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

1. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. 2. The board of directors may determine the payment terms of subscription…

1. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. 2. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the …

1. A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. 2. A shareh…

1. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.…

1. A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms and conditions upon which the rights, options, or warrants are issued and the terms, including the considera…

1. Shares may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. 2. At a minimum, each sha…

1. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already repre…

1. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued be…

1. As used in this section , “disbursement” means an amount of any distribution or any other increment or sum realized or accruing from stock or other equity interest in a cooperative association organized under this chapter . 2. Once a person’s stock or other equity interest in …

1. The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. 2. A statement included in the articles of incorporation that “the corporation elects to have preemptive…

1. A corporation may acquire its own shares and, except as may be otherwise provided pursuant to section 490.632 , shares so acquired constitute authorized but unissued shares. 2. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authoriz…

1. A corporation which, as of December 30, 1989, treated any of its shares which it had reacquired as issued but not outstanding shares may continue to treat those shares as issued but not outstanding shares. 2. If a corporation reacquires its own shares after December 30, 1989, …

1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection 3 . 2. The board of directors may fix the record date for determining shareholders entitle…

1. Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 490.704 , a corporation shall hold a meeting of shareholders annually, at a time stated in or fixed in accordance with the bylaws, at which directors shall be elected. 2. Unles…

1. Except as provided in subsection 5 , a corporation shall hold a special meeting of shareholders upon the occurrence of any of the following: a. On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws. b. If the …

1. The district court of the county where a corporation’s principal office, or, if none in this state, its registered office is located may summarily order a meeting to be held pursuant to any of the following: a. On application of any shareholder of the corporation if an annual …

1. Unless otherwise provided in the articles of incorporation, any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting or vote, and, except as provided in subsection 5 , without prior notice, if one or more written co…

1. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than sixty days before the meeting date. If the board of directors has authorized participation by means of remote communication pur…

1. A shareholder may waive any notice required by this chapter , or the articles of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corpora…

1. The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or…

1. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. 2. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the o…

1. Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation as a shareholder by means of remote communic…

1. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all the shareholders who are entitled to notice of the shareholders’ meeting. If the board of directors fixes a different record date under section 490.707, subsection 5 …

1. Except as provided in subsections 2 and 4 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. 2. Shares o…

1. A shareholder may vote the shareholder’s shares in person or by proxy. 2. A shareholder, or the shareholder’s agent or attorney in fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electr…

1. A corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ow…

1. If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment…

1. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or bylaws provide otherwise, shares representing a majority of the votes entitl…

1. If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 490.725 . 2. If the articles of incorporation or this chapter provide for voting…

An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in …

1. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. 2. Shareholders do not have a right to cumulate their votes for director…

1. A corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting r…

1. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to th…

1. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 490.730 . 2. A voting agreement created under this secti…

1. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it does any of the following: a. Eliminates the…

As used in this part : 1. “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 490.747 , in the right of a foreign corporation. 2. “Shareholder” means a record shareholder, a beneficial shareholder, and an unrestr…

A shareholder shall not commence or maintain a derivative proceeding unless the shareholder satisfies both of the following: 1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from …

A shareholder shall not commence a derivative proceeding 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 delivery of the demand was made, unless the shareholder ha…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. 2002 Acts, ch 1154, §26, 125 ; 2021 Acts, ch 165, §81, 230 Referred to in §490.747

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 5 has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the deriva…

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 the corporation’s shareholders or a class or series of shareholders, the cour…

On termination of the derivative proceeding, the court may do any of the following: 1. Order the corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. Order the plaintiff…

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 for sections 490.743 , 490.745 , and 490.746 . 2002 Acts, ch 1154, §30, 125 Re…

1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding …

1. Upon application of or in a proceeding commenced by a person specified in subsection 2 , the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located may determine all of the following: a. The result or v…

1. Except as may be provided in an agreement authorized under section 490.732 , each corporation shall have a board of directors. 2. Except as may be provided in an agreement authorized under section 490.732 , and subject to any limitation in the articles of incorporation permitt…