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

1. A person commits an offense by signing a document that 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 of not to ex…

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter . 89 Acts, ch 288, §14 CS89, §490.135 2021 Acts, ch 165, §12, 216, 230 C2022, §490.130

As used in this subchapter : 1. “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of such person. For purposes of section 490.1302, subsecti…

1. A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions: a. Consummation of a merger to which the corporation is a party if any of the following apply: (1) Share…

1. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or…

1. Where any corporate action specified in section 490.1302, subsection 1 , is to be submitted to a vote at a shareholders’ meeting, the meeting notice, or where no approval of such action is required pursuant to section 490.1104, subsection 10 , the offer made pursuant to that s…

1. If a corporate action specified in section 490.1302, subsection 1 , is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do all of the following: a. Deliver to the corporation,…

1. If a corporate action requiring appraisal rights under section 490.1302, subsection 1 , becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection 2 , to all shareholders who satisfy the requirements of section 490.1321, subsect…

1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the…

1. Except as provided in section 490.1325 , within thirty days after the form required by section 490.1322, subsection 2 , paragraph “b” , subparagraph (2), is due, the corporation shall pay in cash to those shareholders who complied with section 490.1323, subsection 1 , the amou…

1. A corporation may elect to withhold payment required by section 490.1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in…

1. A shareholder paid pursuant to section 490.1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate, less any payment under section 490.132…

1. If a shareholder makes a demand for payment under section 490.1326 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. I…

1. The court in an appraisal proceeding commenced under section 490.1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, exc…

1. The legality of a proposed or completed corporate action described in section 490.1302, subsection 1 , shall not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have app…

As used in this chapter , unless otherwise specified: 1. “Articles of incorporation” means the articles of incorporation described in section 490.202 , all amendments to the articles of incorporation, and any other documents permitted or required to be delivered for filing by a d…

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth all of the following: 1. The name …

1. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. a. For a proposal to dissolve to be adopted, it shall then be approved by the shareholders. In submitting the proposal to dissolve t…

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

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

1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following: a. Collecting its assets. b. Dis…

1. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. 2. The written notice must do all of the following: a. Describe information that must be included in a claim.…

1. A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. 2. The notice must meet all of the following requirements: a. Be published in compliance with any of…

1. A dissolved corporation that has published a notice under section 490.1407 may file an application with the district court of the county where the dissolved corporation’s principal office or, if none in this state, its registered office is located for a determination of the am…

1. Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims. 2. Directors of a dissolved corporation which has disposed…

1. A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. 2. A notice or other communicatio…

1. For purposes of this chapter , any of the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: a. Three or fewer co-owners. b. A corporation, partnership, trust, estate, or other entity. c. The trustees, guardians…

The secretary of state may commence a proceeding under section 490.1421 to dissolve a corporation administratively, if any of the following apply: 1. The corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter …

1. If the secretary of state determines that one or more grounds exist under section 490.1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504 . 2. If the corporation does not correct …

1. A corporation administratively dissolved under section 490.1421 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements: a. State the name of the corporation at its d…

1. If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under section 490.504 with a written notice that explains the reason or reasons for denial. 2. The corporatio…

1. As used in this chapter , a “qualified director” means a director who takes action, if at the time action is to be taken any of the following applies: a. Under section 490.202, subsection 2 , paragraph “f” , the director is not a director under any of the following circumstanc…

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

1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 490.1430, subsection 1 , lies in the county where a corporation’s principal office or, if none in this state, its re…

1. Unless an election to purchase has been filed under section 490.1434 , a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporatio…

1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 490.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a cert…

1. In a proceeding under section 490.1430, subsection 1 , paragraph “b” , to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares.…

1. A corporation has delivered written notice or any other report or statement under this chapter , the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following apply: a. The corporation delivers one copy of the notice, repor…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the treasurer of state or other appropriate state offici…

As used in this part : 1. “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders. 2. “…

1. A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152 . 2. Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means o…

1. To ratify a defective corporate action under this section , other than the ratification of an election of the initial board of directors under subsection 2 , the board of directors shall take action ratifying the action in accordance with section 490.148 , stating all of the f…

1. The quorum and voting requirements applicable to a ratifying action by the board of directors under section 490.147, subsection 1 , shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken…

1. Unless shareholder approval is required under section 490.147, subsection 3 , prompt notice of an action taken under section 490.147 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of all of the following: a. The date of s…

From and after the validation effective time, and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152 , all of the following shall apply: 1. Each defective corporate action ratified in accordance with section 490.147 shall…

1. The law of the jurisdiction of formation of a foreign corporation governs all of the following: a. The internal affairs of the foreign corporation. b. The interest holder liability of its shareholders. 2. A foreign corporation is not precluded from registering to do business i…