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

Courts of equity shall have full power to dissolve, close up, or dispose of any business or property owned, operated, or controlled in violation of the provisions of this chapter ; to dissolve any corporation owning or controlling the capital stock of any other corporation in vio…

This chapter shall be known and may be cited as the “Iowa Economic Development Act”. [C66, 71, 73, 75, 77, 79, 81, §496B.1 ]

Membership in any development corporation shall be for the duration of the respective development corporation; provided, however, that upon written notice given to the development corporation five years in advance a member thereof may withdraw from membership in such corporation …

The shareholders and the members of the development corporation shall have the following powers of such corporation: 1. Those powers granted in the Iowa business corporation Act, chapter 490 , which are not inconsistent with the provisions of this chapter . 2. To determine the nu…

1. The articles of incorporation of any development corporation may be amended by the votes of the shareholders and the members thereof voting separately by classes. 2. Any amendment shall require approval by the affirmative vote of two-thirds of the votes to which the shareholde…

1. The board of directors shall consist of such number not less than fifteen as shall be determined in the first instance by the incorporators and thereafter annually by the members and the shareholders at each annual meeting or at any special meeting held in lieu of the annual m…

Each year each development corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the am…

No development corporation shall deposit any of its funds in any financial institution unless such institution has been designated as a depository by a vote of a majority of the directors present at any authorized meeting of the board of directors exclusive of any director who is…

Upon the approval of the authority as required in this chapter and the issuance of a certificate as provided in the Iowa business corporation Act, chapter 490 , a development corporation shall then be authorized to commence business and to issue stock thereof to the extent author…

A development corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the shareholders thereof shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of a development corporation, none of the c…

As used in this chapter , unless the context otherwise requires, the term: 1. “Authority” means the economic development authority created in section 15.105 , or any entity which succeeds to the functions of the authority. 2. “Board of directors” means members of the board of dir…

Under no circumstances is the credit of the state of Iowa pledged herein. [C66, 71, 73, 75, 77, 79, 81, §496B.20 ]

There is hereby authorized to be incorporated under the Iowa business corporation Act, chapter 490 , development corporations which meet and comply with the requirements of this chapter . Such corporations shall be subject to and have the powers and privileges conferred by the pr…

A development corporation may have offices in such places within the state of Iowa as may be fixed by the board of directors. [C66, 71, 73, 75, 77, 79, 81, §496B.4 ]

The purposes of a development corporation shall be limited to those provided in this section and shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of the state of Iowa and its citizens; to encourage and assist through loans, investme…

Any development corporation shall, subject to the restrictions and limits herein contained, have the following powers: 1. To make contracts and incur liabilities for any of the purposes of the development corporation; provided that no development corporation shall incur any secon…

Capital stock shall be issued only on receipt by each development corporation of cash in such amount not less than the par value thereof as may be determined by the board of directors. No shareholder of any development corporation shall be entitled as of right to purchase or subs…

Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective articles of incorporation, agreements of association, or trust indentures: 1. Any person, as defined in the Iowa business corporation Act, chapter 490 , is h…

A financial institution may request membership in a development corporation by making application to the board of directors thereof on such form and in such manner as such board of directors may require, and membership shall become effective upon acceptance of such application by…

This chapter shall be known and may be cited as the “Iowa Professional Corporation Act” . [C71, 73, 75, 77, 79, 81, §496C.1 ]

1. Shares of a professional corporation may be issued, and treasury shares may be disposed of, only to individuals who are licensed to practice in this state, or in any other state or territory of the United States or in the District of Columbia, a profession which the corporatio…

1. No shareholder or other person shall make any voluntary transfer of any shares in a professional corporation to any person, except to the professional corporation or to an individual who is licensed to practice in this state a profession which the corporation is authorized to …

No professional corporation shall create or issue any securities convertible into shares of the professional corporation. The provisions of this chapter with respect to the issuance and transfer of shares and disposal of treasury shares apply to the creation, issuance, and transf…

No shareholder of a professional corporation shall create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any shares of a professional corporation, and no such voting trust or agreement is valid or effe…

1. a. Notwithstanding any other statute or rule of law, a professional corporation shall purchase its own shares as provided in this section ; and the shareholders of a professional corporation and their executors, administrators, legal representatives, and successors in interest…

Each certificate representing shares of a professional corporation shall state in substance that the certificate represents shares in a professional corporation and is not transferable except as expressly provided in this chapter and in the articles of incorporation and bylaws of…

All directors of a professional corporation and all officers of a professional corporation, except assistant officers, shall at all times be individuals who are licensed to practice in this state a profession, or a lawful combination of professions pursuant to section 496C.4 , wh…

The initial bylaws of a professional corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is reserved to and vested in the shareholders unless granted to the board of directors by the articles of incorporation…

No professional corporation shall merge or consolidate with any other corporation except another professional corporation subject to this chapter . Merger or consolidation shall not be permitted unless the surviving or new corporation is a professional corporation which complies …

Violation of any provision of this chapter by a professional corporation or any of its shareholders, directors, or officers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court, as provided in the Iowa business corporatio…

For words used in this chapter , unless the context otherwise requires, the definitions contained in the Iowa business corporation Act, chapter 490 , apply, and: 1. “Employees” or “agents” does not include clerks, stenographers, secretaries, bookkeepers, technicians, or other per…

1. A foreign professional corporation may practice a profession in this state if it complies with the provisions of the Iowa business corporation Act, chapter 490 , on foreign corporations. The secretary of state may prescribe forms for such purpose. 2. A foreign professional cor…

1. Each biennial report of a professional corporation or foreign professional corporation shall, in addition to the information required by the Iowa business corporation Act, chapter 490 , set forth: a. The name and address of one shareholder. b. In the case of a professional cor…

1. This chapter shall not apply to or interfere with the practice of any profession by or through any corporation hereafter organized under any other law of this state or any other state or country if such practice is lawful under any other statute or rule of law of this state. 2…

The Iowa business corporation Act, chapter 490 , shall be construed as part of this chapter and shall apply to professional corporations, including, but not limited to, their organization, reports, fees, authority, powers, rights, and the regulation and conduct of their affairs. …

1. A professional corporation shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals, an…

The corporate name of a professional corporation, the corporate name of a foreign professional corporation or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional corporation or foreign professional corporation shall contain …

One or more individuals having capacity to contract, each of whom is licensed to practice in this state a profession which the professional corporation is to be authorized to practice, may act as incorporators of a professional corporation. [C71, 73, 75, 77, 79, 81, §496C.6 ]

1. Notwithstanding any other statute or rule of law, a professional corporation may practice a profession, but may do so in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the same profession in this state. 2. In its p…

No professional corporation shall be required to register with or to obtain any license, registration, certificate, or other legal authorization from any regulating board in order to practice a profession. Except as provided in this section , nothing in this chapter shall restric…

1. This chapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice and any law respecting privileged communicati…

Any number of persons, not less than five, may associate themselves as a cooperative association, society, company, or exchange, for the purpose of conducting any agricultural, dairy, ethanol production, mercantile, mining, manufacturing, or mechanical business on the cooperative…

An association created under this chapter shall have power to conduct any agricultural, dairy, mercantile, mining, manufacturing, or mechanical business, on the cooperative plan, and may buy, sell, and deal in the products of any other cooperative company heretofore or hereafter …

No stockholder in any such association shall own shares of a greater aggregate par value than five thousand dollars, except as hereinafter provided, nor shall a stockholder be entitled to more than one vote. [SS15, §1641-r8; C24, 27, 31, 35, 39, § 8469; C46, 50, 54, 58, 62, 66, 7…

At any regular meeting, or any regularly called special meeting, at which at least a majority of all of its stockholders shall be present, or represented, an association organized under this chapter , may by a majority vote of the stockholders present or represented, subscribe fo…

Whenever an association created under this chapter shall purchase the business of another association, person, or persons, it may pay for the same in whole or in part by issuing to the selling association or person shares of its capital stock to an amount, which at fair market va…