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

1. A plan of conversion of a converting entity that is a domestic corporation may be amended in any of the following manners: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. In the manner provided in the p…

1. When a conversion becomes effective all of the following shall apply: a. All property owned by, and every contract right possessed by, the converting entity remain the property and contract rights of the converted entity without transfer, reversion, or impairment. b. All debts…

Any number of persons may become incorporated under this chapter prior to July 1, 1971, for the transaction of any lawful business, but the incorporation confers no power or privilege not possessed by natural persons, except as provided in this chapter . All domestic corporations…

Nothing in sections 491.5 through 491.9 shall be construed as repealing or modifying any statute now in force in respect to the approval of articles of incorporation relating to insurance companies or investment companies. [S13, §1610; C24, 27, 31, 35, 39, § 8348; C46, 50, 54, 58…

1. “Merger” means the uniting of two or more corporations into one corporation in such manner that the corporation resulting from the merger retains its corporate existence and absorbs the other constituent corporation or corporations which thereby lose their or its corporate exi…

The terms and conditions of stock rights or options issued by the corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of such rights or options by a person, or group of persons, owning or offering to ac…

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 …

1. Any two or more corporations whether heretofore or hereafter organized may merge into one of such corporations in the manner provided in this section . 2. The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such boa…

1. Any two or more corporations whether heretofore or hereafter organized may consolidate into a new corporation in the manner provided in this section . 2. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of each such bo…

1. The board of directors of each corporation, upon approving such plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notic…

At each such meeting, a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstan…

Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and verified by that person, attested by its secretary or an assistant secretary, and shall be acknowledged and shall set f…

1. A duly executed and acknowledged copy of the articles of merger or consolidation shall be forwarded to the secretary of state for filing and recording as provided in section 491.5 . 2. The procedure set forth in sections 491.6 through 491.9 shall be applicable to the filing of…

Upon the payment of all fees and charges and upon the filing of the articles of consolidation or merger with the secretary of state the secretary of state shall issue to the corporation or its representative a certificate of consolidation or a certificate of merger and upon the i…

Corporations organized for a period of years shall pay the secretary of state, before a certificate of incorporation is issued, a fee of fifty dollars. [C97, §1610; S13, §1610; C24, 27, 31, 35, 39, § 8349; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.11 ] 93 Acts, ch 126…

When such merger or consolidation has been effected: 1. The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, …

1. One or more foreign corporations and one or more domestic corporations whether heretofore or hereafter organized may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign cor…

1. If a shareholder of a corporation which is a party to a merger or consolidation shall file with such corporation, prior to or at the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, a written objection to such plan of merger or conso…

All stock issued in connection with such merger or consolidation shall be issued pursuant to the provisions of chapter 492 and nothing in this amendment shall be construed as eliminating the requirements of said chapter. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.113 ]

Notwithstanding anything contained in this chapter and chapters 492 and 502 , a corporation organized under the laws of the state of Iowa having assets of the value of one million dollars or more, the articles of which provide that an individual may not vote more than one share o…

1. Any corporation organized under the laws of this state shall fix upon and designate in its articles of incorporation its principal place of business which must be in this state, and if outside the limits of a city then its post office address must be given. The place of busine…

Its place of business shall be in charge of an agent of the corporation and shall be the place where it shall hold its stockholders’ meetings, keep a record of its proceedings and its stock and transfer books. The board of directors may designate by resolution some other place in…

Any corporation organized under the laws of this state that does not maintain an office in the county of its organization may file with the secretary of state a certified copy of a resolution of the board of directors of said corporation giving name and address in Iowa of a resid…

Sections 490.850 through 490.859 apply to corporations organized under or subject to this chapter . [C71, 73, 75, 77, 79, 81, §491.16 ] 83 Acts, ch 71, §3 ; 90 Acts, ch 1205, §30 ; 2002 Acts, ch 1154, §103, 125

Sections 490.830 , 490.831 , and 490.832 , sections 490.840 through 490.842 , sections 490.860 through 490.863 , and section 490.870 apply to corporations organized under or subject to this chapter . 2003 Acts, ch 66, §7 ; 2018 Acts, ch 1136, §5

1. Shareholders of any class 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. Participation as a shareholder by means of remote communication shall be subject to such…

The corporation may commence business as soon as the articles of incorporation are filed with the secretary of state. [C51, §679; R60, §1156; C73, §1064; C97, §1614; C24, 27, 31, 35, 39, § 8359; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.19 ] 2014 Acts, ch 1074, §1

Except as otherwise provided by law, a single person may incorporate under the provisions of this chapter , thereby entitling that person to all the privileges and immunities provided herein, but if the person adopts the name of an individual or individuals as that of the corpora…

1. Amendments to articles of incorporation making changes in any of the provisions of the articles may be made at any annual meeting of the stockholders or special meeting called for that purpose, and they shall be valid only when approved by the shareholders and filed with the s…

Such amendments need only be signed and acknowledged by such officers of the corporation as may be designated by the stockholders to perform such act. [C97, §1615; S13, §1615; C24, 27, 31, 35, 39, § 8361; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.21 ]

A failure to substantially comply with the foregoing requirements in relation to organization and publicity shall render the individual property of the stockholders liable for the corporate debts; but corporators and stockholders in railway and street railway companies shall be l…

A corporation may be dissolved prior to the period fixed in the articles of incorporation, by unanimous consent, or in accordance with the provisions of its articles, if a statement swearing to the dissolution, signed by the officers of such corporation, is filed with the secreta…

Corporations for the construction and operation, or the operation alone, of steam railways, interurban railways, and street railways, or for the transaction of the business of life insurance, may be formed to endure fifty years; those for other purposes, not to exceed twenty year…

1. Corporations existing for a period of years may be renewed from time to time for the same or shorter periods, or may be renewed to exist perpetually, upon compliance with the provisions of this section and other applicable statutes. 2. The right of renewal is vested in the sto…

The provisions of section 491.25 shall not apply to any renewal voted before July 4, 1951, but all rights of any corporation described or referred to in the last two paragraphs of section 491.20 to purchase stock of dissenting stockholders or any portion thereof are preserved to …

After the action of the stockholders for the renewal of any corporation, a certificate, showing the proceedings resulting in the renewal, sworn to by the president and secretary of the corporation, or by other officers as may be designated by the stockholders, together with the a…

1. Upon filing with the secretary of state the said certificate and articles of incorporation, and upon the payment to the secretary of state of the fees prescribed by section 491.11 for newly organized corporations, the secretary of state shall issue a proper certificate for the…

In all cases wherein the secretary of state has prior to April 10, 1931 issued to a corporation organized or purporting to have been organized under the laws of this state a certificate renewing and extending its corporate existence from an erroneous date or for a period of time …

Among the powers of such corporations are the following: 1. To have perpetual succession. 2. To sue and be sued by its corporate name. 3. To have a common seal, which it may alter at pleasure. 4. To render the interests of the stockholders transferable. 5. To exempt the private p…

The secretary of state upon a corporation complying with the provisions of this section and upon the filing of articles of incorporation and upon receipt of the fees as provided in this chapter shall issue a certificate of incorporation as of the date of the corporation’s origina…

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.…

Any corporation heretofore or hereafter organized under the laws of this state for the purpose of constructing or operating, or constructing and operating, a bridge, one extremity of which shall rest in an adjacent state, may merge or consolidate the stock, property, rights, fran…

The articles of incorporation, bylaws, rules and regulations of corporations hereafter organized under the provisions of either Title XII, subtitles 2 through 5 , or Title XIII, subtitle 1 or 2 , or whose organization may be adopted or amended thereunder, shall at all times be su…

Intentional fraud in failing to comply substantially with the articles of incorporation, or in deceiving the public or individuals in relation to their means or their liabilities, shall be a fraudulent practice. Any person who has sustained injury from such fraud may also recover…

The diversion of the funds of the corporation to other objects than those mentioned in its articles and in the notice published, if any person be injured thereby, and the payment of dividends which leaves insufficient funds to meet the liabilities thereof, shall be such fraud as …

Any intentional violation by the board of directors or the managing officers of the corporation of the provisions of sections 491.40 and 491.41 shall work a forfeiture of the corporate privileges, to be enforced as provided by law. [C51, §690; R60, §1167; C73, §1074; C97, §1622; …