

1. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section , alter the vote specified in section 490.728, subsection 1 , or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of d…

As used in this subchapter : 1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. 2. “Acquiring entity” means the domestic or foreign…

1. By complying with this subchapter , all of the following apply: a. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, resulting in a survivor. b. Two or more foreign…

1. By complying with this subchapter all of the following apply: a. A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the eligible interests of one or more classes or series of int…

In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange shall be adopted in the following manner: 1. The plan of merger or share exchange shall first be adopted by the board of directors. 2…

1. A domestic or foreign parent entity that owns shares of a domestic corporation which carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may do any of the following: a. Merge the subsidiar…

1. After a plan of merger has been adopted and approved as required by this chapter , or if the merger is being effected under section 490.1102, subsection 1 , paragraph “b” , the merger has been approved as required by the organic law governing the parties to the merger, then ar…

1. When a merger becomes effective, all of the following apply: a. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be. b. The separate existence of every domestic or…

1. After a plan of merger or share exchange has been adopted and approved as required by this subchapter , and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without actio…

1. A director, in determining what is in the best interest of the corporation when considering a tender offer or proposal of acquisition, merger, consolidation, or similar proposal, may consider any or all of the following community interest factors, in addition to consideration …

A corporation and a cooperative association organized under chapter 499 may merge as provided in section 499.69A . 97 Acts, ch 17, §1

1. Notwithstanding any other provision of this chapter , a corporation shall not engage in any business combination with an interested shareholder for a period of three years following the time that the shareholder became an interested shareholder, unless any of the following app…

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…

No approval of the shareholders is required to do any of the following, unless the articles of incorporation otherwise provide: 1. Sell, lease, exchange, or otherwise dispose of any of the corporation’s assets in the usual and regular course of business. 2. Mortgage, pledge, dedi…

1. A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 490.1201 , requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. A corporatio…

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, §257

1. a. The secretary of state may prescribe and furnish on request any of the following forms: (1) An application for a certificate of existence or certificate of registration. (2) A foreign corporation’s registration statement. (3) A foreign corporation’s statement of withdrawal.…

1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing: DOCUMENT FEE a. Articles of incorporation $ 50 b. Application for use of indistinguishable name $ 10 c. Application for r…

1. Except to the extent otherwise provided in section 490.124, subsection 3 , and part 5 , a document accepted for filing is effective as follows: a. On the date and at the time of filing, as provided in section 490.125, subsection 2 . b. On the date of filing and at the time spe…

1. A document filed by the secretary of state pursuant to this chapter may be corrected if any of the following applies: a. The document contains an inaccuracy. b. The document was defectively signed, attested, sealed, verified, or acknowledged. c. The electronic transmission was…