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

1. A foreign corporation whose name does not comply with section 490.401 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 490.401 by filing a foreign registration stateme…

1. A registered foreign corporation 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 corporation and state all of the following: a. The name of the foreign corpora…

A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effective…

1. A registered foreign corporation 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 statement must b…

1. If the defective corporate action ratified under this part would have required under any other section of this chapter a filing in accordance with this chapter , then, regardless of whether a filing was previously made in respect of such defective corporate action and in lieu …

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

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

The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter . 2021 Acts, ch 165, §198, 230

1. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or un…

1. A corporation shall maintain all of the following records: a. Its articles of incorporation as currently in effect. b. Any notices to shareholders referred to in section 490.120, subsection 11 , paragraph “e” , specifying facts on which a filed document is dependent if those f…

1. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in section 490.1601, subsection 1 , excluding minutes of meetings of, and records of actions tak…

1. A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under section 490.1602 . 2. The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 490.1602 by furnishing to the shareholder…

1. If a corporation does not allow a shareholder who complies with section 490.1602, subsection 1 , to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation’s principal office or, if none in th…

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 board committee…

1. Upon the written request of a shareholder, a corporation shall deliver or make available to such requesting shareholder by posting on its internet site or by other generally recognized means annual financial statements for the most recent fiscal year of the corporation for whi…

1. Each domestic corporation shall deliver to the secretary of state for filing a biennial report that sets forth all of the following: a. The name of the corporation. b. The street and mailing addresses of its registered office and the name of its registered agent at that office…

1. If a corporation elects to become a benefit corporation under this subchapter in the manner prescribed in this subchapter , it is subject in all respects to the provisions of this chapter , except to the extent this subchapter imposes additional or different requirements, in w…

1. The name of a benefit corporation may contain the words “benefit corporation”, the abbreviation “B.C.”, or the designation “BC”, any of which shall be deemed to satisfy the requirements of section 490.401, subsection 1 , paragraph “a” . 2. Any share certificate issued by a ben…

1. Unless the articles of incorporation or bylaws require a greater vote, the approval of at least two-thirds of the voting power of the outstanding shares of the corporation entitled to vote thereon, and, if any class or series of shares is entitled to vote as a separate group o…

1. Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act according to all of the following: a. In a responsible and sustainable manner. b. In a manner that pursues the public benefit or benefits identified in any publ…

1. No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provisi…

1. Except in a proceeding authorized under section 490.1705, subsection 3 , or this section , no person other than the corporation, or a shareholder in the right of the corporation pursuant to subsection 2 , may bring an action or assert a claim with respect to the violation of a…

1. This chapter applies to all domestic corporations in existence on January 1, 2022, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was inco…

A foreign corporation registered or authorized to do business in this state on January 1, 2022, is subject to this chapter , is deemed to be registered to do business in this state, and is not required to file a foreign registration statement under this chapter . 2021 Acts, ch 16…

1. Except as to procedural provisions, division I of 2021 Iowa Acts, ch. 165 , does not affect a pending action or proceeding or a right accrued before January 1, 2022, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if division …

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 this chapter that can be given effect without the invalid provision or applic…

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. 89 Acts, ch 288, §18 ; 2021 Acts, ch 165, §26, 230 Referred to in §15E.206

1. The articles of incorporation must set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 490.401 . b. The number of shares the corporation is authorized to issue. c. The street and mailing addresses of the corporatio…

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. 89 Acts, ch 288, §21

1. After incorporation, the following shall apply: 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 appoin…

1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. 2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. 3. The bylaws may contain any of the following …

1. Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4 . The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessa…

1. The articles of incorporation or bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the c…

A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be registered to do business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81(a) . The do…

1. A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. 2. A corporation engaging in a business that is subject to regulation under another statute of this sta…

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 business and affairs, including the power to do…

1. In anticipation of or during an emergency as defined in subsection 4 , the board of directors of a corporation may do all of the following: a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. b. Relocate the principal offic…

1. Except as provided in subsection 2 , the validity of corporate action is not challengeable on the ground that the corporation lacks or lacked power to act. 2. A corporation’s power to act may be challenged in any of the following proceedings: a. By a shareholder against the co…

1. A corporate name is subject to all of the following: a. It must contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of like import in another language. b. It must not contain …

1. A person may reserve the exclusive use of a corporate name, including a fictitious or alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and …

1. A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in section 490.401, subsection 1 , paragraph “a” , if necessary for the corporate name to comply with section 490.401, subsection 1 , paragraph “a”…

1. Each corporation shall continuously maintain in this state all of the following: a. A registered office that may be the same as any of its places of business. b. A registered agent, which may be any of the following: (1) An individual who resides in this state and whose busine…

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. The street and mailing addresses of its current registered offic…

1. A registered agent may resign as agent for a corporation by delivering to the secretary of state for filing a statement of resignation signed by the agent which shall state all of the following: a. The name of the corporation. b. The name of the agent. c. The agent resigns fro…

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…