1
BUSINESS
CORPORA
TIONS,
Ch
490
CHAPTER
490
BUSINESS
CORPORA
TIONS
Referred
to
in
§9.11
,
9H.1
,
9H.4
,
10.1
,
10B.1
,
10B.4
,
10B.7
,
10D.1
,
15E.202
,
15E.204
,
15E.205
,
135D.4
,
135D.5
,
261B.3A
,
312.8
,
423.1
,
468.327
,
468.506
,
491.1
,
495.3
,
496B.3
,
496B.6
,
496B.8
,
496B.11
,
496B.12
,
496B.17
,
496C.2
,
496C.3
,
496C.4
,
496C.9
,
496C.14
,
496C.16
,
496C.19
,
496C.20
,
496C.21
,
496C.22
,
497.34
,
498.36
,
499.43B
,
499.54
,
499.59A
,
499.61
,
501A
.102
,
504.1108
,
506.12
,
508B.2
,
514.23
,
515.1
,
515G.2
,
515G.3
,
521.2
,
521.17
,
524.1309
,
524.1809
,
524.2001
,
547.1
,
556.1
,
556.5
,
558.72
,
669.14
Organization
option
for
cooperative
associations,
§499.43B
SUBCHAPTER
I
GENERAL
PRO
VISIONS
P
ART
1
SHORT
TITLE
AND
RESER
V
A
TION
OF
POWER
490.101
Short
title.
490.102
Reservation
of
power
to
amend
or
repeal.
490.103
through
490.119
Reserved.
P
ART
2
FILING
DOCUMENTS
490.120
Requirements
for
documents
—
extrinsic
facts.
490.120A
Secretary
of
state
—
extra
services
—
surcharge.
490.121
F
orms.
490.122
Filing,
service,
and
copying
fees.
490.123
Effective
date
of
filed
document.
490.124
Correcting
filed
document.
490.125
Filing
duty
of
secretary
of
state.
490.126
Appeal
from
secretary
of
state’s
refusal
to
file
document.
490.127
Evidentiary
effect
of
certified
copy
of
filed
document.
490.128
Certificate
of
existence
or
registration.
490.129
P
enalty
for
signing
false
document.
P
ART
3
SECRET
AR
Y
OF
ST
A
TE
490.130
P
owers.
490.131
through
490.134
Reserved.
490.135
Secretary
of
state
—
powers.
T
ransferred
to
§490.130
;
2021
Acts,
ch
165,
§12,
216,
230
.
490.136
through
490.139
Reserved.
P
ART
4
DEFINITIONS
490.140
Chapter
definitions.
490.141
Notices
and
other
communications.
490.142
Number
of
shareholders.
490.143
Qualified
director
.
490.144
Householding.
P
ART
5
RA
TIFICA
TION
OF
DEFECTIVE
CORPORA
TE
ACTIONS
490.145
P
art
definitions.
490.146
Defective
corporate
actions.
490.147
Ratification
of
defective
corporate
actions.
490.148
Action
on
ratification.
490.149
Notice
requirements.
490.150
Effect
of
ratification.
490.151
Filings.
490.152
Judicial
proceedings
regarding
validity
of
corporate
actions.
490.153
through
490.200
Reserved.
SUBCHAPTER
II
INCORPORA
TION
490.201
Incorporators.
490.202
Articles
of
incorporation.
490.203
Incorporation.
490.204
Liability
for
preincorporation
transactions.
490.205
Organization
of
corporation.
490.206
Bylaws.
490.207
Emergency
bylaws.
490.208
F
orum
selection
provisions.
490.209
F
oreign
-trade
zone
corporation.
490.210
through
490.300
Reserved.
SUBCHAPTER
III
PURPOSES
AND
POWERS
490.301
Purposes.
490.302
General
powers.
490.303
Emergency
powers.
490.304
Ultra
vires.
490.305
through
490.400
Reserved.
SUBCHAPTER
IV
NAME
490.401
Corporate
name.
490.402
Reserved
name.
490.403
Registered
name.
490.404
through
490.500
Reserved.
SUBCHAPTER
V
OFFICE
AND
AGENT
490.501
Registered
office
and
agent
of
domestic
and
registered
foreign
corporations.
490.502
Change
of
registered
office
or
registered
agent.
490.503
Resignation
of
registered
agent.
490.504
Service
on
corporation.
490.505
through
490.600
Reserved.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

Ch
490,
BUSINESS
CORPORA
TIONS
2
SUBCHAPTER
VI
SHARES
AND
DISTRIBUTIONS
P
ART
1
SHARES
490.601
A
uthorized
shares.
490.602
T
erms
of
class
or
series
determined
by
board
of
directors.
490.603
Issued
and
outstanding
shares.
490.604
Fractional
shares.
490.605
through
490.619
Reserved.
P
ART
2
ISSU
ANCE
OF
SHARES
490.620
Subscription
for
shares
before
incorporation.
490.621
Issuance
of
shares.
490.622
Liability
of
shareholders.
490.623
Share
dividends.
490.624
Share
rights,
options,
warrants,
and
awards.
490.624A
P
oison
pill
defense
authorized.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.625
F
orm
and
content
of
certificates.
490.626
Shares
without
certificates.
490.627
Restriction
on
transfer
of
shares.
490.628
Reversion
of
disbursements
to
cooperative
associations.
490.629
Reversion
of
disbursements
to
cooperative
associations.
T
ransferred
to
§490.628
;
2021
Acts,
ch
165,
§216,
230
.
P
ART
3
SUBSEQUENT
ACQUISITION
OF
SHARES
B
Y
SHAREHOLDERS
AND
CORPORA
TION
490.630
Shareholders’
preemptive
rights.
490.631
Corporation
’s
acquisition
of
its
own
shares.
490.632
Reacquired
shares
as
issued
but
not
outstanding
shares.
490.633
through
490.639
Reserved.
P
ART
4
DISTRIBUTIONS
490.640
Distribution
to
shareholders.
490.641
through
490.700
Reserved.
SUBCHAPTER
VII
SHAREHOLDERS
P
ART
1
MEETINGS
490.701
Annual
meeting.
490.702
Special
meeting.
490.703
Court-
ordered
meeting.
490.704
Action
without
meeting.
490.705
Notice
of
meeting.
490.706
W
aiver
of
notice.
490.707
Record
date
for
meeting.
490.708
Conduct
of
meeting.
490.709
Remote
participation
in
shareholders’
meetings.
490.710
through
490.719
Reserved.
P
ART
2
V
OTING
490.720
List
of
shareholders
for
meeting.
490.721
V
oting
entitlement
of
shares.
490.722
P
roxies.
490.723
Shares
held
by
intermediaries
and
nominees.
490.724
Acceptance
of
votes
and
other
instruments.
490.725
Quorum
and
voting
requirements
for
voting
groups.
490.726
Action
by
single
or
multiple
voting
groups.
490.727
Modifying
quorum
or
voting
requirements.
490.728
V
oting
for
directors
—
cumulative
voting.
490.729
Inspectors
of
election.
P
ART
3
V
OTING
TRUSTS
AND
AGREEMENTS
490.730
V
oting
trusts.
490.731
V
oting
agreement.
490.732
Shareholder
agreement.
490.733
through
490.739
Reserved.
P
ART
4
DERIV
A
TIVE
PROCEEDINGS
490.740
P
art
definitions.
490.741
Standing.
490.742
Demand.
490.743
Stay
of
proceedings.
490.744
Dismissal.
490.745
Discontinuance
or
settlement.
490.746
P
ayment
of
expenses.
490.747
Applicability
to
foreign
corporations.
P
ART
5
JUDICIAL
PROCEEDINGS
490.748
Shareholder
action
to
appoint
custodian
or
receiver
.
490.749
Judicial
determination
of
corporate
offices
and
review
of
elections
and
shareholder
votes.
490.750
through
490.800
Reserved.
SUBCHAPTER
VIII
DIRECTORS
AND
OFFICERS
P
ART
1
BO
ARD
OF
DIRECTORS
490.801
Requirement
for
and
functions
of
board
of
directors.
490.802
Qualifications
of
directors.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

3
BUSINESS
CORPORA
TIONS,
Ch
490
490.803
Number
and
election
of
directors.
490.804
Election
of
directors
by
certain
classes
of
series
of
shares.
490.805
T
erms
of
directors
generally
.
490.806
Staggered
terms
for
directors.
490.806A
Public
corporations
—
staggered
terms.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§4.
490.806B
Public
corporations
—
nonstaggered
terms.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§5.
490.807
Resignation
of
directors.
490.808
Removal
of
directors
by
shareholders.
490.809
Removal
of
directors
by
judicial
proceeding.
490.810
V
acancy
on
board
of
directors.
490.811
Compensation
of
directors.
490.812
through
490.819
Reserved.
P
ART
2
MEETINGS
AND
ACTION
OF
THE
BO
ARD
490.820
Meetings.
490.821
Action
without
meeting.
490.822
Notice
of
meeting.
490.823
W
aiver
of
notice.
490.824
Quorum
and
voting.
490.825
Committees
of
the
board.
490.826
Submission
of
matters
for
shareholder
vote.
490.827
through
490.829
Reserved.
P
ART
3
DIRECTORS
490.830
Standards
of
conduct
for
directors.
490.831
Standards
of
liability
for
directors.
490.832
Directors’
liability
for
unlawful
distributions.
490.833
Liability
for
unlawful
distribution.
T
ransferred
to
§490.832
;
2021
Acts,
ch
165,
§105,
216,
230
.
490.834
through
490.839
Reserved.
P
ART
4
OFFICERS
490.840
Officers.
490.841
F
unctions
of
officers.
490.842
Standards
of
conduct
for
officers.
490.843
Resignation
and
removal
of
officers.
490.844
Contract
rights
of
officers.
490.845
through
490.849
Reserved.
P
ART
5
INDEMNIFICA
TION
AND
AD
V
ANCE
FOR
EXPENSES
490.850
P
art
definitions.
490.851
P
ermissible
indemnification.
490.852
Mandatory
indemnification.
490.853
Advance
for
expenses.
490.854
Court-
ordered
indemnification
and
advance
for
expenses.
490.855
Determination
and
authorization
of
indemnification.
490.856
Indemnification
of
officers.
490.857
Insurance.
490.858
V
ariation
by
corporate
action
—
application
of
part.
490.859
Exclusivity
of
part.
P
ART
6
DIRECTOR
’S
CONFLICTING
INTEREST
TRANSACTIONS
490.860
P
art
definitions.
490.861
Judicial
action.
490.862
Directors’
action.
490.863
Shareholders’
action.
490.864
through
490.869
Reserved.
P
ART
7
BUSINESS
OPPORTUNITIES
490.870
Business
opportunities.
490.871
through
490.900
Reserved.
SUBCHAPTER
IX
DOMESTICA
TION
AND
CONVERSION
P
ART
1
PRELIMINAR
Y
PRO
VISIONS
490.901
Subchapter
definitions.
490.902
Excluded
transactions.
490.903
Required
approvals.
490.904
Relationship
of
subchapter
to
other
laws.
490.905
F
oreign
insurance
companies
becoming
domestic.
490.906
through
490.919
Reserved.
P
ART
2
DOMESTICA
TION
490.920
Domestication.
490.921
Action
on
a
plan
of
domestication.
490.922
Articles
of
domestication
—
effectiveness.
490.923
Amendment
of
plan
of
domestication
—
abandonment.
490.924
Effect
of
domestication.
490.925
through
490.929
Reserved.
P
ART
3
CONVERSION
490.930
Conversion.
490.931
Plan
of
conversion.
490.932
Action
on
a
plan
of
conversion.
490.933
Articles
of
conversion
—
effectiveness.
490.934
Amendment
of
plan
of
conversion
—
abandonment.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

Ch
490,
BUSINESS
CORPORA
TIONS
4
490.935
Effect
of
conversion.
490.936
through
490.1000
Reserved.
SUBCHAPTER
X
AMENDMENT
OF
ARTICLES
OF
INCORPORA
TION
AND
B
YLA
WS
P
ART
1
AMENDMENT
OF
ARTICLES
OF
INCORPORA
TION
490.1001
Amendment
of
articles
of
incorporation
—
authority
to
amend.
490.1002
Amendment
before
issuance
of
shares.
490.1003
Amendment
by
board
of
directors
and
shareholders.
490.1004
V
oting
on
amendments
by
voting
groups.
490.1005
Amendment
by
board
of
directors.
490.1005A
Public
corporation
—
amendment
by
board
of
directors.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§7.
490.1006
Articles
of
amendment.
490.1007
Restated
articles
of
incorporation.
490.1008
Amendment
pursuant
to
reorganization.
490.1009
Effect
of
amendment.
490.1010
through
490.1019
Reserved.
P
ART
2
AMENDMENT
OF
B
YLA
WS
490.1020
A
uthority
to
amend.
490.1021
Bylaw
increasing
quorum
or
voting
requirement
for
directors.
490.1022
Bylaw
provisions
relating
to
the
election
of
directors.
490.1023
through
490.1100
Reserved.
SUBCHAPTER
XI
MERGERS
AND
SHARE
EX
CHANGES
490.1101
Subchapter
definitions.
490.1102
Merger
.
490.1103
Share
exchange.
490.1104
Action
on
a
plan
of
merger
or
share
exchange.
490.1105
Merger
between
parent
and
subsidiary
or
between
subsidiaries.
490.1106
Articles
of
merger
or
share
exchange.
490.1107
Effect
of
merger
or
share
exchange.
490.1108
Abandonment
of
a
merger
or
share
exchange.
490.1108A
Consideration
of
acquisition
proposals
—
community
interests.
490.1109
Qualified
merger
—
corporation
and
cooperative
association.
490.1110
Business
combinations
with
interested
shareholders.
490.1111
Conversion.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1112
Action
on
plan
of
conversion
by
converting
domestic
corporation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1113
Filings
required
for
conversion
—
effective
date.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1114
Effect
of
conversion.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1115
through
490.1200
Reserved.
SUBCHAPTER
XII
DISPOSITION
OF
ASSETS
490.1201
Disposition
of
assets
not
requiring
shareholder
approval.
490.1202
Shareholder
approval
of
certain
dispositions.
490.1203
through
490.1300
Reserved.
SUBCHAPTER
XIII
APPRAISAL
RIGHTS
P
ART
1
RIGHT
TO
APPRAISAL
AND
P
A
YMENT
FOR
SHARES
490.1301
Subchapter
definitions.
490.1302
Right
to
appraisal.
490.1303
Assertion
of
rights
by
nominees
and
beneficial
shareholders.
490.1304
through
490.1319
Reserved.
P
ART
2
PROCEDURE
FOR
EXERCISE
OF
APPRAISAL
RIGHTS
490.1320
Notice
of
appraisal
rights.
490.1321
Notice
of
intent
to
demand
payment
and
consequences
of
voting
or
consenting.
490.1322
Appraisal
notice
and
form.
490.1323
P
erfection
of
rights
—
right
to
withdraw
.
490.1324
P
ayment.
490.1325
After
-acquired
shares.
490.1326
P
rocedure
if
shareholder
dissatisfied
with
payment
or
offer
.
490.1327
and
490.1328
Repealed
by
2002
Acts,
ch
1154,
§123,
125
.
490.1329
Reserved.
P
ART
3
JUDICIAL
APPRAISAL
490.1330
Court
action.
490.1331
Court
costs
and
expenses.
490.1332
through
490.1339
Reserved.
P
ART
4
OTHER
REMEDIES
490.1340
Other
remedies
limited.
490.1341
through
490.1400
Reserved.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

5
BUSINESS
CORPORA
TIONS,
Ch
490
SUBCHAPTER
XIV
DISSOL
UTION
P
ART
1
V
OL
UNT
AR
Y
DISSOL
UTION
490.1401
Dissolution
by
incorporators
or
initial
directors.
490.1402
Dissolution
by
board
of
directors
and
shareholders.
490.1403
Articles
of
dissolution.
490.1404
Revocation
of
dissolution.
490.1405
Effect
of
dissolution.
490.1406
Known
claims
against
dissolved
corporation.
490.1407
Other
claims
against
dissolved
corporation.
490.1408
Court
proceedings.
490.1409
Director
duties.
490.1410
through
490.1419
Reserved.
P
ART
2
ADMINISTRA
TIVE
DISSOL
UTION
490.1420
Grounds
for
administrative
dissolution.
490.1421
P
rocedure
for
and
effect
of
administrative
dissolution.
490.1422
Reinstatement
following
administrative
dissolution.
490.1423
Appeal
from
denial
of
reinstatement.
490.1424
through
490.1429
Reserved.
P
ART
3
JUDICIAL
DISSOL
UTION
490.1430
Grounds
for
judicial
dissolution.
490.1431
P
rocedure
for
judicial
dissolution.
490.1432
Receivership
or
custodianship.
490.1433
Decree
of
dissolution.
490.1434
Election
to
purchase
in
lieu
of
dissolution.
490.1435
through
490.1439
Reserved.
P
ART
4
MISCELLANEOUS
490.1440
Deposit
with
state
treasurer
.
490.1441
through
490.1500
Reserved.
SUBCHAPTER
XV
FOREIGN
CORPORA
TIONS
490.1501
Governing
law
.
490.1502
Registration
to
do
business
in
this
state.
490.1503
F
oreign
registration
statement.
490.1504
Amendment
of
foreign
registration
statement.
490.1505
Activities
not
constituting
doing
business.
490.1506
Noncomplying
name
of
foreign
corporation.
490.1507
W
ithdrawal
of
registration
of
registered
foreign
corporation.
490.1508
Deemed
withdrawal
upon
domestication
or
conversion
to
certain
domestic
entities.
490.1509
W
ithdrawal
upon
dissolution
or
conversion
to
certain
nonfiling
entities.
490.1510
T
ransfer
of
registration.
490.1511
Administrative
termination
of
registration.
490.1512
Action
by
attorney
general.
490.1513
through
490.1519
Reserved.
490.1520
W
ithdrawal
of
foreign
corporation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1521
and
490.1522
Reserved.
490.1523
T
ransfer
of
authority
.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1524
through
490.1529
Reserved.
490.1530
Grounds
for
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1531
P
rocedure
for
and
effect
of
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1532
Appeal
from
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1533
through
490.1600
Reserved.
SUBCHAPTER
XVI
RECORDS
AND
REPORTS
P
ART
1
RECORDS
490.1601
Corporate
records.
490.1602
Inspection
rights
of
shareholders.
490.1603
Scope
of
inspection
right.
490.1604
Court-
ordered
inspection.
490.1605
Inspection
of
records
by
directors.
490.1606
Exception
to
notice
requirement.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1607
through
490.1619
Reserved.
P
ART
2
REPORTS
490.1620
Financial
statements
for
shareholders.
490.1621
Biennial
report
for
secretary
of
state.
490.1622
Biennial
report
for
secretary
of
state.
T
ransferred
to
§490.1621
;
2021
Acts,
ch
165,
§205,
216,
230
.
490.1623
through
490.1700
Reserved.
SUBCHAPTER
XVII
BENEFIT
CORPORA
TIONS
490.1701
Application
of
subchapter
—
definitions.
490.1702
Name
—
share
certificates.
490.1703
Certain
amendments
and
transactions
—
votes
required.
490.1704
Duties
of
directors.
T
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22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

Ch
490,
BUSINESS
CORPORA
TIONS
6
490.1705
Annual
benefit
report.
490.1706
Rights
of
action.
490.1707
through
490.1800
Reserved.
SUBCHAPTER
XVIII
TRANSITIONAL
PRO
VISIONS
490.1801
Application
to
existing
domestic
corporations.
490.1802
Application
to
existing
foreign
corporations.
490.1803
Savings
provisions.
490.1804
Severability
.
SUBCHAPTER
I
GENERAL
PRO
VISIONS
P
ART
1
SHORT
TITLE
AND
RESER
V
A
TION
OF
POWER
490.101
Short
title.
This
chapter
shall
be
known
and
may
be
cited
as
the
“Iowa
Business
Corporation
Act”
.
89
Acts,
ch
288,
§1
;
2021
Acts,
ch
165,
§1,
230
490.102
Reser
vation
of
power
to
amend
or
repeal.
The
general
assembly
has
the
power
to
amend
or
repeal
all
or
part
of
this
chapter
at
any
time
and
all
domestic
and
foreign
corporations
subject
to
this
chapter
are
governed
by
an
amendment
or
repeal.
89
Acts,
ch
288,
§2
490.103
through
490.119
Reserved.
P
ART
2
FILING
DOCUMENTS
490.120
Requirements
for
documents
—
e
xtrinsic
facts.
1.
A
document
must
satisfy
the
requirements
of
this
section
,
and
of
any
other
section
that
adds
to
or
varies
these
requirements,
to
be
entitled
to
filing
by
the
secretary
of
state.
2.
This
chapter
must
require
or
permit
filing
the
document
in
the
office
of
the
secretary
of
state.
3.
The
document
must
contain
the
information
required
by
this
chapter
and
may
contain
other
information.
4.
The
document
must
be
typewritten
or
printed
or
,
if
electronically
transmitted,
it
must
be
in
a
format
that
can
be
retrieved
or
reproduced
in
typewritten
or
printed
form.
5.
The
document
must
be
in
the
English
language.
A
corporate
name
need
not
be
in
English
if
written
in
English
letters
or
Arabic
or
Roman
numerals,
and
the
certificate
of
registration
required
of
foreign
corporations
need
not
be
in
English
if
accompanied
by
a
reasonably
authenticated
English
translation.
6.
Except
as
provided
in
section
490.1621,
subsection
3
,
the
document
must
be
signed
by
any
of
the
following:
a.
The
chair
of
the
board
of
directors
of
a
domestic
or
foreign
corporation,
its
president,
or
another
of
its
officers.
b.
If
directors
have
not
been
selected
or
the
corporation
has
not
been
formed,
by
an
incorporator
.
c.
If
the
corporation
is
in
the
hands
of
a
receiver
,
trustee,
or
other
court-appointed
fiduciary
,
by
that
fiduciary
.
7.
a.
The
person
executing
the
document
shall
sign
it
and
state
beneath
or
opposite
the
T
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Dec
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22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

7
BUSINESS
CORPORA
TIONS,
§490.120
person
’s
signature
the
person
’s
name
and
the
capacity
in
which
the
document
is
signed.
The
document
may
but
need
not
contain
a
corporate
seal,
attestation,
acknowledgment,
or
verification.
b.
The
secretary
of
state
may
accept
for
filing
a
document
containing
a
copy
of
a
signature,
however
made.
8.
If
the
secretary
of
state
has
prescribed
a
mandatory
form
for
the
document
under
section
490.121,
subsection
1
,
the
document
must
be
in
or
on
the
prescribed
form.
9.
The
document
must
be
delivered
to
the
office
of
the
secretary
of
state
for
filing.
Delivery
may
be
made
by
electronic
transmission
if
and
to
the
extent
permitted
by
the
secretary
of
state.
If
it
is
filed
in
typewritten
or
printed
form
and
not
transmitted
electronically
,
the
secretary
of
state
may
require
one
exact
or
conformed
copy
to
be
delivered
with
the
document.
10.
When
the
document
is
delivered
to
the
office
of
the
secretary
of
state
for
filing,
the
correct
filing
fee,
and
any
franchise
tax,
license
fee,
or
penalty
required
by
this
chapter
or
other
law
to
be
paid
at
the
time
of
delivery
for
filing
must
be
paid
or
provision
for
payment
made
in
a
manner
permitted
by
the
secretary
of
state.
11.
Whenever
a
provision
of
this
chapter
permits
any
of
the
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
objectively
ascertainable
outside
the
plan
or
filed
document,
all
of
the
following
provisions
apply:
a.
The
manner
in
which
the
facts
will
operate
upon
the
terms
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
filed
document.
b.
The
facts
may
include
any
of
the
following:
(1)
Any
of
the
following
that
is
available
in
a
nationally
recognized
news
or
information
medium
either
in
print
or
electronically:
statistical
or
market
indices,
market
prices
of
any
security
or
group
of
securities,
interest
rates,
currency
exchange
rates,
or
similar
economic
or
financial
data.
(2)
A
determination
or
action
by
any
person
or
body
,
including
the
corporation
or
any
other
party
to
a
plan
or
filed
document.
(3)
The
terms
of,
or
actions
taken
under
,
an
agreement
to
which
the
corporation
is
a
party
,
or
any
other
agreement
or
document.
c.
As
used
in
this
subsection
:
(1)
“F
iled
document”
means
a
document
filed
by
the
secretary
of
state
under
any
provision
of
this
chapter
except
subchapter
XV
or
section
490.1621
.
(2)
“Plan
”
means
a
plan
of
domestication,
conversion,
merger
,
or
share
exchange.
d.
The
following
provisions
of
a
plan
or
filed
document
shall
not
be
made
dependent
on
facts
outside
the
plan
or
filed
document:
(1)
The
name
and
address
of
any
person
required
in
a
filed
document.
(2)
The
registered
office
of
any
entity
required
in
a
filed
document.
(3)
The
registered
agent
of
any
entity
required
in
a
filed
document.
(4)
The
number
of
authorized
shares
and
designation
of
each
class
or
series
of
shares.
(5)
The
effective
date
of
a
filed
document.
(6)
Any
required
statement
in
a
filed
document
of
the
date
on
which
the
underlying
transaction
was
approved
or
the
manner
in
which
that
approval
was
given.
e.
If
a
provision
of
a
filed
document
is
made
dependent
on
a
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
is
neither
ascertainable
by
reference
to
a
source
described
in
paragraph
“b”
,
subparagraph
(1),
nor
a
document
that
is
a
matter
of
public
record,
and
the
affected
shareholders
have
not
received
notice
of
the
fact
from
the
corporation,
then
the
corporation
shall
file
with
the
secretary
of
state
articles
of
amendment
to
the
filed
document
setting
forth
the
fact
promptly
after
the
time
when
the
fact
referred
to
is
first
ascertainable
or
thereafter
changes.
Articles
of
amendment
under
this
paragraph
“e”
are
deemed
to
be
authorized
by
the
authorization
of
the
original
filed
document
to
which
they
relate
and
may
be
filed
by
the
corporation
without
further
action
by
the
board
of
directors
or
the
shareholders.
89
Acts,
ch
288,
§3
;
90
Acts,
ch
1205,
§16
;
2002
Acts,
ch
1154,
§1,
2,
125
;
2007
Acts,
ch
140,
§1
;
2012
Acts,
ch
1023,
§157
;
2019
Acts,
ch
20,
§16
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§2,
230
;
2022
Acts,
ch
1058,
§8
Referred
to
in
§9.11
,
490.125
,
490.202
,
490.601
,
490.920
,
490.931
,
490.1006
,
490.1102
,
490.1103
,
490.1601
,
490.1621
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.120A
,
BUSINESS
CORPORA
TIONS
8
490.120A
Secretar
y
of
state
—
e
xtra
ser
vices
—
surcharge.
Upon
the
request
of
a
filer
of
a
document
under
this
chapter
,
the
secretary
of
state
shall
provide
an
extra
filing
service
and
assess
a
surcharge
as
provided
in
chapter
9,
subchapter
II
.
2021
Acts,
ch
165,
§257
490.121
F
orms.
1.
a.
The
secretary
of
state
may
prescribe
and
furnish
on
request
any
of
the
following
forms:
(1)
An
application
for
a
certificate
of
existence
or
certificate
of
registration.
(2)
A
foreign
corporation
’s
registration
statement.
(3)
A
foreign
corporation
’s
statement
of
withdrawal.
(4)
A
foreign
corporation
’s
transfer
of
registration
statement.
(5)
The
biennial
report
required
by
section
490.1621
.
b.
If
the
secretary
of
state
so
requires,
use
of
the
forms
provided
in
paragraph
“a”
is
mandatory
.
2.
The
secretary
of
state
may
prescribe
and
furnish
on
request
forms
for
other
documents
required
or
permitted
to
be
filed
pursuant
to
this
chapter
but
their
use
is
not
mandatory
.
89
Acts,
ch
288,
§4
;
96
Acts,
ch
1170,
§2
;
97
Acts,
ch
171,
§5
;
2012
Acts,
ch
1023,
§157
;
2021
Acts,
ch
165,
§3,
230
Referred
to
in
§490.120
490.122
F
iling,
ser
vice,
and
copying
fees.
1.
The
secretary
of
state
shall
collect
the
following
fees
when
the
documents
described
in
this
subsection
are
delivered
to
the
secretary
of
state
for
filing:
DOCUMENT
FEE
a.
Articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
b.
Application
for
use
of
indistinguishable
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
c.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
d.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
e.
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
f
.
Application
for
renewal
of
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
g.
Corporation
’s
statement
of
change
of
registered
agent
or
registered
office
or
both
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
h.
Agent’s
statement
of
change
of
registered
office
for
each
affected
corporation
not
to
exceed
a
total
of
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
i.
Agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
j.
Articles
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
k.
Articles
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
l.
Amendment
of
articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
m.
Restatement
of
articles
of
incorporation
with
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
n.
Restatement
of
articles
of
incorporation
without
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
o
.
Articles
of
merger
or
share
exchange
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
p.
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
q.
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
r
.
Certificate
of
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
s.
Application
for
reinstatement
following
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
t.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
u.
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
v
.
F
oreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

9
BUSINESS
CORPORA
TIONS,
§490.124
w
.
Amendment
of
foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
x.
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
y
.
T
ransfer
of
foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
z.
Notice
of
termination
of
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
aa.
Articles
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
ab.
Articles
of
validation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
ac.
Application
for
certificate
of
existence
or
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
ad.
Biennial
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
60
ae.
Any
other
document
required
or
permitted
to
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
2.
The
secretary
of
state
shall
collect
a
fee
of
five
dollars
each
time
process
is
served
on
the
secretary
of
state
under
this
chapter
.
The
party
to
a
proceeding
causing
service
of
process
is
entitled
to
recover
this
fee
as
costs
if
such
party
prevails
in
the
proceeding.
3.
The
secretary
of
state
shall
collect
the
following
fees
for
copying
and
certifying
the
copy
of
any
filed
document
relating
to
a
domestic
or
foreign
corporation:
a.
One
dollar
a
page
for
copying.
b.
Five
dollars
for
the
certificate.
89
Acts,
ch
288,
§5
;
90
Acts,
ch
1205,
§17
;
97
Acts,
ch
171,
§6
;
2008
Acts,
ch
1162,
§116,
155
;
2021
Acts,
ch
165,
§4,
230
Referred
to
in
§9.11
,
499.45
,
499.54
,
524.303
,
524.1402
,
524.1410
,
524.1421
See
annual
Iowa
Acts
for
provisions
relating
to
the
authority
to
refund
fees
490.123
Effective
date
of
filed
document.
1.
Except
to
the
extent
otherwise
provided
in
section
490.124,
subsection
3
,
and
part
5
,
a
document
accepted
for
filing
is
effective
as
follows:
a.
On
the
date
and
at
the
time
of
filing,
as
provided
in
section
490.125,
subsection
2
.
b.
On
the
date
of
filing
and
at
the
time
specified
in
the
document
as
its
effective
time,
if
later
than
the
time
under
paragraph
“a”
.
c.
At
a
specified
delayed
effective
date
and
time
which
shall
not
be
more
than
ninety
days
after
filing.
d.
If
a
delayed
effective
date
is
specified,
but
no
time
is
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
be
more
than
ninety
days
after
the
date
of
filing.
2.
If
a
filed
document
does
not
specify
the
time
zone
or
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
date
or
time
or
both
at
which
it
becomes
effective
shall
be
those
prevailing
at
the
place
of
filing
in
this
state.
89
Acts,
ch
288,
§6
;
2002
Acts,
ch
1154,
§3,
125
;
2021
Acts,
ch
165,
§5,
230
Referred
to
in
§490.140
,
490.922
,
490.933
,
490.1006
,
490.1106
,
490.1403
,
490.1404
,
490.1510
,
490.1621
490.124
Correcting
filed
document.
1.
A
document
filed
by
the
secretary
of
state
pursuant
to
this
chapter
may
be
corrected
if
any
of
the
following
applies:
a.
The
document
contains
an
inaccuracy
.
b.
The
document
was
defectively
signed,
attested,
sealed,
verified,
or
acknowledged.
c.
The
electronic
transmission
was
defective.
2.
A
document
is
corrected
by
complying
with
all
of
the
following:
a.
By
preparing
articles
of
correction
that
do
all
of
the
following:
(1)
Describe
the
document,
including
its
filing
date,
or
a
copy
of
the
document
is
attached
to
the
articles
of
correction.
(2)
Specify
the
inaccuracy
or
defect
to
be
corrected.
(3)
Correct
the
inaccuracy
or
defect.
b.
By
delivering
the
articles
of
correction
to
the
secretary
of
state
for
filing.
3.
Articles
of
correction
are
effective
on
the
effective
date
of
the
document
they
correct
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.124,
BUSINESS
CORPORA
TIONS
10
except
as
to
persons
relying
on
the
uncorrected
document
and
adversely
affected
by
the
correction.
As
to
those
persons,
articles
of
correction
are
effective
when
filed.
89
Acts,
ch
288,
§7
;
2002
Acts,
ch
1154,
§4,
125
;
2021
Acts,
ch
165,
§6,
230
Referred
to
in
§9.14
,
490.123
490.125
F
iling
duty
of
secretar
y
of
state.
1.
If
a
document
delivered
to
the
office
of
the
secretary
of
state
for
filing
satisfies
the
requirements
of
section
490.120
,
the
secretary
of
state
shall
file
it.
2.
The
secretary
of
state
files
a
document
by
recording
it
as
filed
on
the
date
and
time
of
receipt.
After
filing
a
document,
except
the
biennial
report
required
by
section
490.1621
,
and
except
as
provided
in
section
490.503
,
the
secretary
of
state
shall
return
to
the
person
who
delivered
the
document
for
filing
a
copy
of
the
document
with
an
acknowledgment
of
the
date
and
time
of
filing.
3.
If
the
secretary
of
state
refuses
to
file
a
document,
it
shall
be
returned
to
the
person
who
delivered
the
document
for
filing
within
five
days
after
the
document
was
delivered,
together
with
a
brief,
written
explanation
of
the
reason
for
the
refusal.
4.
The
secretary
of
state’s
duty
to
file
documents
under
this
section
is
ministerial.
The
secretary
of
state’s
filing
or
refusing
to
file
a
document
does
not
create
a
presumption
of
any
of
the
following:
a.
The
document
does
or
does
not
conform
to
the
requirements
of
this
chapter
.
b.
The
information
contained
in
the
document
is
correct
or
incorrect.
89
Acts,
ch
288,
§8
;
96
Acts,
ch
1170,
§3
;
97
Acts,
ch
171,
§7
;
2002
Acts,
ch
1154,
§5,
125
;
2021
Acts,
ch
165,
§7,
230
Referred
to
in
§490.123
490.126
Appeal
from
secretar
y
of
state’s
refusal
to
file
document.
1.
If
the
secretary
of
state
refuses
to
file
a
document
delivered
for
filing,
the
person
that
delivered
the
document
for
filing
may
petition
the
district
court
of
the
county
where
the
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office
is
located
to
compel
its
filing.
The
document
and
the
explanation
of
the
secretary
of
state’s
refusal
to
file
must
be
attached
to
the
petition.
The
court
may
decide
the
matter
in
a
summary
proceeding.
2.
The
court
may
order
the
secretary
of
state
to
file
the
document
or
take
other
action
the
court
considers
appropriate.
3.
The
court’s
final
decision
may
be
appealed
as
in
other
civil
proceedings.
89
Acts,
ch
288,
§9
;
2021
Acts,
ch
165,
§8,
230
490.127
Evidentiar
y
effect
of
certified
copy
of
filed
document.
A
certificate
from
the
secretary
of
state
delivered
with
a
copy
of
a
document
filed
by
the
secretary
of
state
is
conclusive
evidence
that
the
original
document
is
on
file
with
the
secretary
of
state.
89
Acts,
ch
288,
§10
;
90
Acts,
ch
1205,
§18
;
2002
Acts,
ch
1154,
§6,
125
;
2021
Acts,
ch
165,
§9,
230
490.128
Certificate
of
e
xistence
or
registration.
1.
Any
person
may
apply
to
the
secretary
of
state
to
furnish
a
certificate
of
existence
for
a
domestic
corporation
or
a
certificate
of
registration
for
a
foreign
corporation.
2.
A
certificate
of
existence
must
set
forth
all
of
the
following:
a.
The
domestic
corporation
’s
corporate
name.
b.
That
the
domestic
corporation
is
duly
incorporated
under
the
law
of
this
state,
the
date
of
its
incorporation,
and
the
period
of
its
duration
if
less
than
perpetual.
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
have
been
paid,
subject
to
all
of
the
following:
(1)
P
ayment
is
reflected
in
the
records
of
the
secretary
of
state.
(2)
Nonpayment
affects
the
existence
of
the
domestic
corporation.
d.
That
its
most
recent
biennial
report
required
by
section
490.1621
has
been
filed
by
the
secretary
of
state.
e.
That
articles
of
dissolution
have
not
been
filed.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

11
BUSINESS
CORPORA
TIONS,
§490.140
f
.
That
the
corporation
is
not
administratively
dissolved
and
a
proceeding
is
not
pending
under
section
490.1421
.
g.
Other
facts
of
record
in
the
office
of
the
secretary
of
state
that
may
be
requested
by
the
applicant.
3.
A
certificate
of
registration
must
set
forth
all
of
the
following:
a.
The
foreign
corporation
’s
name
used
in
this
state.
b.
That
the
foreign
corporation
is
registered
to
do
business
in
this
state.
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
have
been
paid,
subject
to
all
of
the
following:
(1)
P
ayment
is
reflected
in
the
records
of
the
secretary
of
state.
(2)
Nonpayment
affects
the
registration
of
the
foreign
corporation.
d.
That
its
most
recent
biennial
report
required
by
section
490.1621
has
been
filed
by
the
secretary
of
state.
e.
Other
facts
of
record
in
the
office
of
the
secretary
of
state
that
may
be
requested
by
the
applicant.
4.
Subject
to
any
qualification
stated
in
the
certificate,
a
certificate
of
existence
or
registration
issued
by
the
secretary
of
state
may
be
relied
upon
as
conclusive
evidence
of
the
facts
stated
in
the
certificate.
89
Acts,
ch
288,
§11
;
90
Acts,
ch
1205,
§19
;
97
Acts,
ch
171,
§8
;
2021
Acts,
ch
165,
§10,
230
490.129
P
enalty
for
signing
false
document.
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
exceed
one
thousand
dollars.
89
Acts,
ch
288,
§12
;
2021
Acts,
ch
165,
§11,
230
P
ART
3
SECRET
AR
Y
OF
ST
A
TE
490.130
P
owers.
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
490.131
through
490.134
Reserved.
490.135
Secretar
y
of
state
—
powers.
T
ransferred
to
§490.130
;
2021
Acts,
ch
165,
§12,
216,
230
.
490.136
through
490.139
Reserved.
P
ART
4
DEFINITIONS
490.140
Chapter
definitions.
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
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2026,
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490
(142,
1)

§490.140,
BUSINESS
CORPORA
TIONS
12
or
required
to
be
delivered
for
filing
by
a
domestic
business
corporation
with
the
secretary
of
state
under
any
provision
of
this
chapter
that
modify
,
amend,
supplement,
restate,
or
replace
the
articles
of
incorporation.
After
an
amendment
of
the
articles
of
incorporation
or
any
other
document
filed
under
this
chapter
that
restates
the
articles
of
incorporation
in
their
entirety
,
the
articles
of
incorporation
shall
not
include
any
prior
documents.
When
used
with
respect
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
corporation,
the
“articles
of
incorporation
”
of
such
an
entity
means
the
document
of
such
entity
that
is
equivalent
to
the
articles
of
incorporation
of
a
domestic
business
corporation.
2.
“
Authorized
shares”
means
the
shares
of
all
classes
a
domestic
or
foreign
corporation
is
authorized
to
issue.
3.
“Beneficial
shareholder”
means
a
person
who
owns
the
beneficial
interest
in
shares,
which
may
be
a
record
shareholder
or
a
person
on
whose
behalf
shares
are
registered
in
the
name
of
an
intermediary
or
nominee.
4.
“Conspicuous”
means
so
written,
displayed,
or
presented
that
a
reasonable
person
against
whom
the
writing
is
to
operate
should
have
noticed
it.
5.
“Cooperative
association
”
means
an
entity
that
is
structured
and
operated
on
a
cooperative
basis
pursuant
to
26
U.S.C.
§1381(a)
and
that
meets
the
definitional
requirements
of
an
association
as
provided
in
12
U.S.C.
§1141j(a)
or
7
U.S.C.
§291.
6.
“Corporation
”
,
“domestic
corporation
”
,
“business
corporation
”
,
or
“domestic
business
corporation
”
means
a
corporation
for
profit,
which
is
not
a
foreign
corporation,
incorporated
under
this
chapter
.
7.
“Deliver”
or
“delivery
”
means
any
method
of
delivery
used
in
conventional
commercial
practice,
including
delivery
by
hand,
mail,
commercial
delivery
,
and,
if
authorized
in
accordance
with
section
490.141
,
by
electronic
transmission.
8.
“Distribution
”
means
a
direct
or
indirect
transfer
of
cash
or
other
property
,
except
a
corporation
’s
own
shares,
or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
distribution
of
indebtedness;
a
distribution
in
liquidation;
or
otherwise.
9.
“Document”
means
any
of
the
following:
a.
A
tangible
medium
on
which
information
is
inscribed,
and
includes
handwritten,
typed,
printed
or
similar
instruments,
and
copies
of
such
instruments.
b.
An
electronic
record.
10.
“Domestic”
,
with
respect
to
an
entity
,
means
an
entity
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
11.
“Effective
date”
,
when
referring
to
a
document
accepted
for
filing
by
the
secretary
of
state,
means
the
time
and
date
determined
in
accordance
with
section
490.123
.
12.
“Electronic”
means
relating
to
technology
having
electrical,
digital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabilities.
13.
“Electronic
mail”
means
an
electronic
transmission
directed
to
a
unique
electronic
mail
address.
14.
“Electronic
mail
address”
means
a
destination,
commonly
expressed
as
a
string
of
characters,
consisting
of
a
unique
user
name
or
mailbox,
commonly
referred
to
as
the
“local
part”
of
the
address,
and
a
reference
to
an
internet
domain,
commonly
referred
to
as
the
“domain
part”
of
the
address,
whether
or
not
displayed,
to
which
electronic
mail
may
be
sent
or
delivered.
15.
“Electronic
record”
means
information
that
is
stored
in
an
electronic
or
other
nontangible
medium
and
is
retrievable
in
paper
form
through
an
automated
process
used
in
conventional
commercial
practice,
unless
otherwise
authorized
in
accordance
with
section
490.141,
subsection
10
.
16.
“Electronic
transmission
”
or
“electronically
transmitted”
means
any
form
or
process
of
communication
not
directly
involving
the
physical
transfer
of
paper
or
another
tangible
medium,
which
is
all
of
the
following:
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
of
information
by
the
recipient.
b.
Retrievable
in
paper
form
by
the
recipient
through
an
automated
process
used
in
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2026,
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490
(142,
1)

13
BUSINESS
CORPORA
TIONS,
§490.140
conventional
commercial
practice,
unless
otherwise
authorized
in
accordance
with
section
490.141,
subsection
10
.
17.
“Eligible
entity
”
means
a
domestic
or
foreign
unincorporated
entity
or
a
domestic
or
foreign
nonprofit
corporation.
18.
“Eligible
interests”
means
interests
or
memberships.
19.
“Employee”
includes
an
officer
but
not
a
director
.
A
director
may
accept
duties
that
make
the
director
also
an
employee.
20.
“Entity
”
includes
a
domestic
and
foreign
business
corporation;
domestic
and
foreign
nonprofit
corporation;
estate;
trust;
domestic
and
foreign
unincorporated
entity;
and
a
state,
the
United
States,
and
a
foreign
government.
21.
“Expenses”
means
reasonable
expenses
of
any
kind,
including
reasonable
fees
and
expenses
of
counsel
and
experts,
that
are
incurred
in
connection
with
a
matter
.
22.
“F
iling
entity
”
means
an
unincorporated
entity
,
other
than
a
limited
liability
partnership,
that
is
of
a
type
that
is
created
by
filing
a
public
organic
record
or
is
required
to
file
a
public
organic
record
that
evidences
its
creation.
23.
“F
oreign
”
,
with
respect
to
an
entity
,
means
an
entity
governed
as
to
its
internal
affairs
by
the
organic
law
of
a
jurisdiction
other
than
this
state.
24.
“F
oreign
corporation
”
or
“
foreign
business
corporation
”
means
a
corporation
incorporated
under
a
law
other
than
the
law
of
this
state
which
would
be
a
business
corporation
if
incorporated
under
the
law
of
this
state.
25.
“F
oreign
nonprofit
corporation
”
means
a
corporation
incorporated
under
a
law
other
than
the
law
of
this
state
which
would
be
a
nonprofit
corporation
if
incorporated
under
the
law
of
this
state.
26.
“F
oreign
registration
statement”
means
the
foreign
registration
statement
described
in
section
490.1503
.
27.
“Governmental
subdivision
”
includes
an
authority
,
city
,
county
,
district,
and
municipality
.
28.
“Governor”
means
any
person
under
whose
authority
the
powers
of
an
entity
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
entity
are
managed
pursuant
to
the
organic
law
governing
the
entity
and
its
organic
rules.
29.
“Includes”
and
“including”
denote
a
partial
definition
or
a
nonexclusive
list.
30.
“Individual”
means
a
natural
person.
31.
“Interest”
means
either
or
both
of
the
following
rights
under
the
organic
law
governing
an
unincorporated
entity:
a.
The
right
to
receive
distributions
from
the
entity
either
in
the
ordinary
course
or
upon
liquidation.
b.
The
right
to
receive
notice
or
vote
on
issues
involving
its
internal
affairs,
other
than
as
an
agent,
assignee,
proxy
,
or
person
responsible
for
managing
its
business
and
affairs.
32.
“Interest
holder”
means
a
person
who
holds
of
record
an
interest.
33.
a.
“Interest
holder
liability
”
means
any
of
the
following:
(1)
P
ersonal
liability
for
a
debt,
obligation,
or
other
liability
of
a
domestic
or
foreign
corporation
or
eligible
entity
that
is
imposed
on
a
person
by
any
of
the
following:
(a)
Solely
by
reason
of
the
person
’s
status
as
a
shareholder
,
member
,
or
interest
holder
.
(b)
By
the
articles
of
incorporation
of
the
domestic
corporation
or
the
organic
rules
of
the
eligible
entity
or
foreign
corporation
that
make
one
or
more
specified
shareholders,
members,
or
interest
holders,
or
categories
of
shareholders,
members,
or
interest
holders,
liable
in
their
capacity
as
shareholders,
members,
or
interest
holders
for
all
or
specified
liabilities
of
the
corporation
or
eligible
entity
.
(2)
An
obligation
of
a
shareholder
,
member
,
or
interest
holder
under
the
articles
of
incorporation
of
a
domestic
corporation
or
the
organic
rules
of
an
eligible
entity
or
foreign
corporation
to
contribute
to
the
entity
.
b.
F
or
purposes
of
paragraph
“a”
,
except
as
otherwise
provided
in
the
articles
of
incorporation
of
a
domestic
corporation
or
the
organic
law
or
organic
rules
of
an
eligible
entity
or
a
foreign
corporation,
interest
holder
liability
arises
under
paragraph
“a”
,
subparagraph
(1),
when
the
corporation
or
eligible
entity
incurs
the
liability
.
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§490.140,
BUSINESS
CORPORA
TIONS
14
34.
“
Jurisdiction
of
formation
”
means
the
state
or
country
the
law
of
which
includes
the
organic
law
governing
a
domestic
or
foreign
corporation
or
eligible
entity
.
35.
“Means”
denotes
an
exhaustive
definition.
36.
“Membership”
means
the
rights
of
a
member
in
a
domestic
or
foreign
nonprofit
corporation.
37.
“Merger”
means
a
transaction
pursuant
to
section
490.1102
.
38.
“Nonfiling
entity
”
means
an
unincorporated
entity
that
is
of
a
type
that
is
not
created
by
filing
a
public
organic
record.
39.
“Nonprofit
corporation
”
or
“domestic
nonprofit
corporation
”
means
a
corporation
incorporated
under
the
laws
of
this
state
and
subject
to
the
provisions
of
chapter
504
.
40.
“Organic
law
”
means
the
statute
governing
the
internal
affairs
of
a
domestic
or
foreign
business
or
nonprofit
corporation
or
unincorporated
entity
.
41.
“Organic
rules”
means
the
public
organic
record
and
private
organic
rules
of
a
domestic
or
foreign
corporation
or
eligible
entity
.
42.
“P
erson
”
means
a
person
as
defined
in
section
4.1
.
43.
“P
rincipal
office”
means
the
office,
in
or
out
of
this
state,
so
designated
in
the
biennial
report
required
by
section
490.1621
or
foreign
registration
statement
where
the
principal
executive
offices
of
a
domestic
or
foreign
corporation
are
located.
44.
a.
“P
rivate
organic
rules”
means
any
of
the
following:
(1)
The
bylaws
of
a
domestic
or
foreign
business
or
nonprofit
corporation.
(2)
The
rules,
regardless
of
whether
in
writing,
that
govern
the
internal
affairs
of
an
unincorporated
entity
,
are
binding
on
all
of
its
interest
holders,
and
are
not
part
of
its
public
organic
record,
if
any
.
b.
Where
private
organic
rules
have
been
amended
or
restated,
the
term
means
the
private
organic
rules
as
last
amended
or
restated.
45.
“P
roceeding”
includes
a
civil
suit
and
criminal,
administrative,
and
investigatory
action.
46.
a.
“Public
organic
record”
means
any
of
the
following:
(1)
The
articles
of
incorporation
of
a
domestic
or
foreign
business
or
nonprofit
corporation.
(2)
The
document,
if
any
,
the
filing
of
which
is
required
to
create
an
unincorporated
entity
,
or
which
creates
the
unincorporated
entity
and
is
required
to
be
filed.
b.
Where
a
public
organic
record
has
been
amended
or
restated,
the
term
means
the
public
organic
record
as
last
amended
or
restated.
47.
“Record
date”
means
the
date
fixed
for
determining
the
identity
of
the
corporation
’s
shareholders
and
their
shareholdings
for
purposes
of
this
chapter
.
Unless
another
time
is
specified
when
the
record
date
is
fixed,
the
determination
shall
be
made
as
of
the
close
of
business
at
the
principal
office
of
the
corporation
on
the
date
so
fixed.
48.
“Record
shareholder”
means
any
of
the
following:
a.
The
person
in
whose
name
shares
are
registered
in
the
records
of
the
corporation.
b.
The
person
identified
as
the
beneficial
owner
of
shares
in
a
beneficial
ownership
certificate
pursuant
to
section
490.723
on
file
with
the
corporation
to
the
extent
of
the
rights
granted
by
such
certificate.
49.
“Registered
foreign
corporation
”
means
a
foreign
corporation
registered
to
do
business
in
the
state
pursuant
to
subchapter
XV
.
50.
“Secretary
”
means
the
corporate
officer
to
whom
the
board
of
directors
has
delegated
responsibility
under
section
490.840,
subsection
3
,
to
maintain
the
minutes
of
the
meetings
of
the
board
of
directors
and
of
the
shareholders
and
for
authenticating
records
of
the
corporation.
51.
“Share
exchange”
means
a
transaction
pursuant
to
section
490.1103
.
52.
“Shareholder”
means
a
record
shareholder
.
53.
“Shares”
means
the
units
into
which
the
proprietary
interests
in
a
domestic
or
foreign
corporation
are
divided.
54.
“Sign
”
or
“signature”
means,
with
present
intent
to
authenticate
or
adopt
a
document,
doing
any
of
the
following:
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15
BUSINESS
CORPORA
TIONS,
§490.141
a.
Executing
or
adopting
a
tangible
symbol
to
a
document,
including
any
manual,
facsimile,
or
conformed
signature.
b.
Attaching
to
or
logically
associating
with
an
electronic
transmission
an
electronic
sound,
symbol,
or
process,
and
including
an
electronic
signature
in
an
electronic
transmission.
55.
“State”
,
when
referring
to
a
part
of
the
United
States,
includes
a
state
and
commonwealth,
and
their
agencies
and
governmental
subdivisions,
and
a
territory
and
insular
possession,
and
their
agencies
and
governmental
subdivisions,
of
the
United
States.
56.
“Subscriber”
means
a
person
who
subscribes
for
shares
in
a
corporation,
whether
before
or
after
incorporation.
57.
“
T
ype
of
entity
”
means
a
generic
form
of
entity
that
is
any
of
the
following:
a.
Recognized
at
common
law
.
b.
F
ormed
under
an
organic
law
,
regardless
of
whether
some
entities
formed
under
that
law
are
subject
to
provisions
of
that
law
that
create
different
categories
of
the
form
of
entity
.
58.
a.
“Unincorporated
entity
”
means
an
organization
or
artificial
legal
person
that
either
has
a
separate
legal
existence
or
has
the
power
to
acquire
an
estate
in
real
property
in
its
own
name
and
that
is
not
any
of
the
following:
(1)
A
domestic
or
foreign
business
or
nonprofit
corporation.
(2)
A
series
of
a
limited
liability
company
or
of
another
type
of
entity
.
(3)
An
estate.
(4)
A
trust.
(5)
A
state,
the
United
States,
or
foreign
government.
b.
“Unincorporated
entity
”
includes
a
general
partnership,
limited
liability
company
,
limited
partnership,
business
trust,
joint
stock
association,
and
unincorporated
nonprofit
association.
59.
“United
States”
includes
a
district,
authority
,
bureau,
commission,
department,
and
any
other
agency
of
the
United
States.
60.
“Unrestricted
voting
trust
beneficial
owner”
means,
with
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
owner
whose
entitlement
to
exercise
the
shareholder
right
in
question
is
not
inconsistent
with
the
voting
trust
agreement.
61.
“
V
oting
group”
means
all
shares
of
one
or
more
classes
or
series
that
under
the
articles
of
incorporation
or
this
chapter
are
entitled
to
vote
and
be
counted
together
collectively
on
a
matter
at
a
meeting
of
shareholders.
All
shares
entitled
by
the
articles
of
incorporation
or
this
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
a
single
voting
group.
62.
“
V
oting
power”
means
the
current
power
to
vote
in
the
election
of
directors.
63.
“
V
oting
trust
beneficial
owner”
means
an
owner
of
a
beneficial
interest
in
shares
of
the
corporation
held
in
a
voting
trust
established
pursuant
to
section
490.730,
subsection
1
.
64.
“
W
riting”
or
“
written
”
means
any
information
in
the
form
of
a
document.
89
Acts,
ch
288,
§15
;
91
Acts,
ch
211,
§3
;
97
Acts,
ch
171,
§9
;
2001
Acts,
ch
142,
§1
;
2002
Acts,
ch
1154,
§7,
8,
125
;
2007
Acts,
ch
140,
§2
;
2011
Acts,
ch
2,
§1,
10
;
2013
Acts,
ch
31,
§1,
2,
82
;
2019
Acts,
ch
24,
§73,
104
;
2021
Acts,
ch
165,
§13,
230
;
2022
Acts,
ch
1058,
§1,
5
Referred
to
in
§15E.202
,
123.45
490.141
Notices
and
other
communications.
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
communication
may
be
given
by
any
method
of
delivery
,
except
that
a
notice
or
other
communication
by
electronic
transmission
must
be
in
accordance
with
this
section
.
If
the
methods
of
delivery
are
impracticable,
a
notice
or
other
communication
from
a
corporation
may
be
given
by
means
of
a
broad
nonexclusionary
distribution
to
the
public,
which
may
include
a
newspaper
of
general
circulation
in
the
area
where
published;
radio
,
television,
or
other
form
of
public
broadcast
communication;
or
other
methods
of
distribution
that
the
corporation
has
previously
identified
to
its
shareholders.
3.
A
notice
or
other
communication
to
a
domestic
corporation
or
to
a
registered
foreign
corporation
may
be
delivered
to
the
corporation
’s
registered
agent
at
its
registered
office
or
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.141,
BUSINESS
CORPORA
TIONS
16
to
the
secretary
at
the
corporation
’s
principal
office
shown
in
its
most
recent
biennial
report
required
by
section
490.1621
or
,
in
the
case
of
a
foreign
corporation
that
has
not
yet
delivered
a
biennial
report,
in
its
foreign
registration
statement.
4.
A
notice
or
other
communication
from
a
corporation
to
a
shareholder
may
be
delivered
by
electronic
mail
to
the
electronic
mail
address
for
a
shareholder
required
to
be
included
in
the
record
of
shareholders
maintained
pursuant
to
section
490.1601,
subsection
4
,
unless
the
shareholder
has
previously
notified
the
corporation
in
writing
that
the
shareholder
objects
to
receiving
notices
and
other
communication
by
electronic
mail.
Any
notice
or
other
communication
may
be
delivered
to
a
shareholder
by
another
form
of
electronic
transmission
if
consented
to
by
the
shareholder
or
if
authorized
by
subsection
10
.
Any
notice
or
other
communication
from
the
corporation
to
any
other
person
may
be
delivered
by
electronic
transmission
if
consented
to
by
the
recipient
or
if
authorized
by
subsection
10
.
Any
consent
given
under
this
subsection
or
subsection
10
may
be
revoked
with
respect
to
future
notices
or
communications
by
the
person
who
consented
by
giving
written
notice
to
the
person
to
whom
the
consent
was
delivered.
5.
A
notice
or
other
communication
shall
no
longer
be
delivered
to
an
electronic
mail
address
or
other
electronic
transmission
address
pursuant
to
subsection
4
,
if
all
of
the
following
apply:
a.
The
corporation
receives
notice
from
the
information
processing
system
into
which
such
notice
or
other
communication
was
entered
that
two
consecutive
notices
or
other
communications
given
by
electronic
transmission
have
not
been
delivered
to
the
electronic
mail
address
or
other
electronic
transmission
address
to
which
such
notice
or
other
communication
was
directed.
b.
Such
notice
of
nondelivery
becomes
known
to
the
secretary
,
the
transfer
agent,
or
another
person
responsible
for
the
giving
of
notices
or
other
communications
for
the
corporation;
provided,
however
,
that
the
inadvertent
failure
to
recognize
such
notice
of
nondelivery
as
a
cessation
of
authority
to
provide
a
shareholder
with
notice
by
electronic
mail
or
other
electronic
transmission
shall
not
invalidate
any
meeting
or
other
action.
6.
Unless
otherwise
agreed
between
the
sender
and
the
recipient,
a
notice
or
other
communication
by
electronic
transmission
is
received
when
all
of
the
following
apply:
a.
The
electronic
transmission
enters
an
information
processing
system
directed
to
any
of
the
following:
(1)
In
the
case
of
a
shareholder
,
the
electronic
mail
address
for
the
shareholder
required
to
be
included
in
the
record
of
shareholders
maintained
pursuant
to
section
490.1601,
subsection
4
,
or
other
electronic
transmission
address
at
which
the
shareholder
has
consented
to
receive
notice
or
other
communications
by
electronic
transmission.
(2)
In
the
case
of
any
other
recipient,
the
electronic
transmission
address
at
which
the
recipient
has
consented
to
receive
notice
or
other
communications
by
electronic
transmission.
b.
The
electronic
transmission
is
in
a
form
capable
of
being
processed
by
that
system.
7.
Receipt
of
an
electronic
acknowledgment
from
an
information
processing
system
described
in
subsection
6
,
paragraph
“a”
,
establishes
that
an
electronic
transmission
was
received
but,
by
itself,
does
not
establish
that
the
content
sent
corresponds
to
the
content
received.
8.
An
electronic
transmission
is
received
under
this
section
even
if
no
person
is
aware
of
its
receipt.
9.
A
notice
or
other
communication,
if
in
a
comprehensible
form
or
manner
,
is
effective
at
the
earliest
of
the
following:
a.
If
in
a
physical
form,
the
earliest
of
when
it
is
actually
received,
or
when
it
is
left
at
any
of
the
following:
(1)
A
shareholder
’s
address
included
in
the
record
of
shareholders
maintained
pursuant
to
section
490.1601,
subsection
4
.
(2)
A
director
’s
residence
or
usual
place
of
business.
(3)
The
domestic
or
registered
foreign
corporation
’s
principal
office.
b.
If
mailed
by
United
States
mail
postage
prepaid
and
addressed
to
a
shareholder
at
the
shareholder
’s
address
included
in
the
record
of
shareholders
pursuant
to
section
490.1601,
subsection
4
,
upon
deposit
in
the
mail.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

17
BUSINESS
CORPORA
TIONS,
§490.142
c.
If
mailed
by
United
States
mail
postage
prepaid
and
addressed
to
a
recipient
other
than
a
shareholder
,
at
the
address
included
in
the
corporation
’s
records
the
earliest
of
when
it
is
actually
received,
or
as
follows:
(1)
If
sent
by
registered
or
certified
mail,
return
receipt
requested,
the
date
shown
on
the
return
receipt
signed
by
or
on
behalf
of
the
addressee.
(2)
Five
days
after
it
is
deposited
in
the
United
States
mail.
d.
If
an
electronic
transmission,
when
it
is
received
as
provided
in
subsection
6
.
e.
If
oral,
when
communicated.
10.
A
notice
or
other
communication
may
be
in
the
form
of
an
electronic
transmission
that
cannot
be
directly
reproduced
in
paper
form
by
the
recipient
through
an
automated
process
used
in
conventional
commercial
practice
only
if
all
of
the
following
apply:
a.
The
electronic
transmission
is
otherwise
retrievable
in
perceivable
form.
b.
The
sender
and
the
recipient
have
consented
in
writing
to
the
use
of
such
form
of
electronic
transmission.
11.
If
this
chapter
prescribes
requirements
for
notices
or
other
communications
in
particular
circumstances,
those
requirements
govern.
If
articles
of
incorporation
or
bylaws
prescribe
requirements
for
notices
or
other
communications,
not
inconsistent
with
this
section
or
other
provisions
of
this
chapter
,
those
requirements
govern.
The
articles
of
incorporation
or
bylaws
may
authorize
or
require
delivery
of
notices
of
meetings
of
directors
by
electronic
transmission.
12.
In
the
event
that
any
provisions
of
this
chapter
are
deemed
to
modify
,
limit,
or
supersede
the
federal
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
et
seq.,
the
provisions
of
this
chapter
shall
control
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
Act.
13.
a.
Whenever
notice
would
otherwise
be
required
to
be
given
under
any
provision
of
this
chapter
to
a
shareholder
,
the
notice
need
not
be
given
if
the
corporation
is
not
permitted
to
deliver
notice
by
electronic
transmission
pursuant
to
subsections
4
and
5
and
any
of
the
following
apply:
(1)
Notices
to
the
shareholders
of
two
consecutive
annual
meetings,
and
all
notices
of
meetings
during
the
period
between
such
two
consecutive
annual
meetings,
have
been
sent
to
such
shareholder
at
such
shareholder
’s
address
included
in
the
record
of
shareholders
maintained
pursuant
to
section
490.1601,
subsection
4
,
and
have
been
returned
undeliverable
or
could
not
be
delivered.
(2)
All,
but
not
less
than
two
,
payments
of
dividends
on
securities
during
a
twelve-month
period,
or
two
consecutive
payments
of
dividends
on
securities
during
a
period
of
more
than
twelve
months,
have
been
sent
to
such
shareholder
at
such
shareholder
’s
address
included
in
the
record
of
shareholders
maintained
pursuant
to
section
490.1601,
subsection
4
,
and
have
been
returned
undeliverable
or
could
not
be
delivered.
(3)
No
address
has
been
provided
to
the
corporation
by
or
on
behalf
of
a
shareholder
and
the
corporation
has
not
otherwise
obtained
an
address
for
the
shareholder
that
the
corporation
believes
is
reliable.
b.
In
addition,
if
any
such
shareholder
to
which
this
subsection
applies
delivers
to
the
corporation
a
written
notice
setting
forth
such
shareholder
’s
then
-current
address,
the
requirement
that
notice
be
given
to
such
shareholder
shall
be
reinstated.
89
Acts,
ch
288,
§16
;
97
Acts,
ch
171,
§10
;
2002
Acts,
ch
1154,
§9,
125
;
2013
Acts,
ch
31,
§3,
82
;
2021
Acts,
ch
165,
§14,
230
;
2022
Acts,
ch
1021,
§141
;
2022
Acts,
ch
1058,
§2
Referred
to
in
§490.140
,
490.145
,
490.149
,
490.807
,
490.843
,
490.1601
,
490.1621
,
524.533
,
524.607
,
524.1308A
490.142
Number
of
shareholders.
1.
F
or
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,
custodians,
or
other
fiduciaries
of
a
single
trust,
estate,
or
account.
2.
F
or
purposes
of
this
chapter
,
shareholdings
registered
in
substantially
similar
names
T
ue
Dec
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22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.142,
BUSINESS
CORPORA
TIONS
18
constitute
one
shareholder
if
it
is
reasonable
to
believe
that
the
names
represent
the
same
person.
89
Acts,
ch
288,
§17
;
2021
Acts,
ch
165,
§15,
230
490.143
Qualified
director
.
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
circumstances:
(1)
T
o
whom
the
limitation
or
elimination
of
the
duty
of
an
officer
to
offer
potential
business
opportunities
to
the
corporation
would
apply
.
(2)
Has
a
material
relationship
with
any
other
person
to
whom
the
limitation
or
elimination
described
in
subparagraph
(1)
would
apply
.
b.
Under
section
490.744
,
the
director
does
not
have
any
of
the
following:
(1)
A
material
interest
in
the
outcome
of
the
proceeding.
(2)
A
material
relationship
with
a
person
who
has
such
an
interest.
c.
Under
section
490.853
or
490.855
,
all
of
the
following
apply:
(1)
The
director
is
not
a
party
to
the
proceeding.
(2)
The
director
is
not
a
director
as
to
whom
a
transaction
is
a
director
’s
conflicting
interest
transaction
or
who
sought
a
disclaimer
of
the
corporation
’s
interest
in
a
business
opportunity
under
section
490.870
,
which
transaction
or
disclaimer
is
challenged
in
the
proceeding.
(3)
The
director
does
not
have
a
material
relationship
with
a
director
described
in
either
subparagraph
(1)
or
(2).
d.
Under
section
490.862
,
the
director
is
not
any
of
the
following:
(1)
A
director
as
to
whom
the
transaction
is
a
director
’s
conflicting
interest
transaction.
(2)
A
director
who
has
a
material
relationship
with
another
director
as
to
whom
the
transaction
is
a
director
’s
conflicting
interest
transaction.
e.
Under
section
490.870
,
the
director
is
not
a
director
who
does
any
of
the
following:
(1)
Pursues
or
takes
advantage
of
the
business
opportunity
,
directly
,
or
indirectly
through
or
on
behalf
of
another
person.
(2)
Has
a
material
relationship
with
a
director
or
officer
who
pursues
or
takes
advantage
of
the
business
opportunity
,
directly
,
or
indirectly
through
or
on
behalf
of
another
person.
2.
As
used
in
this
section
,
all
of
the
following
apply:
a.
“Material
interest”
means
an
actual
or
potential
benefit
or
detriment,
other
than
one
which
would
devolve
on
the
corporation
or
the
shareholders
generally
,
that
would
reasonably
be
expected
to
impair
the
objectivity
of
the
director
’s
judgment
when
participating
in
the
action
to
be
taken.
b.
“Material
relationship”
means
a
familial,
financial,
professional,
employment,
or
other
relationship
that
would
reasonably
be
expected
to
impair
the
objectivity
of
the
director
’s
judgment
when
participating
in
the
action
to
be
taken.
3.
The
presence
of
one
or
more
of
the
following
circumstances
shall
not
automatically
prevent
a
director
from
being
a
qualified
director
:
a.
Nomination
or
election
of
the
director
to
the
current
board
by
any
director
who
is
not
a
qualified
director
with
respect
to
the
matter
,
or
by
any
person
that
has
a
material
relationship
with
that
director
,
acting
alone
or
participating
with
others.
b.
Service
as
a
director
of
another
corporation
of
which
a
director
who
is
not
a
qualified
director
with
respect
to
the
matter
,
or
any
individual
who
has
a
material
relationship
with
that
director
,
is
or
was
also
a
director
.
c.
W
ith
respect
to
action
to
be
taken
under
section
490.744
,
status
as
a
named
defendant,
as
a
director
against
whom
action
is
demanded,
or
as
a
director
who
approved
the
conduct
being
challenged.
2013
Acts,
ch
31,
§4,
82
;
2021
Acts,
ch
165,
§16,
230
;
2022
Acts,
ch
1021,
§142
;
2022
Acts,
ch
1058,
§6
;
2023
Acts,
ch
64,
§79
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

19
BUSINESS
CORPORA
TIONS,
§490.145
490.144
Householding.
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,
report,
or
statement
to
the
common
address.
b.
The
corporation
addresses
the
notice,
report,
or
statement
to
those
shareholders
either
as
a
group
or
to
each
of
those
shareholders
individually
or
to
the
shareholders
in
a
form
to
which
each
of
those
shareholders
has
consented.
c.
Each
of
those
shareholders
consents
to
delivery
of
a
single
copy
of
such
notice,
report,
or
statement
to
the
shareholders’
common
address.
2.
Any
such
consent
described
in
subsection
1
,
paragraph
“b”
or
“c”
,
shall
be
revocable
by
any
of
such
shareholders
who
deliver
written
notice
of
revocation
to
the
corporation.
If
such
written
notice
of
revocation
is
delivered,
the
corporation
shall
begin
providing
individual
notices,
reports,
or
other
statements
to
the
revoking
shareholder
no
later
than
thirty
days
after
delivery
of
the
written
notice
of
revocation.
3.
Any
shareholder
who
fails
to
object
by
written
notice
to
the
corporation,
within
sixty
days
of
written
notice
by
the
corporation
of
its
intention
to
deliver
single
copies
of
notices,
reports,
or
statements
to
shareholders
who
share
a
common
address
as
permitted
by
subsection
1
,
shall
be
deemed
to
have
consented
to
receiving
such
single
copy
at
the
common
address;
provided
that
the
notice
of
intention
explains
that
consent
may
be
revoked
and
the
method
for
revoking.
2013
Acts,
ch
31,
§5,
82
;
2021
Acts,
ch
165,
§17,
230
P
ART
5
RA
TIFICA
TION
OF
DEFECTIVE
CORPORA
TE
ACTIONS
Referred
to
in
§490.123
490.145
P
art
definitions.
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.
“Date
of
the
defective
corporate
action
”
means
the
date
or
,
if
the
defective
corporate
action
occurred
or
may
have
occurred
on
more
than
one
date,
the
range
of
dates,
or
the
approximate
date
or
range
of
dates,
if
the
exact
date
or
range
of
dates
is
unknown
or
not
readily
ascertainable,
the
defective
corporate
action
was
purported
to
have
been
taken.
3.
“Defective
corporate
action
”
means
all
of
the
following:
a.
Any
corporate
action
purportedly
taken
that
is,
and
at
the
time
such
corporate
action
was
purportedly
taken
would
have
been,
within
the
power
of
the
corporation,
but
is
void
or
voidable
due
to
a
failure
of
authorization.
b.
An
overissue.
4.
“F
ailure
of
authorization
”
means
the
failure
to
authorize,
approve,
or
otherwise
effect
a
corporate
action
in
compliance
with
the
provisions
of
this
chapter
,
the
articles
of
incorporation
or
bylaws,
a
corporate
resolution,
or
any
plan
or
agreement
to
which
the
corporation
is
a
party
,
if
and
to
the
extent
such
failure
would
render
such
corporate
action
void
or
voidable.
5.
“Overissue”
means
the
purported
issuance
of
any
of
the
following:
a.
Shares
of
a
class
or
series
in
excess
of
the
number
of
shares
of
a
class
or
series
the
corporation
has
the
power
to
issue
under
section
490.601
at
the
time
of
such
issuance.
b.
Shares
of
any
class
or
series
that
is
not
then
authorized
for
issuance
by
the
articles
of
incorporation.
6.
“Putative
shares”
means
the
shares
of
any
class
or
series,
including
shares
issued
upon
exercise
of
rights,
options,
warrants
or
other
securities
convertible
into
shares
of
the
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.145,
BUSINESS
CORPORA
TIONS
20
corporation,
or
interests
with
respect
to
such
shares,
that
were
created
or
issued
as
a
result
of
a
defective
corporate
action,
and
any
of
the
following
applies:
a.
But
for
any
failure
of
authorization
would
constitute
valid
shares.
b.
Cannot
be
determined
by
the
board
of
directors
to
be
valid
shares.
7.
“
V
alid
shares”
means
the
shares
of
any
class
or
series
that
have
been
duly
authorized
and
validly
issued
in
accordance
with
this
chapter
,
including
as
a
result
of
ratification
or
validation
under
this
part
.
8.
a.
“
V
alidation
effective
time”
with
respect
to
any
defective
corporate
action
ratified
under
this
part
means
the
later
of
the
following:
(1)
The
time
at
which
the
ratification
of
the
defective
corporate
action
is
approved
by
the
shareholders,
or
if
approval
of
shareholders
is
not
required,
the
time
at
which
the
notice
required
by
section
490.149
becomes
effective
in
accordance
with
section
490.141
.
(2)
The
time
at
which
any
articles
of
validation
filed
in
accordance
with
section
490.151
become
effective.
b.
The
validation
effective
time
shall
not
be
affected
by
the
filing
or
pendency
of
a
judicial
proceeding
under
section
490.152
or
otherwise,
unless
otherwise
ordered
by
the
court.
2021
Acts,
ch
165,
§18,
230
490.146
Defective
corporate
actions.
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
of
ratifying
or
validating
any
defective
corporate
action,
and
the
absence
or
failure
of
ratification
in
accordance
with
this
part
shall
not,
of
itself,
affect
the
validity
or
effectiveness
of
any
corporate
action
properly
ratified
under
common
law
or
otherwise,
nor
shall
it
create
a
presumption
that
any
such
corporate
action
is
or
was
a
defective
corporate
action
or
void
or
voidable.
3.
In
the
case
of
an
overissue,
putative
shares
shall
be
valid
shares
effective
as
of
the
date
originally
issued
or
purportedly
issued
upon
any
of
the
following:
a.
The
effectiveness
under
this
part
and
under
subchapter
X
of
an
amendment
to
the
articles
of
incorporation
authorizing,
designating,
or
creating
such
shares.
b.
The
effectiveness
of
any
other
corporate
action
under
this
part
ratifying
the
authorization,
designation,
or
creation
of
such
shares.
2021
Acts,
ch
165,
§19,
230
490.147
Ratification
of
defective
corporate
actions.
1.
T
o
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
following:
a.
The
defective
corporate
action
to
be
ratified
and,
if
the
defective
corporate
action
involved
the
issuance
of
putative
shares,
the
number
and
type
of
putative
shares
purportedly
issued.
b.
The
date
of
the
defective
corporate
action.
c.
The
nature
of
the
failure
of
authorization
with
respect
to
the
defective
corporate
action
to
be
ratified.
d.
That
the
board
of
directors
approves
the
ratification
of
the
defective
corporate
action.
2.
In
the
event
that
a
defective
corporate
action
to
be
ratified
relates
to
the
election
of
the
initial
board
of
directors
of
the
corporation
under
section
490.205,
subsection
1
,
paragraph
“b”
,
a
majority
of
the
persons
who
,
at
the
time
of
the
ratification,
are
exercising
the
powers
of
directors
may
take
an
action
stating
all
of
the
following:
a.
The
name
of
the
person
or
persons
who
first
took
action
in
the
name
of
the
corporation
as
the
initial
board
of
directors
of
the
corporation.
b.
The
earlier
of
the
date
on
which
such
persons
first
took
such
action
or
were
purported
to
have
been
elected
as
the
initial
board
of
directors.
c.
That
the
ratification
of
the
election
of
such
person
or
persons
as
the
initial
board
of
directors
is
approved.
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

21
BUSINESS
CORPORA
TIONS,
§490.148
3.
If
any
provision
of
this
chapter
,
the
articles
of
incorporation
or
bylaws,
any
corporate
resolution,
or
any
plan
or
agreement
to
which
the
corporation
is
a
party
in
effect
at
the
time
action
under
subsection
1
is
taken
requires
shareholder
approval
or
would
have
required
shareholder
approval
at
the
date
of
the
occurrence
of
the
defective
corporate
action,
the
ratification
of
the
defective
corporate
action
approved
in
the
action
taken
by
the
directors
under
subsection
1
shall
be
submitted
to
the
shareholders
for
approval
in
accordance
with
section
490.148
.
4.
Unless
otherwise
provided
in
the
action
taken
by
the
board
of
directors
under
subsection
1
,
after
the
action
by
the
board
of
directors
has
been
taken
and,
if
required,
approved
by
the
shareholders,
the
board
of
directors
may
abandon
the
ratification
at
any
time
before
the
validation
effective
time
without
further
action
of
the
shareholders.
2021
Acts,
ch
165,
§20,
230
Referred
to
in
§490.146
,
490.148
,
490.149
,
490.150
,
490.151
,
490.152
490.148
Action
on
ratification.
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.
2.
If
the
ratification
of
the
defective
corporate
action
requires
approval
by
the
shareholders
under
section
490.147,
subsection
3
,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
holder
of
valid
and
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
the
occurrence
of
defective
corporate
action,
provided
that
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
putative
shares
whose
identities
or
addresses
for
notice
cannot
be
determined
from
the
records
of
the
corporation.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
ratification
of
a
defective
corporate
action
and
must
be
accompanied
by
all
of
the
following:
a.
Either
a
copy
of
the
action
taken
by
the
board
of
directors
in
accordance
with
section
490.147,
subsection
1
,
or
the
information
required
by
section
490.147,
subsection
1
,
paragraphs
“a”
through
“d”
.
b.
A
statement
that
any
claim
that
the
ratification
of
such
defective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corporate
action
should
not
be
effective,
or
should
be
effective
only
on
certain
conditions,
shall
be
brought
within
one
hundred
twenty
days
from
the
applicable
validation
effective
time.
3.
Except
as
provided
in
subsection
4
,
with
respect
to
the
voting
requirements
to
ratify
the
election
of
a
director
,
the
quorum
and
voting
requirements
applicable
to
the
approval
by
the
shareholders
required
by
section
490.147,
subsection
3
,
shall
be
the
quorum
and
voting
requirements
applicable
to
the
corporate
action
proposed
to
be
ratified
at
the
time
of
such
shareholder
approval.
4.
The
approval
by
shareholders
to
ratify
the
election
of
a
director
requires
that
the
votes
cast
within
the
voting
group
favoring
such
ratification
exceed
the
votes
cast
opposing
such
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
present.
5.
Putative
shares
on
the
record
date
for
determining
the
shareholders
entitled
to
vote
on
any
matter
submitted
to
shareholders
under
section
490.147,
subsection
3
,
and
without
giving
effect
to
any
ratification
of
putative
shares
that
becomes
effective
as
a
result
of
such
vote,
shall
neither
be
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
approve
the
ratification
of
any
defective
corporate
action.
6.
If
the
approval
under
this
section
of
putative
shares
would
result
in
an
overissue,
in
addition
to
the
approval
required
by
section
490.147
,
approval
of
an
amendment
to
the
articles
of
incorporation
under
subchapter
X
to
increase
the
number
of
shares
of
an
authorized
class
or
series
or
to
authorize
the
creation
of
a
class
or
series
of
shares
so
there
would
be
no
overissue
shall
also
be
required.
2021
Acts,
ch
165,
§21,
230
Referred
to
in
§490.147
,
490.149
,
490.152
T
ue
Dec
09
22:07:42
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.149,
BUSINESS
CORPORA
TIONS
22
490.149
Notice
requirements.
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
such
action
by
the
board
of
directors.
b.
The
date
of
the
defective
corporate
action
ratified,
provided
that
notice
shall
not
be
required
to
be
given
to
holders
of
valid
and
putative
shares
whose
identities
or
addresses
for
notice
cannot
be
determined
from
the
records
of
the
corporation.
2.
The
notice
must
contain
all
of
the
following:
a.
Either
a
copy
of
the
action
taken
by
the
board
of
directors
in
accordance
with
section
490.147,
subsection
1
or
2
,
or
the
information
required
by
section
490.147,
subsection
1
,
paragraphs
“a”
through
“d”
,
or
section
490.147,
subsection
2
,
paragraphs
“a”
through
“c”
,
as
applicable.
b.
A
statement
that
any
claim
that
the
ratification
of
the
defective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corporate
action
should
not
be
effective,
or
should
be
effective
only
on
certain
conditions,
shall
be
brought
within
one
hundred
twenty
days
from
the
applicable
validation
effective
time.
3.
No
notice
under
this
section
is
required
with
respect
to
any
action
required
to
be
submitted
to
shareholders
for
approval
under
section
490.147,
subsection
3
,
if
notice
is
given
in
accordance
with
section
490.148,
subsection
2
.
4.
A
notice
required
by
this
section
may
be
given
in
any
manner
permitted
by
section
490.141
and,
for
any
corporation
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
the
federal
Securities
Exchange
Act
of
1934,
may
be
given
by
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
States
securities
and
exchange
commission.
2021
Acts,
ch
165,
§22,
230
Referred
to
in
§490.145
490.150
Effect
of
ratification.
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
not
be
void
or
voidable
as
a
result
of
the
failure
of
authorization
identified
in
the
action
taken
under
section
490.147,
subsection
1
or
2
,
and
shall
be
deemed
a
valid
corporate
action
effective
as
of
the
date
of
the
defective
corporate
action.
2.
The
issuance
of
each
putative
share
or
fraction
of
a
putative
share
purportedly
issued
pursuant
to
a
defective
corporate
action
identified
in
the
action
taken
under
section
490.147
shall
not
be
void
or
voidable,
and
each
such
putative
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
was
purportedly
issued.
3.
Any
corporate
action
taken
subsequent
to
the
defective
corporate
action
ratified
in
accordance
with
this
part
in
reliance
on
such
defective
corporate
action
having
been
validly
effected
and
any
subsequent
defective
corporate
action
resulting
directly
or
indirectly
from
such
original
defective
corporate
action
shall
be
valid
as
of
the
time
taken.
2021
Acts,
ch
165,
§23,
230
490.151
F
ilings.
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
of
a
filing
otherwise
required
by
this
chapter
,
the
corporation
shall
file
articles
of
validation
in
accordance
with
this
section
,
and
such
articles
of
validation
shall
serve
to
amend
or
substitute
for
any
other
filing
with
respect
to
such
defective
corporate
action
required
by
this
chapter
.
2.
The
articles
of
validation
must
set
forth
all
of
the
following:
a.
The
defective
corporate
action
that
is
the
subject
of
the
articles
of
validation,
including
in
the
case
of
any
defective
corporate
action
involving
the
issuance
of
putative
shares,
the
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2026,
Chapter
490
(142,
1)

23
BUSINESS
CORPORA
TIONS,
§490.152
number
and
type
of
putative
shares
issued
and
the
date
or
dates
upon
which
such
putative
shares
were
purported
to
have
been
issued.
b.
The
date
of
the
defective
corporate
action.
c.
The
nature
of
the
failure
of
authorization
in
respect
of
the
defective
corporate
action.
d.
A
statement
that
the
defective
corporate
action
was
ratified
in
accordance
with
section
490.147
,
including
the
date
on
which
the
board
of
directors
ratified
such
defective
corporate
action
and
the
date,
if
any
,
on
which
the
shareholders
approved
the
ratification
of
such
defective
corporate
action.
e.
The
information
required
by
subsection
3
.
3.
The
articles
of
validation
must
also
contain
the
following
information:
a.
If
a
filing
was
previously
made
in
respect
of
the
defective
corporate
action
and
no
changes
to
such
filing
are
required
to
give
effect
to
the
ratification
of
such
defective
corporate
action
in
accordance
with
section
490.147
,
the
articles
of
validation
must
set
forth
all
of
the
following:
(1)
The
name,
title,
and
filing
date
of
the
filing
previously
made
and
any
articles
of
correction
to
that
filing.
(2)
A
statement
that
a
copy
of
the
filing
previously
made,
together
with
any
articles
of
correction
to
that
filing,
is
attached
as
an
exhibit
to
the
articles
of
validation.
b.
If
a
filing
was
previously
made
in
respect
of
the
defective
corporate
action
and
such
filing
requires
any
change
to
give
effect
to
the
ratification
of
such
defective
corporate
action
in
accordance
with
section
490.147
,
the
articles
of
validation
must
set
forth
all
of
the
following:
(1)
The
name,
title,
and
filing
date
of
the
filing
previously
made
and
any
articles
of
correction
to
that
filing.
(2)
A
statement
that
a
filing
containing
all
of
the
information
required
to
be
included
under
the
applicable
section
or
sections
of
this
chapter
to
give
effect
to
such
defective
corporate
action
is
attached
as
an
exhibit
to
the
articles
of
validation.
(3)
The
date
and
time
that
such
filing
is
deemed
to
have
become
effective.
c.
If
a
filing
was
not
previously
made
in
respect
of
the
defective
corporate
action
and
the
defective
corporate
action
ratified
under
section
490.147
would
have
required
a
filing
under
any
other
section
of
this
chapter
,
the
articles
of
validation
must
set
forth
all
of
the
following:
(1)
A
statement
that
a
filing
containing
all
of
the
information
required
to
be
included
under
the
applicable
section
or
sections
of
this
chapter
to
give
effect
to
such
defective
corporate
action
is
attached
as
an
exhibit
to
the
articles
of
validation.
(2)
The
date
and
time
that
such
filing
is
deemed
to
have
become
effective.
2021
Acts,
ch
165,
§24,
230
Referred
to
in
§490.145
490.152
Judicial
proceedings
regarding
validity
of
corporate
actions.
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
unrestricted
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
corporate
action
ratified
under
section
490.147
,
or
any
other
person
claiming
to
be
substantially
and
adversely
affected
by
a
ratification
under
section
490.147
,
the
district
court
of
the
county
where
a
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office
is
located
may
do
all
of
the
following:
a.
Determine
the
validity
and
effectiveness
of
any
corporate
action
or
defective
corporate
action.
b.
Determine
the
validity
and
effectiveness
of
any
ratification
under
section
490.147
.
c.
Determine
the
validity
of
any
putative
shares.
d.
Modify
or
waive
any
of
the
procedures
specified
in
section
490.147
or
490.148
to
ratify
a
defective
corporate
action.
2.
In
connection
with
an
action
under
this
section
,
the
court
may
make
such
findings
or
orders,
and
take
into
account
any
factors
or
considerations,
regarding
such
matters
as
it
deems
proper
under
the
circumstances.
3.
Service
of
process
of
the
application
under
subsection
1
on
the
corporation
may
be
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Code
2026,
Chapter
490
(142,
1)

§490.152,
BUSINESS
CORPORA
TIONS
24
made
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court
for
service
on
the
corporation,
and
no
other
party
need
be
joined
in
order
for
the
court
to
adjudicate
the
matter
.
In
an
action
filed
by
the
corporation,
the
court
may
require
notice
of
the
action
to
be
provided
to
other
persons
specified
by
the
court
and
permit
such
other
persons
to
intervene
in
the
action.
4.
Notwithstanding
any
other
provision
of
this
section
or
otherwise
under
applicable
law
,
any
action
asserting
that
the
ratification
of
any
defective
corporate
action
and
any
putative
shares
issued
as
a
result
of
such
defective
corporate
action
should
not
be
effective,
or
should
be
effective
only
on
certain
conditions,
shall
be
brought
within
one
hundred
twenty
days
of
the
validation
effective
time.
2021
Acts,
ch
165,
§25,
230
Referred
to
in
§490.145
,
490.146
,
490.150
490.153
through
490.200
Reserved.
SUBCHAPTER
II
INCORPORA
TION
Referred
to
in
§15E.206
490.201
Incorporators.
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
490.202
Articles
of
incorporation.
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
corporation
’s
initial
registered
office
and
the
name
of
its
initial
registered
agent
at
that
office.
d.
The
name
and
address
of
each
incorporator
.
2.
The
articles
of
incorporation
may
set
forth
any
of
the
following:
a.
The
names
and
addresses
of
the
individuals
who
are
to
serve
as
the
initial
directors.
b.
P
rovisions
not
inconsistent
with
law
regarding
any
of
the
following:
(1)
The
purpose
or
purposes
for
which
the
corporation
is
organized.
(2)
Managing
the
business
and
regulating
the
affairs
of
the
corporation.
(3)
Defining,
limiting,
and
regulating
the
powers
of
the
corporation,
its
board
of
directors,
and
shareholders.
(4)
A
par
value
for
authorized
shares
or
classes
of
shares.
(5)
The
imposition
of
interest
holder
liability
on
shareholders.
c.
Any
provision
that
under
this
chapter
is
required
or
permitted
to
be
set
forth
in
the
bylaws.
d.
A
provision
eliminating
or
limiting
the
liability
of
a
director
to
the
corporation
or
its
shareholders
for
money
damages
for
any
action
taken,
or
any
failure
to
take
any
action,
as
a
director
,
except
liability
for
any
of
the
following:
(1)
The
amount
of
a
financial
benefit
received
by
a
director
to
which
the
director
is
not
entitled.
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
the
shareholders.
(3)
A
violation
of
section
490.832
.
(4)
An
intentional
violation
of
criminal
law
.
e.
A
provision
permitting
or
making
obligatory
indemnification
of
a
director
for
liability
,
as
defined
in
section
490.850
,
to
any
person
for
any
action
taken,
or
any
failure
to
take
any
action,
as
a
director
,
except
liability
for
any
of
the
following:
(1)
Receipt
of
a
financial
benefit
to
which
the
director
is
not
entitled.
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Code
2026,
Chapter
490
(142,
1)

25
BUSINESS
CORPORA
TIONS,
§490.206
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
its
shareholders.
(3)
A
violation
of
section
490.832
.
(4)
An
intentional
violation
of
criminal
law
.
f
.
A
provision
limiting
or
eliminating
any
duty
of
a
director
or
any
other
person
to
offer
the
corporation
the
right
to
have
or
participate
in
any
,
or
one
or
more
classes
or
categories
of,
business
opportunities,
before
the
pursuit
or
taking
of
the
opportunity
by
the
director
or
other
person;
provided
that
any
application
of
such
a
provision
to
an
officer
or
a
related
person
of
that
officer
is
subject
to
all
of
the
following:
(1)
It
also
requires
approval
of
that
application
by
the
board
of
directors,
subsequent
to
the
effective
date
of
the
provision,
by
action
of
qualified
directors
taken
in
compliance
with
the
same
procedures
as
are
set
forth
in
section
490.862
.
(2)
It
may
be
limited
by
the
authorizing
action
of
the
board.
3.
The
articles
of
incorporation
need
not
set
forth
any
of
the
corporate
powers
enumerated
in
this
chapter
.
4.
P
rovisions
of
the
articles
of
incorporation
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
articles
of
incorporation
in
accordance
with
section
490.120,
subsection
11
.
5.
As
used
in
this
section
,
“related
person
”
has
the
meaning
specified
in
section
490.860
.
89
Acts,
ch
288,
§19
;
2002
Acts,
ch
1154,
§10,
125
;
2003
Acts,
ch
44,
§80
;
2007
Acts,
ch
140,
§3
;
2012
Acts,
ch
1023,
§87
;
2021
Acts,
ch
165,
§27,
230
Referred
to
in
§490.140
,
490.143
,
490.622
,
490.801
,
490.831
,
490.851
,
490.870
,
490.922
,
490.933
,
490.1704
,
491.5
,
524.1309
490.203
Incorporation.
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
incorporation
except
in
a
proceeding
by
the
state
to
cancel
or
revoke
the
incorporation
or
involuntarily
dissolve
the
corporation.
89
Acts,
ch
288,
§20
;
2021
Acts,
ch
165,
§28,
230
490.204
Liability
for
preincorporation
transactions.
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
490.205
Organization
of
corporation.
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
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
business
brought
before
the
meeting.
b.
If
initial
directors
are
not
named
in
the
articles
of
incorporation,
the
incorporator
or
incorporators
shall
hold
an
organizational
meeting
at
the
call
of
a
majority
of
the
incorporators
to
do
any
of
the
following:
(1)
Elect
initial
directors
and
complete
the
organization
of
the
corporation.
(2)
Elect
a
board
of
directors
who
shall
complete
the
organization
of
the
corporation.
2.
Action
required
or
permitted
by
this
chapter
to
be
taken
by
incorporators
at
an
organizational
meeting
may
be
taken
without
a
meeting
if
the
action
taken
is
evidenced
by
one
or
more
written
consents
describing
the
action
taken
and
signed
by
each
incorporator
.
3.
An
organizational
meeting
may
be
held
in
or
out
of
this
state.
89
Acts,
ch
288,
§22
;
2021
Acts,
ch
165,
§29,
230
Referred
to
in
§490.147
490.206
Bylaws.
1.
The
incorporators
or
board
of
directors
of
a
corporation
shall
adopt
initial
bylaws
for
the
corporation.
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Code
2026,
Chapter
490
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1)

§490.206,
BUSINESS
CORPORA
TIONS
26
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
provisions:
a.
A
requirement
that
if
the
corporation
solicits
proxies
or
consents
with
respect
to
an
election
of
directors,
the
corporation
include
in
its
proxy
statement
and
any
form
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
or
more
individuals
nominated
by
a
shareholder
in
addition
to
individuals
nominated
by
the
board
of
directors.
b.
A
requirement
that
the
corporation
reimburse
the
expenses
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
connection
with
an
election
of
directors,
to
the
extent
and
subject
to
such
procedures
and
conditions
as
are
provided
in
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
elections
for
which
any
record
date
precedes
its
adoption.
4.
Notwithstanding
section
490.1020,
subsection
2
,
paragraph
“b”
,
the
shareholders
in
amending,
repealing,
or
adopting
a
bylaw
described
in
subsection
3
shall
not
limit
the
authority
of
the
board
of
directors
to
amend
or
repeal
any
condition
or
procedure
set
forth
in
or
to
add
any
procedure
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
practical,
and
orderly
process.
89
Acts,
ch
288,
§23
;
2021
Acts,
ch
165,
§30,
230
Referred
to
in
§490.749
,
490.1020
490.207
Emergency
bylaws.
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
necessary
for
managing
the
corporation
during
the
emergency
,
including
any
of
the
following:
a.
P
rocedures
for
calling
a
meeting
of
the
board
of
directors.
b.
Quorum
requirements
for
the
meeting.
c.
Designation
of
additional
or
substitute
directors.
2.
All
provisions
of
the
regular
bylaws
not
inconsistent
with
the
emergency
bylaws
remain
effective
during
the
emergency
.
The
emergency
bylaws
are
not
effective
after
the
emergency
ends.
3.
Corporate
action
taken
in
good
faith
in
accordance
with
the
emergency
bylaws
has
all
of
the
following
effects:
a.
The
action
binds
the
corporation.
b.
The
action
shall
not
be
used
to
impose
liability
on
a
director
,
officer
,
employee,
or
agent
of
the
corporation.
4.
An
emergency
exists
for
purposes
of
this
section
if
a
quorum
of
the
board
of
directors
cannot
readily
be
assembled
because
of
some
catastrophic
event.
89
Acts,
ch
288,
§24
;
2021
Acts,
ch
165,
§31,
230
490.208
F
or
um
selection
provisions.
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
corporation
has
a
reasonable
relationship.
2.
A
provision
of
the
articles
of
incorporation
or
bylaws
adopted
under
subsection
1
shall
not
have
the
effect
of
conferring
jurisdiction
on
any
court
or
over
any
person
or
claim,
and
shall
not
apply
if
none
of
the
courts
specified
by
such
provision
has
the
requisite
personal
and
subject
matter
jurisdiction.
If
the
court
or
courts
of
this
state
specified
in
a
provision
adopted
under
subsection
1
do
not
have
the
requisite
personal
and
subject
matter
jurisdiction
and
another
court
of
this
state
does
have
such
jurisdiction,
then
the
internal
corporate
claim
may
be
brought
in
such
other
court
of
this
state,
notwithstanding
that
such
other
court
of
this
state
is
not
specified
in
such
provision,
and
in
any
other
court
specified
in
such
provision
that
has
the
requisite
jurisdiction.
3.
No
provision
of
the
articles
of
incorporation
or
bylaws
may
prohibit
bringing
an
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27
BUSINESS
CORPORA
TIONS,
§490.302
internal
corporate
claim
in
the
courts
of
this
state
or
require
such
claims
to
be
determined
by
arbitration.
4.
“Internal
corporate
claim”
means,
for
the
purposes
of
this
section
,
any
of
the
following:
a.
Any
claim
that
is
based
upon
a
violation
of
a
duty
under
the
laws
of
this
state
by
a
current
or
former
director
,
officer
,
or
shareholder
in
such
capacity
.
b.
Any
derivative
action
or
proceeding
brought
on
behalf
of
the
corporation.
c.
Any
action
asserting
a
claim
arising
pursuant
to
any
provision
of
this
chapter
or
the
articles
of
incorporation
or
bylaws.
d.
Any
action
asserting
a
claim
governed
by
the
internal
affairs
doctrine
that
is
not
included
in
paragraphs
“a”
through
“c”
.
2021
Acts,
ch
165,
§32,
230
490.209
F
oreign-trade
zone
corporation.
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
domestic
or
foreign
corporation
must
maintain
its
principal
place
of
business
in
this
state.
The
domestic
or
foreign
corporation
described
in
this
section
has
all
powers
necessary
or
convenient
for
applying
for
a
grant
of
authority
to
establish,
operate,
and
maintain
a
foreign
-trade
zone
under
19
U.S.C.
§81(a)
et
seq.,
and
regulations
promulgated
under
that
law
,
and
for
establishing,
operating,
and
maintaining
a
foreign
-trade
zone
pursuant
to
that
grant
of
authority
.
2021
Acts,
ch
165,
§33,
230
;
2022
Acts,
ch
1021,
§143
490.210
through
490.300
Reserved.
SUBCHAPTER
III
PURPOSES
AND
POWERS
490.301
Purposes.
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
state
may
incorporate
under
this
chapter
only
if
permitted
by
,
and
subject
to
all
limitations
of,
the
other
statute.
89
Acts,
ch
288,
§25
Referred
to
in
§490.401
490.302
General
powers.
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
all
of
the
following:
1.
Sue
and
be
sued,
complain,
and
defend
in
its
corporate
name.
2.
Have
a
corporate
seal,
which
may
be
altered
at
will,
and
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
in
any
other
manner
reproducing
it.
3.
Make
and
amend
bylaws,
not
inconsistent
with
its
articles
of
incorporation
or
with
the
laws
of
this
state,
for
managing
the
business
and
regulating
the
affairs
of
the
corporation.
4.
Purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
hold,
improve,
use,
and
otherwise
deal
with,
real
or
personal
property
,
or
any
legal
or
equitable
interest
in
property
,
wherever
located.
5.
Sell,
convey
,
mortgage,
pledge,
lease,
exchange,
and
otherwise
dispose
of
all
or
any
part
of
its
property
.
6.
Purchase,
receive,
subscribe
for
,
or
otherwise
acquire,
own,
hold,
vote,
use,
sell,
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2026,
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490
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§490.302,
BUSINESS
CORPORA
TIONS
28
mortgage,
lend,
pledge,
or
otherwise
dispose
of,
and
deal
in
and
with
shares
or
other
interests
in,
or
obligations
of,
any
other
entity
.
7.
Make
contracts
and
guarantees,
incur
liabilities,
borrow
money
,
issue
its
notes,
bonds,
and
other
securities
and
obligations,
which
may
be
convertible
into
or
include
the
option
to
purchase
other
securities
of
the
corporation,
and
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
its
property
,
franchises,
or
income.
8.
Lend
money
,
invest
and
reinvest
its
funds,
and
receive
and
hold
real
and
personal
property
as
security
for
repayment.
9.
Be
a
promoter
,
partner
,
member
,
associate,
or
manager
of
any
partnership,
joint
venture,
trust,
or
other
entity
.
10.
Conduct
its
business,
locate
offices,
and
exercise
the
powers
granted
by
this
chapter
within
or
without
this
state.
11.
Elect
directors
and
appoint
officers,
employees,
and
agents
of
the
corporation,
define
their
duties,
fix
their
compensation,
and
lend
them
money
and
credit.
12.
P
ay
pensions
and
establish
pension
plans,
pension
trusts,
profit
sharing
plans,
share
bonus
plans,
share
option
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
current
or
former
directors,
officers,
employees,
and
agents.
13.
Make
donations
for
the
public
welfare
or
for
charitable,
scientific,
or
educational
purposes.
14.
T
ransact
any
lawful
business
that
will
aid
governmental
policy
.
15.
Make
payments
or
donations,
or
do
any
other
act,
not
inconsistent
with
law
,
that
furthers
the
business
and
affairs
of
the
corporation.
89
Acts,
ch
288,
§26
;
2021
Acts,
ch
165,
§34,
230
490.303
Emergency
powers.
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
office,
designate
alternative
principal
offices
or
regional
offices,
or
authorize
the
officers
to
do
so
.
2.
During
an
emergency
as
defined
in
subsection
4
,
unless
emergency
bylaws
provide
otherwise:
a.
Notice
of
a
meeting
of
the
board
of
directors
need
be
given
only
to
those
directors
whom
it
is
practicable
to
reach
and
may
be
given
in
any
practicable
manner
.
b.
One
or
more
officers
of
the
corporation
present
at
a
meeting
of
the
board
of
directors
may
be
deemed
to
be
directors
for
the
meeting,
in
order
of
rank
and
within
the
same
rank
in
order
of
seniority
,
as
necessary
to
achieve
a
quorum.
3.
Corporate
action
taken
in
good
faith
during
an
emergency
under
this
section
to
further
the
ordinary
business
affairs
of
the
corporation
shall
both:
a.
Bind
the
corporation.
b.
Not
be
used
to
impose
liability
on
a
corporate
director
,
officer
,
employee,
or
agent.
4.
An
emergency
exists
for
purposes
of
this
section
if
a
quorum
of
the
board
of
directors
cannot
readily
be
assembled
because
of
some
catastrophic
event.
89
Acts,
ch
288,
§27
;
2021
Acts,
ch
165,
§35,
230
490.304
Ultra
vires.
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
corporation
to
enjoin
the
act.
b.
By
the
corporation,
directly
,
derivatively
,
or
through
a
receiver
,
trustee,
or
other
legal
representative,
against
an
incumbent
or
former
director
,
officer
,
employee,
or
agent
of
the
corporation.
c.
By
the
attorney
general
under
section
490.1430
.
3.
In
a
shareholder
’s
proceeding
under
subsection
2
,
paragraph
“a”
,
to
enjoin
an
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Chapter
490
(142,
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29
BUSINESS
CORPORA
TIONS,
§490.401
unauthorized
corporate
act,
the
court
may
enjoin
or
set
aside
the
act,
if
equitable
and
if
all
affected
persons
are
parties
to
the
proceeding,
and
may
award
damages
for
loss,
other
than
anticipated
profits,
suffered
by
the
corporation
or
another
party
because
of
enjoining
the
unauthorized
act.
89
Acts,
ch
288,
§28
490.305
through
490.400
Reserved.
SUBCHAPTER
IV
NAME
490.401
Corporate
name.
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
language
stating
or
implying
that
the
corporation
is
organized
for
a
purpose
other
than
that
permitted
by
section
490.301
and
its
articles
of
incorporation.
2.
Except
as
authorized
by
subsections
3
and
4
,
a
corporate
name
must
be
distinguishable
upon
the
records
of
the
secretary
of
state
from
all
of
the
following:
a.
The
corporate
name
of
a
corporation
incorporated
in
this
state
which
is
not
administratively
dissolved,
or
if
such
corporation
has
been
administratively
dissolved,
within
five
years
after
the
effective
date
of
dissolution.
b.
A
corporate
name
reserved
or
registered
under
section
490.402
or
490.403
or
any
similar
provision
of
the
law
of
this
state.
c.
The
name
of
a
registered
foreign
corporation
or
an
alternate
name
adopted
by
a
registered
foreign
corporation
because
its
corporate
name
is
unavailable.
d.
The
corporate
name
of
a
nonprofit
corporation
incorporated
in
this
state
which
is
not
administratively
dissolved.
e.
The
name
of
a
foreign
nonprofit
corporation
authorized
to
do
business
in
this
state
or
an
alternate
name
adopted
by
a
foreign
nonprofit
corporation
authorized
to
conduct
activities
in
this
state
because
its
real
name
is
unavailable.
f
.
The
name
of
a
domestic
filing
entity
which
is
not
administratively
dissolved.
g.
The
name
of
a
foreign
unincorporated
entity
registered
to
do
business
in
this
state
or
an
alternate
name
adopted
by
such
an
entity
registered
to
conduct
activities
in
this
state
because
its
real
name
is
unavailable.
h.
A
name
reserved,
registered,
or
protected
as
follows:
(1)
F
or
a
limited
liability
partnership,
section
486A
.1001
or
486A
.1002
.
(2)
F
or
a
limited
partnership,
section
488.108
,
488.109
,
or
488.810
.
(3)
F
or
a
business
corporation,
this
section
,
or
section
490.402
,
490.403
,
or
490.1422
.
(4)
F
or
a
limited
liability
company
under
chapter
489
,
section
489.112
,
489.113
,
489.114
,
or
489.710
.
(5)
F
or
a
nonprofit
corporation,
section
504.401
,
504.402
,
504.403
,
or
504.1423
.
3.
A
corporation
may
apply
to
the
secretary
of
state
for
authorization
to
use
a
name
that
is
not
distinguishable
upon
the
secretary
of
state’s
records
from
one
or
more
of
the
names
described
in
subsection
2
.
The
secretary
of
state
shall
authorize
use
of
the
name
applied
for
if
any
of
the
following
conditions
apply:
a.
The
other
corporation
or
unincorporated
entity
consents
to
the
use
in
writing
and
submits
an
undertaking
in
form
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
name
that
is
distinguishable
upon
the
records
of
the
secretary
of
state
from
the
name
of
the
applying
corporation.
b.
The
applicant
delivers
to
the
secretary
of
state
a
certified
copy
of
the
final
judgment
of
a
court
of
competent
jurisdiction
establishing
the
applicant’s
right
to
use
the
name
applied
for
in
this
state.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.401,
BUSINESS
CORPORA
TIONS
30
4.
A
corporation
may
use
the
name,
including
the
fictitious
name,
of
another
domestic
or
foreign
corporation
that
is
used
in
this
state
if
the
other
corporation
is
incorporated
or
registered
to
do
business
in
this
state
and
the
proposed
user
corporation
submits
documentation
to
the
satisfaction
of
the
secretary
of
state
establishing
any
of
the
following
conditions:
a.
Has
merged
with
the
other
corporation.
b.
Has
been
formed
by
reorganization
of
the
other
corporation.
c.
Has
acquired
all
or
substantially
all
of
the
assets,
including
the
corporate
name,
of
the
other
corporation.
5.
This
chapter
does
not
control
the
use
of
fictitious
names;
however
,
if
a
corporation
or
a
foreign
corporation
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
secretary
of
state
for
filing
a
copy
of
the
resolution
of
its
board
of
directors,
certified
by
its
secretary
,
adopting
the
fictitious
name.
89
Acts,
ch
288,
§29
;
90
Acts,
ch
1205,
§20
–
22
;
96
Acts,
ch
1170,
§4
;
2004
Acts,
ch
1049,
§183,
191,
192
;
2006
Acts,
ch
1089,
§6
;
2008
Acts,
ch
1162,
§138,
154,
155
;
2021
Acts,
ch
165,
§36,
230
;
2022
Acts,
ch
1021,
§144
;
2022
Acts,
ch
1058,
§9,
10
;
2023
Acts,
ch
152,
§150,
161
Referred
to
in
§488.108
,
490.202
,
490.403
,
490.1422
,
490.1503
,
490.1506
,
490.1510
,
490.1621
,
490.1702
,
504.401
,
504.403
490.402
Reser
ved
name.
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
address
of
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
secretary
of
state
finds
that
the
corporate
name
applied
for
is
available,
the
secretary
of
state
shall
reserve
the
name
for
the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
twenty
-day
period.
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
reservation
to
another
person
by
delivering
to
the
secretary
of
state
a
signed
notice
of
the
transfer
that
states
the
name
and
address
of
the
transferee.
89
Acts,
ch
288,
§30
;
2021
Acts,
ch
165,
§37,
230
Referred
to
in
§488.108
,
490.401
,
504.401
,
504.403
,
504.1506
,
524.310
490.403
Registered
name.
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”
,
if
the
name
is
distinguishable
upon
the
records
of
the
secretary
of
state
from
the
corporate
names
that
are
not
available
under
section
490.401,
subsection
2
.
2.
A
foreign
corporation
registers
its
corporate
name,
or
its
corporate
name
with
any
addition
permitted
by
subsection
1
,
by
delivering
to
the
secretary
of
state
for
filing
an
application
that
complies
with
all
of
the
following:
a.
Sets
forth
that
name,
the
state
or
country
and
date
of
its
incorporation,
and
a
brief
description
of
the
nature
of
the
business
which
is
to
be
conducted
in
this
state.
b.
Is
accompanied
by
a
certificate
of
existence,
or
a
document
of
similar
import,
from
the
state
or
country
of
incorporation.
3.
The
name
is
registered
for
the
applicant’s
exclusive
use
upon
the
effective
date
of
the
application
and
for
the
remainder
of
the
calendar
year
,
unless
renewed.
4.
A
foreign
corporation
whose
name
registration
is
effective
may
renew
it
for
successive
years
by
delivering
to
the
secretary
of
state
for
filing
a
renewal
application,
which
complies
with
the
requirements
of
subsection
2
,
between
October
1
and
December
31
of
the
preceding
year
.
The
renewal
application
when
filed
renews
the
registration
for
the
following
calendar
year
.
5.
a.
A
foreign
corporation
whose
name
registration
is
effective
may
thereafter
do
any
of
the
following:
(1)
Register
to
do
business
as
a
foreign
corporation
under
the
registered
name,
if
it
complies
with
section
490.401,
subsection
1
,
paragraph
“b”
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

31
BUSINESS
CORPORA
TIONS,
§490.502
(2)
Consent
in
writing
to
the
use
of
that
name
by
a
domestic
corporation
thereafter
incorporated
under
this
chapter
or
by
another
foreign
corporation.
b.
The
registration
terminates
when
the
domestic
corporation
is
incorporated
or
the
foreign
corporation
registers
to
do
business
under
that
name.
89
Acts,
ch
288,
§31
;
2021
Acts,
ch
165,
§38,
230
Referred
to
in
§488.108
,
490.401
,
504.401
,
504.403
,
504.1506
,
524.310
490.404
through
490.500
Reserved.
SUBCHAPTER
V
OFFICE
AND
AGENT
490.501
Registered
office
and
agent
of
domestic
and
registered
foreign
corporations.
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
business
office
is
identical
with
the
registered
office.
(2)
A
domestic
or
foreign
corporation
or
eligible
entity
whose
business
office
is
identical
with
the
registered
office
and,
in
the
case
of
a
foreign
corporation
or
foreign
eligible
entity
,
is
registered
to
do
business
in
this
state.
2.
As
used
in
this
subchapter
,
“corporation
”
means
both
a
domestic
corporation
and
a
registered
foreign
corporation.
89
Acts,
ch
288,
§32
;
2015
Acts,
ch
45,
§1
;
2021
Acts,
ch
165,
§39,
230
Referred
to
in
§491.111
,
624.23
490.502
Change
of
registered
office
or
registered
agent.
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
office.
c.
If
the
current
registered
office
is
to
be
changed,
the
street
and
mailing
addresses
of
the
new
registered
office.
d.
The
name
of
its
current
registered
agent.
e.
If
the
current
registered
agent
is
to
be
changed,
the
name
of
the
new
registered
agent
and
the
new
agent’s
written
consent,
either
on
the
statement
or
attached
to
it,
to
the
appointment.
f
.
That
after
the
change
or
changes
are
made,
the
street
and
mailing
addresses
of
its
registered
office
and
of
the
business
office
of
its
registered
agent
will
be
identical.
2.
If
the
street
or
mailing
address
of
a
registered
agent’s
business
office
changes,
the
agent
shall
change
the
street
or
mailing
address
of
the
registered
office
of
any
corporation
for
which
the
agent
is
the
registered
agent
by
delivering
a
signed
written
notice
of
the
change
to
the
corporation
and
delivering
to
the
secretary
of
state
for
filing
a
signed
statement
that
complies
with
the
requirements
of
subsection
1
and
states
that
the
corporation
has
been
notified
of
the
change.
3.
If
a
registered
agent
changes
the
registered
agent’s
business
address
to
another
place,
the
registered
agent
may
change
the
business
address
and
the
address
of
the
registered
agent
by
filing
a
statement
as
required
in
subsection
2
for
each
corporation,
or
a
single
statement
for
all
corporations
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
registered
agent
and
need
not
be
responsive
to
subsection
1
,
paragraph
“e”
,
and
must
recite
that
a
copy
of
the
statement
has
been
mailed
to
each
corporation
named
in
the
notice.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.502,
BUSINESS
CORPORA
TIONS
32
4.
A
corporation
may
also
change
its
registered
office
or
registered
agent
in
its
biennial
report
as
provided
in
section
490.1621
.
89
Acts,
ch
288,
§33
;
96
Acts,
ch
1170,
§5
;
97
Acts,
ch
171,
§11
;
2006
Acts,
ch
1089,
§7
;
2013
Acts,
ch
31,
§6,
82
;
2021
Acts,
ch
165,
§40,
230
Referred
to
in
§490.1621
490.503
Resignation
of
registered
agent.
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
from
serving
as
registered
agent
for
the
corporation.
d.
The
address
of
the
corporation
to
which
the
agent
will
deliver
the
notice
required
by
subsection
3
.
2.
A
statement
of
resignation
takes
effect
on
the
earlier
of
the
following:
a.
12:01
a.m.
on
the
thirty
-first
day
after
the
day
on
which
it
is
filed
by
the
secretary
of
state.
b.
The
designation
of
a
new
registered
agent
for
the
corporation.
3.
A
registered
agent
promptly
shall
deliver
to
the
corporation
notice
of
the
date
on
which
a
statement
of
resignation
was
delivered
to
the
secretary
of
state
for
filing.
4.
When
a
statement
of
resignation
takes
effect,
the
person
that
resigned
ceases
to
have
responsibility
under
this
chapter
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
corporation.
The
resignation
does
not
affect
any
contractual
rights
the
corporation
has
against
the
agent
or
that
the
agent
has
against
the
corporation.
5.
A
registered
agent
may
resign
with
respect
to
a
corporation
regardless
of
whether
the
corporation
is
in
good
standing.
89
Acts,
ch
288,
§34
;
96
Acts,
ch
1170,
§6
;
2020
Acts,
ch
1058,
§4
;
2021
Acts,
ch
165,
§41,
230
Referred
to
in
§490.125
490.504
Ser
vice
on
corporation.
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
corporation
may
be
served
by
registered
or
certified
mail,
return
receipt
requested,
addressed
to
the
secretary
at
the
corporation
’s
principal
office.
Service
is
perfected
under
this
subsection
at
the
earliest
of
the
following:
a.
The
date
the
corporation
receives
the
mail.
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
of
the
corporation.
c.
Five
days
after
its
deposit
in
the
United
States
mail,
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
correctly
addressed.
3.
a.
The
secretary
of
state
shall
be
an
agent
of
the
corporation
upon
whom
process,
notice,
or
demand
may
be
served,
if
any
of
the
following
applies:
(1)
The
process,
notice,
or
demand
cannot
be
served
on
a
corporation
pursuant
to
subsection
1
or
2
.
(2)
The
process,
notice,
or
demand
is
to
be
served
on
a
registered
foreign
corporation
that
has
withdrawn
its
registration
pursuant
to
section
490.1507
or
490.1509
,
or
the
registration
of
which
has
been
terminated
pursuant
to
section
490.1511
.
b.
Service
of
any
process,
notice,
or
demand
on
the
secretary
of
state
as
agent
for
a
corporation
may
be
made
by
delivering
to
the
secretary
of
state
duplicate
copies
of
the
process,
notice,
or
demand.
If
process,
notice,
or
demand
is
served
on
the
secretary
of
state,
the
secretary
of
state
shall
forward
one
of
the
copies
by
registered
or
certified
mail,
return
receipt
requested,
to
the
corporation
at
the
last
address
shown
in
the
records
of
the
secretary
of
state.
Service
is
effected
under
this
subsection
at
the
earliest
of
the
following:
(1)
The
date
the
corporation
receives
the
process,
notice,
or
demand.
(2)
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
of
the
corporation.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

33
BUSINESS
CORPORA
TIONS,
§490.601
(3)
Five
days
after
the
process,
notice,
or
demand
is
deposited
with
the
United
States
mail
by
the
secretary
of
state.
4.
This
section
does
not
prescribe
the
only
means,
or
necessarily
the
required
means,
of
serving
a
corporation.
89
Acts,
ch
288,
§35
;
96
Acts,
ch
1170,
§7
;
2021
Acts,
ch
165,
§42,
230
Referred
to
in
§490.1421
,
490.1422
,
490.1423
,
490.1507
,
490.1509
,
490.1511
,
624.23
490.505
through
490.600
Reserved.
SUBCHAPTER
VI
SHARES
AND
DISTRIBUTIONS
P
ART
1
SHARES
490.601
Authorized
shares.
1.
The
articles
of
incorporation
must
set
forth
any
classes
of
shares
and
series
of
shares
within
a
class,
and
the
number
of
shares
of
each
class
and
series,
that
the
corporation
is
authorized
to
issue.
If
more
than
one
class
or
series
of
shares
is
authorized,
the
articles
of
incorporation
must
prescribe
a
distinguishing
designation
for
each
class
or
series
and,
before
the
issuance
of
shares
of
a
class
or
series,
describe
the
terms,
including
the
preferences,
rights,
and
limitations
of
that
class
or
series.
Except
to
the
extent
varied
as
permitted
by
this
section
,
all
shares
of
a
class
or
series
must
have
terms,
including
preferences,
rights,
and
limitations
that
are
identical
with
those
of
other
shares
of
the
same
class
or
series.
2.
The
articles
of
incorporation
must
authorize
all
of
the
following:
a.
One
or
more
classes
or
series
of
shares
that
together
have
full
voting
rights.
b.
One
or
more
classes
or
series
of
shares,
which
may
be
the
same
class,
classes,
or
series
as
those
with
voting
rights,
that
together
are
entitled
to
receive
the
net
assets
of
the
corporation
upon
dissolution.
3.
The
articles
of
incorporation
may
authorize
one
or
more
classes
or
series
of
shares
that
have
any
of
the
following
characteristics:
a.
Have
special,
conditional,
or
limited
voting
rights,
or
no
right
to
vote,
except
to
the
extent
otherwise
provided
by
this
chapter
.
b.
Are
redeemable
or
convertible
as
specified
in
the
articles
of
incorporation
in
any
of
the
following
ways:
(1)
At
the
option
of
the
corporation,
the
shareholder
,
or
another
person
or
upon
the
occurrence
of
a
specified
event.
(2)
F
or
cash,
indebtedness,
securities,
or
other
property
.
(3)
At
prices
and
in
amounts
specified
or
determined
in
accordance
with
a
formula.
c.
Entitle
the
holders
to
distributions
calculated
in
any
manner
,
including
dividends
that
may
be
cumulative,
noncumulative,
or
partially
cumulative.
d.
Have
preference
over
any
other
class
or
series
of
shares
with
respect
to
distributions,
including
distributions
upon
the
dissolution
of
the
corporation.
4.
The
terms
of
shares
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
articles
of
incorporation
in
accordance
with
section
490.120,
subsection
11
.
5.
Any
of
the
terms
of
shares
may
vary
among
holders
of
the
same
class
or
series
so
long
as
such
variations
are
expressly
set
forth
in
the
articles
of
incorporation.
6.
The
description
of
the
preferences,
rights,
and
limitations
of
classes
or
series
of
shares
in
subsection
3
is
not
exhaustive.
89
Acts,
ch
288,
§36
;
2007
Acts,
ch
140,
§4
;
2021
Acts,
ch
165,
§43,
230
Referred
to
in
§490.145
,
490.602
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.602,
BUSINESS
CORPORA
TIONS
34
490.602
T
erms
of
class
or
series
determined
by
board
of
directors.
1.
If
the
articles
of
incorporation
so
provide,
the
board
of
directors
is
authorized,
without
shareholder
approval,
to
do
any
of
the
following:
a.
Classify
any
unissued
shares
into
one
or
more
classes
or
into
one
or
more
series
within
a
class.
b.
Reclassify
any
unissued
shares
of
any
class
into
one
or
more
classes
or
into
one
or
more
series
within
one
or
more
classes.
c.
Reclassify
any
unissued
shares
of
any
series
of
any
class
into
one
or
more
classes
or
into
one
or
more
series
within
a
class.
2.
If
the
board
of
directors
acts
pursuant
to
subsection
1
,
it
shall
determine
the
terms,
including
the
preferences,
rights,
and
limitations,
to
the
same
extent
permitted
under
section
490.601
,
of
any
of
the
following:
a.
Any
class
of
shares
before
the
issuance
of
any
shares
of
that
class.
b.
Any
series
within
a
class
before
the
issuance
of
any
shares
of
that
series.
3.
Before
issuing
any
shares
of
a
class
or
series
created
under
this
section
,
the
corporation
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
amendment
setting
forth
the
terms
determined
under
subsection
1
.
89
Acts,
ch
288,
§37
;
2007
Acts,
ch
140,
§5
;
2021
Acts,
ch
165,
§44,
230
Referred
to
in
§490.804
,
490.1005
490.603
Issued
and
outstanding
shares.
1.
A
corporation
may
issue
the
number
of
shares
of
each
class
or
series
authorized
by
the
articles
of
incorporation.
Shares
that
are
issued
are
outstanding
shares
until
they
are
reacquired,
redeemed,
converted,
or
canceled.
2.
The
reacquisition,
redemption,
or
conversion
of
outstanding
shares
is
subject
to
the
limitations
of
subsection
3
and
to
section
490.640
.
3.
At
all
times
that
shares
of
the
corporation
are
outstanding,
one
or
more
shares
that
together
have
full
voting
rights
and
one
or
more
shares
that
together
are
entitled
to
receive
the
net
assets
of
the
corporation
upon
dissolution
must
be
outstanding.
89
Acts,
ch
288,
§38
;
2021
Acts,
ch
165,
§45,
230
490.604
F
ractional
shares.
1.
A
corporation
may
issue
fractions
of
a
share
or
in
lieu
of
doing
so
may
do
any
of
the
following:
a.
P
ay
in
cash
the
value
of
fractions
of
a
share.
b.
Issue
scrip
in
registered
or
bearer
form
entitling
the
holder
to
receive
a
full
share
upon
surrendering
enough
scrip
to
equal
a
full
share.
c.
Arrange
for
disposition
of
fractional
shares
by
the
holders
of
such
shares.
2.
Each
certificate
representing
scrip
must
be
conspicuously
labeled
“scrip”
and
must
contain
the
information
required
by
section
490.625,
subsection
2
.
3.
The
holder
of
a
fractional
share
is
entitled
to
exercise
the
rights
of
a
shareholder
,
including
the
rights
to
vote,
to
receive
dividends,
and
to
receive
distributions
upon
dissolution.
The
holder
of
scrip
is
not
entitled
to
any
of
these
rights
unless
the
scrip
provides
for
them.
4.
The
board
of
directors
may
authorize
the
issuance
of
scrip
subject
to
any
condition,
including
any
of
the
following:
a.
That
the
scrip
will
become
void
if
not
exchanged
for
full
shares
before
a
specified
date.
b.
That
the
shares
for
which
the
scrip
is
exchangeable
may
be
sold
and
the
proceeds
paid
to
the
scripholders.
89
Acts,
ch
288,
§39
;
2021
Acts,
ch
165,
§46,
230
490.605
through
490.619
Reserved.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

35
BUSINESS
CORPORA
TIONS,
§490.621
P
ART
2
ISSU
ANCE
OF
SHARES
490.620
Subscription
for
shares
before
incorporation.
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
subscriptions
for
shares
that
were
entered
into
before
incorporation,
unless
the
subscription
agreement
specifies
them.
A
call
for
payment
by
the
board
of
directors
must
be
uniform
so
far
as
practicable
as
to
all
shares
of
the
same
class
or
series,
unless
the
subscription
agreement
specifies
otherwise.
3.
Shares
issued
pursuant
to
subscriptions
entered
into
before
incorporation
are
fully
paid
and
nonassessable
when
the
corporation
receives
the
consideration
specified
in
the
subscription
agreement.
4.
If
a
subscriber
defaults
in
payment
of
cash
or
property
under
a
subscription
agreement
entered
into
before
incorporation,
the
corporation
may
collect
the
amount
owed
as
any
other
debt.
Alternatively
,
unless
the
subscription
agreement
provides
otherwise,
the
corporation
may
rescind
the
agreement
and
may
sell
the
shares
if
the
debt
remains
unpaid
for
more
than
twenty
days
after
the
corporation
delivers
a
written
demand
for
payment
to
the
subscriber
.
5.
A
subscription
agreement
entered
into
after
incorporation
is
a
contract
between
the
subscriber
and
the
corporation
subject
to
section
490.621
.
89
Acts,
ch
288,
§40
;
2013
Acts,
ch
31,
§7,
82
;
2021
Acts,
ch
165,
§47,
230
490.621
Issuance
of
shares.
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
corporation,
including
cash,
promissory
notes,
services
performed,
contracts
for
services
to
be
performed,
or
other
securities
of
the
corporation.
3.
Before
the
corporation
issues
shares,
the
board
of
directors
shall
determine
that
the
consideration
received
or
to
be
received
for
shares
to
be
issued
is
adequate.
That
determination
by
the
board
of
directors
is
conclusive
insofar
as
the
adequacy
of
consideration
for
the
issuance
of
shares
relates
to
whether
the
shares
are
validly
issued,
fully
paid,
and
nonassessable.
4.
When
the
corporation
receives
the
consideration
for
which
the
board
of
directors
authorized
the
issuance
of
shares,
the
shares
issued
therefor
are
fully
paid
and
nonassessable.
5.
The
corporation
may
place
in
escrow
shares
issued
for
a
contract
for
future
services
or
benefits
or
a
promissory
note,
or
make
other
arrangements
to
restrict
the
transfer
of
the
shares,
and
may
credit
distributions
in
respect
of
the
shares
against
their
purchase
price,
until
the
services
are
performed,
the
benefits
are
received,
or
the
note
is
paid.
If
the
services
are
not
performed,
the
benefits
are
not
received,
or
the
note
is
not
paid,
the
shares
escrowed
or
restricted
and
the
distributions
credited
may
be
canceled
in
whole
or
part.
6.
a.
An
issuance
of
shares
or
other
securities
convertible
into
or
rights
exercisable
for
shares
in
a
transaction
or
a
series
of
integrated
transactions
requires
approval
of
the
shareholders,
at
a
meeting
at
which
a
quorum
consisting
of
a
majority
,
or
such
greater
number
as
the
articles
of
incorporation
may
prescribe,
of
the
votes
entitled
to
be
cast
on
the
matter
exists,
if
all
of
the
following
conditions
are
satisfied:
(1)
The
shares,
other
securities,
or
rights
are
to
be
issued
for
consideration
other
than
cash
or
cash
equivalents.
(2)
The
voting
power
of
shares
that
are
issued
and
issuable
as
a
result
of
the
transaction
or
series
of
integrated
transactions
will
comprise
more
than
twenty
percent
of
the
voting
power
of
the
shares
of
the
corporation
that
were
outstanding
immediately
before
the
transaction.
b.
F
or
purposes
of
this
subsection
,
the
following
shall
apply:
(1)
F
or
purposes
of
determining
the
voting
power
of
shares
issued
and
issuable
as
a
result
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.621,
BUSINESS
CORPORA
TIONS
36
of
a
transaction
or
series
of
integrated
transactions,
the
voting
power
of
shares
or
other
securities
convertible
into
or
rights
exercisable
for
shares
shall
be
the
greater
of
the
following:
(a)
The
voting
power
of
the
shares
to
be
issued.
(b)
The
voting
power
of
the
shares
that
would
be
outstanding
after
giving
effect
to
the
conversion
of
convertible
shares
and
other
securities
and
the
exercise
of
rights
to
be
issued.
(2)
A
series
of
transactions
is
integrated
only
if
consummation
of
one
transaction
is
made
contingent
on
consummation
of
one
or
more
of
the
other
transactions.
89
Acts,
ch
288,
§41
;
2002
Acts,
ch
1154,
§11,
125
;
2021
Acts,
ch
165,
§48,
230
Referred
to
in
§490.620
,
490.1104
490.622
Liability
of
shareholders.
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
shareholder
of
a
corporation
is
not
personally
liable
for
any
liabilities
of
the
corporation,
including
liabilities
arising
from
acts
of
the
corporation,
subject
to
the
following
exceptions:
a.
T
o
the
extent
provided
in
a
provision
of
the
articles
of
incorporation
permitted
by
section
490.202,
subsection
2
,
paragraph
“b”
,
subparagraph
(5).
b.
A
shareholder
may
become
personally
liable
by
reason
of
the
shareholder
’s
own
acts
or
conduct.
89
Acts,
ch
288,
§42
;
2021
Acts,
ch
165,
§49,
230
490.623
Share
dividends.
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.
2.
Shares
of
one
class
or
series
shall
not
be
issued
as
a
share
dividend
in
respect
of
shares
of
another
class
or
series
unless
one
or
more
of
the
following
conditions
are
met:
a.
The
articles
of
incorporation
so
authorize.
b.
A
majority
of
the
votes
entitled
to
be
cast
by
the
class
or
series
to
be
issued
approve
the
issue.
c.
There
are
no
outstanding
shares
of
the
class
or
series
to
be
issued.
3.
The
board
of
directors
may
fix
the
record
date
for
determining
shareholders
entitled
to
a
share
dividend,
which
date
shall
not
be
retroactive.
If
the
board
of
directors
does
not
fix
the
record
date
for
determining
shareholders
entitled
to
a
share
dividend,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
share
dividend.
89
Acts,
ch
288,
§43
;
2021
Acts,
ch
165,
§50,
230
490.624
Share
rights,
options,
warrants,
and
awards.
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
consideration
for
which
the
shares
or
other
securities
are
to
be
issued.
The
authorization
by
the
board
of
directors
for
the
corporation
to
issue
such
rights,
options,
or
warrants
constitutes
authorization
of
the
issuance
of
the
shares
or
other
securities
for
which
the
rights,
options,
or
warrants
are
exercisable.
2.
The
terms
and
conditions
of
such
rights,
options,
or
warrants
may
include
restrictions
or
conditions
that
do
any
of
the
following:
a.
P
reclude
or
limit
the
exercise,
transfer
,
or
receipt
of
such
rights,
options,
or
warrants
by
any
person
or
persons
owning
or
offering
to
acquire
a
specified
number
or
percentage
of
the
outstanding
shares
or
other
securities
of
the
corporation
or
by
any
transferee
or
transferees
of
any
such
person
or
persons.
b.
Invalidate
or
void
such
rights,
options,
or
warrants
held
by
any
such
person
or
persons
or
any
such
transferee
or
transferees.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

37
BUSINESS
CORPORA
TIONS,
§490.627
3.
The
board
of
directors
may
authorize
one
or
more
officers
to
do
any
of
the
following:
a.
Designate
the
recipients
of
rights,
options,
warrants,
or
other
equity
compensation
awards
that
involve
the
issuance
of
shares.
b.
Determine,
within
an
amount
and
subject
to
any
other
limitations
established
by
the
board
of
directors
and,
if
applicable,
the
shareholders,
the
number
of
such
rights,
options,
warrants,
or
other
equity
compensation
awards
and
the
terms
of
such
rights,
options,
warrants,
or
awards
to
be
received
by
the
recipients,
provided
that
an
officer
shall
not
use
such
authority
to
designate
the
officer
or
any
other
persons
as
the
board
of
directors
may
specify
as
a
recipient
of
such
rights,
options,
warrants,
or
other
equity
compensation
awards.
89
Acts,
ch
288,
§44
;
2007
Acts,
ch
140,
§6
;
2008
Acts,
ch
1031,
§55,
116
;
2013
Acts,
ch
31,
§8,
82
;
2021
Acts,
ch
165,
§51,
230
490.624A
P
oison
pill
defense
authorized.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.625
F
orm
and
content
of
certificates.
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
share
certificate
must
state
on
its
face
all
of
the
following:
a.
The
name
of
the
corporation
and
that
it
is
organized
under
the
law
of
this
state.
b.
The
name
of
the
person
to
whom
issued.
c.
The
number
and
class
of
shares
and
the
designation
of
the
series,
if
any
,
the
certificate
represents.
3.
a.
If
the
corporation
is
authorized
to
issue
different
classes
of
shares
or
series
of
shares
within
a
class,
the
front
or
back
of
each
certificate
must
summarize
all
of
the
following:
(1)
The
preferences,
rights,
and
limitations
applicable
to
each
class
and
series.
(2)
Any
variations
in
preferences,
rights,
and
limitations
among
the
holders
of
the
same
class
or
series.
(3)
The
authority
of
the
board
of
directors
to
determine
the
terms
of
future
classes
or
series.
b.
Alternatively
,
each
certificate
may
state
conspicuously
on
its
front
or
back
that
the
corporation
will
furnish
the
shareholder
this
information
on
request
in
writing
and
without
charge.
4.
Each
share
certificate
must
be
signed
by
two
officers
designated
in
the
bylaws.
5.
If
the
person
who
signed
a
share
certificate
no
longer
holds
office
when
the
certificate
is
issued,
the
certificate
is
nevertheless
valid.
89
Acts,
ch
288,
§46
;
2021
Acts,
ch
165,
§52,
230
Referred
to
in
§490.604
,
490.626
490.626
Shares
without
certificates.
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
represented
by
certificates
until
they
are
surrendered
to
the
corporation.
2.
W
ithin
a
reasonable
time
after
the
issuance
or
transfer
of
shares
without
certificates,
the
corporation
shall
deliver
to
the
shareholder
a
written
statement
of
the
information
required
on
certificates
by
section
490.625,
subsections
2
and
3
,
and,
if
applicable,
section
490.627
.
89
Acts,
ch
288,
§47
;
2021
Acts,
ch
165,
§53,
230
Referred
to
in
§490.627
,
490.732
,
490.1702
490.627
Restriction
on
transfer
of
shares.
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
before
the
restriction
was
adopted
unless
the
holders
of
the
shares
are
parties
to
the
restriction
agreement
or
voted
in
favor
of
the
restriction.
2.
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
is
valid
and
enforceable
T
ue
Dec
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.627,
BUSINESS
CORPORA
TIONS
38
against
the
holder
or
a
transferee
of
the
holder
if
the
restriction
is
authorized
by
this
section
and
its
existence
is
noted
conspicuously
on
the
front
or
back
of
the
certificate
or
is
contained
in
the
information
statement
required
by
section
490.626,
subsection
2
.
Unless
so
noted,
or
contained,
a
restriction
is
not
enforceable
against
a
person
without
knowledge
of
the
restriction.
3.
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
is
authorized
for
any
of
the
following
purposes:
a.
T
o
maintain
the
corporation
’s
status
when
it
is
dependent
on
the
number
or
identity
of
its
shareholders.
b.
T
o
preserve
exemptions
under
federal
or
state
securities
law
.
c.
F
or
any
other
reasonable
purpose.
4.
A
restriction
on
the
transfer
or
registration
of
transfer
of
shares
may
do
any
of
the
following:
a.
Obligate
the
shareholder
first
to
offer
the
corporation
or
other
persons,
separately
,
consecutively
,
or
simultaneously
,
an
opportunity
to
acquire
the
restricted
shares.
b.
Obligate
the
corporation
or
other
persons,
separately
,
consecutively
,
or
simultaneously
,
to
acquire
the
restricted
shares.
c.
Require
the
corporation,
the
holders
of
any
class
or
series
of
its
shares,
or
other
persons
to
approve
the
transfer
of
the
restricted
shares,
if
the
requirement
is
not
manifestly
unreasonable.
d.
P
rohibit
the
transfer
of
the
restricted
shares
to
designated
persons
or
classes
of
persons,
if
the
prohibition
is
not
manifestly
unreasonable.
5.
As
used
in
this
section
,
“shares”
includes
a
security
convertible
into
or
carrying
a
right
to
subscribe
for
or
acquire
shares.
89
Acts,
ch
288,
§48
;
2021
Acts,
ch
165,
§54,
230
Referred
to
in
§490.626
490.628
Reversion
of
disbursements
to
cooperative
associations.
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
a
cooperative
association
organized
under
this
chapter
is
deemed
abandoned
under
section
556.5
,
any
disbursement
held
by
the
cooperative
association
for
or
owing
to
the
person
shall
be
subject
to
the
same
requirements
as
provided
in
section
499.30A
that
apply
to
a
cooperative
association
organized
under
chapter
499
,
including
all
of
the
following:
a.
The
retention
of
the
disbursement
in
a
reversion
fund
established
by
the
cooperative
association
or
the
delivery
of
the
disbursement
to
the
treasurer
of
state.
b.
The
payment
of
the
disbursement
to
a
person
filing
a
claim
with
the
cooperative
association
who
asserts
an
interest
in
the
disbursement.
c.
The
forfeiture
of
the
disbursement
to
the
cooperative
association,
and
the
use
of
the
forfeited
disbursement
by
the
cooperative
association
in
order
to
teach
and
promote
cooperation
or
provide
for
economic
development,
including
creating
economic
opportunities
for
its
shareholders.
2001
Acts,
ch
142,
§2
CS2001,
§490.629
2021
Acts,
ch
165,
§216,
230
C2022,
§490.628
Referred
to
in
§556.5
F
ormer
§490.628
repealed
by
2021
Acts,
ch
165,
§217,
230
490.629
Reversion
of
disbursements
to
cooperative
associations.
T
ransferred
to
§490.628
;
2021
Acts,
ch
165,
§216,
230
.
T
ue
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

39
BUSINESS
CORPORA
TIONS,
§490.632
P
ART
3
SUBSEQUENT
ACQUISITION
OF
SHARES
B
Y
SHAREHOLDERS
AND
CORPORA
TION
490.630
Shareholders’
preemptive
rights.
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
rights”,
or
words
of
similar
effect,
means
that
the
following
principles
apply
except
to
the
extent
the
articles
of
incorporation
expressly
provide
otherwise:
a.
The
shareholders
of
the
corporation
have
a
preemptive
right,
granted
on
uniform
terms
and
conditions
prescribed
by
the
board
of
directors
to
provide
a
fair
and
reasonable
opportunity
to
exercise
the
right,
to
acquire
proportional
amounts
of
the
corporation
’s
unissued
shares
upon
the
decision
of
the
board
of
directors
to
issue
them.
b.
A
preemptive
right
may
be
waived
by
a
shareholder
.
A
waiver
evidenced
by
a
writing
is
irrevocable
even
though
it
is
not
supported
by
consideration.
c.
There
is
no
preemptive
right
with
respect
to
any
of
the
following:
(1)
Shares
issued
as
compensation
to
directors,
officers,
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
its
affiliates.
(2)
Shares
issued
to
satisfy
conversion
or
option
rights
created
to
provide
compensation
to
directors,
officers,
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
its
affiliates.
(3)
Shares
authorized
in
the
articles
of
incorporation
that
are
issued
within
six
months
from
the
effective
date
of
incorporation.
(4)
Shares
sold
otherwise
than
for
cash.
d.
Holders
of
shares
of
any
class
or
series
without
voting
power
but
with
preferential
rights
to
distributions
have
no
preemptive
rights
with
respect
to
shares
of
any
class
or
series.
e.
Holders
of
shares
of
any
class
or
series
with
voting
power
but
without
preferential
rights
to
distributions
have
no
preemptive
rights
with
respect
to
shares
of
any
class
or
series
with
preferential
rights
to
distributions
unless
the
shares
with
preferential
rights
are
convertible
into
or
carry
a
right
to
subscribe
for
or
acquire
the
shares
without
preferential
rights.
f
.
Shares
subject
to
preemptive
rights
that
are
not
acquired
by
shareholders
may
be
issued
to
any
person
for
a
period
of
one
year
after
being
offered
to
shareholders
at
a
consideration
set
by
the
board
of
directors
that
is
not
lower
than
the
consideration
set
for
the
exercise
of
preemptive
rights.
An
offer
at
a
lower
consideration
or
after
the
expiration
of
one
year
is
subject
to
the
shareholders’
preemptive
rights.
3.
As
used
in
this
section
,
“shares”
includes
a
security
convertible
into
or
carrying
a
right
to
subscribe
for
or
acquire
shares.
89
Acts,
ch
288,
§50
;
2006
Acts,
ch
1089,
§8
;
2021
Acts,
ch
165,
§55,
230
490.631
Corporation
’s
acquisition
of
its
own
shares.
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
authorized
shares
is
reduced
by
the
number
of
shares
acquired.
89
Acts,
ch
288,
§51
;
90
Acts,
ch
1205,
§23
;
2002
Acts,
ch
1154,
§12,
125
Referred
to
in
§490.1005
490.632
Reacquired
shares
as
issued
but
not
outstanding
shares.
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,
but
before
January
1,
1991,
those
shares
constitute
issued
but
not
outstanding
shares
as
of
and
after
their
reacquisition
if
either
of
the
following
is
applicable:
a.
When
the
shares
are
reacquired,
the
articles
of
incorporation
contain
a
provision
specifying
that
reacquired
shares
constitute
issued
but
not
outstanding
shares.
T
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Iowa
Code
2026,
Chapter
490
(142,
1)

§490.632,
BUSINESS
CORPORA
TIONS
40
b.
P
rior
to
January
1,
1991,
the
board
of
directors
adopts
a
resolution
specifying
that
shares
reacquired
after
December
30,
1989,
and
prior
to
January
1,
1991,
constitute
issued
but
not
outstanding
shares.
3.
If
a
corporation
reacquires
its
own
shares
after
December
31,
1990,
those
shares
constitute
issued
but
not
outstanding
shares
if,
at
the
time
they
are
reacquired
by
the
corporation,
either
of
the
following
is
applicable:
a.
The
articles
of
incorporation
contain
a
provision
specifying
that
reacquired
shares
constitute
issued
but
not
outstanding
shares.
b.
The
board
of
directors
has
adopted
a
resolution
specifying
that
reacquired
shares
constitute
issued
but
not
outstanding
shares.
4.
Unless
otherwise
provided
in
its
articles
of
incorporation,
a
corporation
may
at
any
time,
by
resolution
adopted
by
its
board
of
directors,
cancel
or
otherwise
restore
to
the
status
of
authorized
but
unissued
shares
any
of
its
shares
which
it
has
previously
reacquired
and
treated
as
issued
but
not
outstanding
shares.
90
Acts,
ch
1205,
§24
;
91
Acts,
ch
97,
§54
Referred
to
in
§490.631
490.633
through
490.639
Reserved.
P
ART
4
DISTRIBUTIONS
490.640
Distribution
to
shareholders.
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
entitled
to
a
distribution,
which
date
shall
not
be
retroactive.
If
the
board
of
directors
does
not
fix
a
record
date
for
determining
shareholders
entitled
to
a
distribution,
other
than
one
involving
a
purchase,
redemption,
or
other
acquisition
of
the
corporation
’s
shares,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
distribution.
3.
A
distribution
shall
not
be
made
if,
after
giving
it
effect,
any
of
the
following
would
result:
a.
The
corporation
would
not
be
able
to
pay
its
debts
as
they
become
due
in
the
usual
course
of
business.
b.
The
corporation
’s
total
assets
would
be
less
than
the
sum
of
its
total
liabilities
plus,
unless
the
articles
of
incorporation
permit
otherwise,
the
amount
that
would
be
needed,
if
the
corporation
were
to
be
dissolved
at
the
time
of
the
distribution,
to
satisfy
the
preferential
rights
upon
dissolution
of
shareholders
whose
preferential
rights
are
superior
to
those
receiving
the
distribution.
4.
The
board
of
directors
may
base
a
determination
that
a
distribution
is
not
prohibited
under
subsection
3
either
on
financial
statements
prepared
on
the
basis
of
accounting
practices
and
principles
that
are
reasonable
in
the
circumstances
or
on
a
fair
valuation
or
other
method
that
is
reasonable
in
the
circumstances.
5.
Except
as
provided
in
subsection
7
,
the
effect
of
a
distribution
under
subsection
3
is
measured
as
follows:
a.
In
the
case
of
distribution
by
purchase,
redemption,
or
other
acquisition
of
the
corporation
’s
shares,
as
of
the
earlier
of
the
following:
(1)
The
date
cash
or
other
property
is
transferred
or
debt
to
a
shareholder
is
incurred
by
the
corporation.
(2)
The
date
the
shareholder
ceases
to
be
a
shareholder
with
respect
to
the
acquired
shares.
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
of
the
date
the
indebtedness
is
distributed.
T
ue
Dec
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

41
BUSINESS
CORPORA
TIONS,
§490.702
c.
In
all
other
cases,
as
of
the
following:
(1)
The
date
the
distribution
is
authorized
if
the
payment
occurs
within
one
hundred
twenty
days
after
the
date
of
authorization.
(2)
The
date
the
payment
is
made
if
it
occurs
more
than
one
hundred
twenty
days
after
the
date
of
authorization.
6.
A
corporation
’s
indebtedness
to
a
shareholder
incurred
by
reason
of
a
distribution
made
in
accordance
with
this
section
is
at
parity
with
the
corporation
’s
indebtedness
to
its
general,
unsecured
creditors
except
to
the
extent
subordinated
by
agreement.
7.
Indebtedness
of
a
corporation,
including
indebtedness
issued
as
a
distribution,
is
not
considered
a
liability
for
purposes
of
determinations
under
subsection
3
if
its
terms
provide
that
payment
of
principal
and
interest
are
made
only
if
and
to
the
extent
that
payment
of
a
distribution
to
shareholders
could
then
be
made
under
this
section
.
If
such
indebtedness
is
issued
as
a
distribution,
each
payment
of
principal
or
interest
is
treated
as
a
distribution,
the
effect
of
which
is
measured
on
the
date
the
payment
is
actually
made.
8.
This
section
shall
not
apply
to
distributions
in
liquidation
under
subchapter
XIV
.
89
Acts,
ch
288,
§52
;
2002
Acts,
ch
1154,
§13,
125
;
2008
Acts,
ch
1015,
§1
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§56,
230
Referred
to
in
§490.603
,
490.732
,
490.832
,
490.1434
490.641
through
490.700
Reserved.
SUBCHAPTER
VII
SHAREHOLDERS
P
ART
1
MEETINGS
490.701
Annual
meeting.
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.
Unless
the
board
of
directors
determines
to
hold
the
meeting
solely
by
means
of
remote
communication
in
accordance
with
section
490.709,
subsection
3
,
annual
meetings
may
be
held
as
follows:
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
in
accordance
with
the
bylaws.
b.
If
no
place
is
stated
in
or
fixed
in
accordance
with
the
bylaws,
at
the
corporation
’s
principal
office.
3.
The
failure
to
hold
an
annual
meeting
at
the
time
stated
in
or
fixed
in
accordance
with
a
corporation
’s
bylaws
does
not
affect
the
validity
of
any
corporate
action.
89
Acts,
ch
288,
§53
;
2013
Acts,
ch
31,
§9,
82
;
2021
Acts,
ch
165,
§57,
230
490.702
Special
meeting.
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
shareholders
holding
at
least
ten
percent
of
all
the
votes
entitled
to
be
cast
on
an
issue
proposed
to
be
considered
at
the
proposed
special
meeting
sign,
date,
and
deliver
to
the
corporation
one
or
more
written
demands
for
the
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
be
held,
provided
that
the
articles
of
incorporation
may
fix
a
lower
percentage
or
a
higher
percentage
not
exceeding
twenty
-five
percent
of
all
the
votes
entitled
to
be
cast
on
any
issue
proposed
to
be
considered.
Unless
otherwise
provided
in
the
articles
of
incorporation,
a
written
demand
for
a
special
meeting
may
be
revoked
by
a
writing
to
that
T
ue
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.702,
BUSINESS
CORPORA
TIONS
42
effect
received
by
the
corporation
before
the
receipt
by
the
corporation
of
demands
sufficient
in
number
to
require
the
holding
of
a
special
meeting.
2.
If
not
otherwise
fixed
under
section
490.703
or
490.707
,
the
record
date
for
determining
shareholders
entitled
to
demand
a
special
meeting
shall
be
the
first
date
on
which
a
signed
shareholder
demand
is
delivered
to
the
corporation.
No
written
demand
for
a
special
meeting
shall
be
effective
unless,
within
sixty
days
of
the
earliest
date
on
which
such
a
demand
delivered
to
the
corporation
as
required
by
this
section
was
signed,
written
demands
signed
by
shareholders
holding
at
least
the
percentage
of
votes
specified
in
or
fixed
in
accordance
with
subsection
1
,
paragraph
“b”
,
have
been
delivered
to
the
corporation.
3.
Unless
the
board
of
directors
determines
to
hold
the
meeting
solely
by
remote
participation
in
accordance
with
section
490.709,
subsection
3
,
special
meetings
of
shareholders
may
be
held
as
follows:
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
in
accordance
with
the
bylaws.
b.
If
no
place
is
so
stated
in
or
fixed
in
accordance
with
the
bylaws,
at
the
corporation
’s
principal
office.
4.
Only
business
within
the
purpose
or
purposes
described
in
the
meeting
notice
required
by
section
490.705,
subsection
3
,
may
be
conducted
at
a
special
meeting
of
shareholders.
5.
Notwithstanding
subsections
1
through
4
,
a
corporation
that
has
a
class
of
equity
securities
registered
pursuant
to
section
12
of
the
federal
Securities
Exchange
Act
of
1934
is
required
to
hold
a
special
meeting
only
upon
the
occurrence
of
any
of
the
following:
a.
On
call
of
its
board
of
directors
or
the
person
or
persons
authorized
to
call
a
special
meeting
by
the
articles
of
incorporation
or
bylaws.
b.
If
the
holders
of
at
least
fifty
percent
of
all
the
votes
entitled
to
be
cast
on
any
issue
proposed
to
be
considered
at
the
proposed
special
meeting
sign,
date,
and
deliver
to
the
corporation
’s
secretary
one
or
more
written
demands
for
the
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
be
held.
89
Acts,
ch
288,
§54
;
97
Acts,
ch
117,
§1,
2
;
2002
Acts,
ch
1154,
§14,
125
;
2011
Acts,
ch
2,
§2,
10
;
2021
Acts,
ch
165,
§58,
59,
230
Referred
to
in
§490.703
490.703
Court-
ordered
meeting.
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
meeting
was
not
held
or
action
by
written
consent
in
lieu
of
an
annual
meeting
did
not
become
effective
within
the
earlier
of
six
months
after
the
end
of
the
corporation
’s
fiscal
year
or
fifteen
months
after
its
last
annual
meeting.
b.
On
application
of
one
or
more
shareholders
who
signed
a
demand
for
a
special
meeting
valid
under
section
490.702
if
any
of
the
following
applies:
(1)
Notice
of
the
special
meeting
was
not
given
within
thirty
days
after
the
first
day
on
which
the
requisite
number
of
such
demands
have
been
delivered
to
the
corporation.
(2)
The
special
meeting
was
not
held
in
accordance
with
the
notice.
2.
The
court
may
fix
the
time
and
place
of
the
meeting,
determine
the
shares
entitled
to
participate
in
the
meeting,
specify
a
record
date
or
dates
for
determining
shareholders
entitled
to
notice
of
and
to
vote
at
the
meeting,
prescribe
the
form
and
content
of
the
meeting
notice,
fix
the
quorum
required
for
specific
matters
to
be
considered
at
the
meeting,
or
direct
that
the
shares
represented
at
the
meeting
constitute
a
quorum
for
action
on
those
matters,
and
enter
other
orders
necessary
to
accomplish
the
purpose
or
purposes
of
the
meeting.
3.
F
or
purposes
of
subsection
1
,
paragraph
“a”
,
“
shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
an
unrestricted
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§55
;
2013
Acts,
ch
31,
§10,
82
;
2021
Acts,
ch
165,
§60,
230
Referred
to
in
§490.702
,
490.705
,
490.749
490.704
Action
without
meeting.
1.
Unless
otherwise
provided
in
the
articles
of
incorporation,
any
action
required
or
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Code
2026,
Chapter
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(142,
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43
BUSINESS
CORPORA
TIONS,
§490.704
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
consents
bearing
the
date
of
signature
and
describing
the
action
taken
are
signed
by
the
holders
of
outstanding
shares
having
not
less
than
ninety
percent
of
the
votes
entitled
to
be
cast
at
a
meeting
at
which
all
shares
entitled
to
vote
on
the
action
were
present
and
voted,
and
are
delivered
to
the
corporation
for
inclusion
in
the
minutes
or
filing
with
the
corporate
records.
2.
Except
in
the
case
of
a
corporation
that
has
a
class
of
equity
securities
registered
pursuant
to
section
12
of
the
federal
Securities
Exchange
Act
of
1934,
the
articles
of
incorporation
may
provide
that
any
action
required
or
permitted
by
this
chapter
to
be
taken
at
a
shareholders’
meeting
may
be
taken
without
a
meeting,
and
without
prior
notice,
if
consents
in
writing
setting
forth
the
action
so
taken
are
signed
by
the
holders
of
outstanding
shares
having
not
less
than
the
minimum
number
of
votes
that
would
be
required
to
authorize
or
take
the
action
at
a
meeting
at
which
all
shares
entitled
to
vote
on
the
action
were
present
and
voted.
However
,
if
a
corporation
’s
articles
of
incorporation
authorize
shareholders
to
cumulate
their
votes
when
electing
directors
pursuant
to
section
490.728
,
directors
shall
not
be
elected
by
less
than
unanimous
written
consent.
A
written
consent
must
bear
the
date
of
signature
of
the
shareholder
who
signs
the
consent
and
be
delivered
to
the
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
3.
If
not
otherwise
fixed
under
section
490.707
and
if
prior
action
by
the
board
of
directors
is
not
required
respecting
the
action
to
be
taken
without
a
meeting,
the
record
date
for
determining
the
shareholders
entitled
to
take
action
without
a
meeting
shall
be
the
first
date
on
which
a
signed
written
consent
is
delivered
to
the
corporation.
If
not
otherwise
fixed
under
section
490.707
,
and
if
prior
action
by
the
board
of
directors
is
required
respecting
the
action
to
be
taken
without
a
meeting,
the
record
date
shall
be
the
close
of
business
on
the
day
the
resolution
of
the
board
of
directors
taking
such
prior
action
is
adopted.
No
written
consent
shall
be
effective
to
take
the
corporate
action
referred
to
therein
unless,
within
sixty
days
of
the
earliest
date
on
which
a
consent
delivered
to
the
corporation
as
required
by
this
section
was
signed,
written
consents
signed
by
sufficient
shareholders
to
take
the
action
have
been
delivered
to
the
corporation.
A
written
consent
may
be
revoked
by
a
writing
to
that
effect
delivered
to
the
corporation
before
unrevoked
written
consents
sufficient
in
number
to
take
the
corporate
action
have
been
delivered
to
the
corporation.
4.
A
consent
signed
pursuant
to
the
provisions
of
this
section
has
the
effect
of
a
vote
taken
at
a
meeting
and
may
be
described
as
such
in
any
document.
Unless
the
articles
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
directors
provides
for
a
reasonable
delay
to
permit
tabulation
of
written
consents,
the
action
taken
by
written
consent
shall
be
effective
when
written
consents
signed
by
sufficient
shareholders
to
take
the
action
have
been
delivered
to
the
corporation.
5.
a.
If
this
chapter
requires
that
notice
of
a
proposed
action
be
given
to
nonvoting
shareholders
and
the
action
is
to
be
taken
by
written
consent
of
the
voting
shareholders,
the
corporation
shall
give
its
nonvoting
shareholders
written
notice
of
the
action
not
more
than
ten
days
after
any
of
the
following:
(1)
W
ritten
consents
sufficient
to
take
the
action
have
been
delivered
to
the
corporation.
(2)
Such
later
date
that
tabulation
of
consents
is
completed
pursuant
to
an
authorization
under
subsection
4
.
b.
The
notice
must
reasonably
describe
the
action
taken
and
contain
or
be
accompanied
by
the
same
material
that,
under
any
provision
of
this
chapter
,
would
have
been
required
to
be
sent
to
nonvoting
shareholders
in
a
notice
of
a
meeting
at
which
the
proposed
action
would
have
been
submitted
to
the
shareholders
for
action.
6.
a.
If
action
is
taken
by
less
than
unanimous
written
consent
of
the
voting
shareholders,
the
corporation
shall
give
its
nonconsenting
voting
shareholders
written
notice
of
the
action
not
more
than
ten
days
after
any
of
the
following:
(1)
W
ritten
consents
sufficient
to
take
the
action
have
been
delivered
to
the
corporation.
(2)
Such
later
date
that
tabulation
of
consents
is
completed
pursuant
to
an
authorization
under
subsection
4
.
b.
The
notice
must
reasonably
describe
the
action
taken
and
contain
or
be
accompanied
T
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Dec
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.704,
BUSINESS
CORPORA
TIONS
44
by
the
same
material
that,
under
any
provision
of
this
chapter
,
would
have
been
required
to
be
sent
to
voting
shareholders
in
a
notice
of
a
meeting
at
which
the
action
would
have
been
submitted
to
the
shareholders
for
action.
7.
The
notice
requirements
in
subsections
5
and
6
shall
not
delay
the
effectiveness
of
actions
taken
by
written
consent,
and
a
failure
to
comply
with
such
notice
requirements
shall
not
invalidate
actions
taken
by
written
consent,
provided
that
this
subsection
shall
not
be
deemed
to
limit
judicial
power
to
fashion
any
appropriate
remedy
in
favor
of
a
shareholder
adversely
affected
by
a
failure
to
give
such
notice
within
the
required
time
period.
89
Acts,
ch
288,
§56
;
2002
Acts,
ch
1154,
§15,
125
;
2013
Acts,
ch
31,
§11,
82
;
2021
Acts,
ch
165,
§61,
230
Referred
to
in
§490.701
,
490.803
,
490.1320
,
490.1340
490.705
Notice
of
meeting.
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
pursuant
to
section
490.709
for
holders
of
any
class
or
series
of
shares,
the
notice
to
the
holders
of
such
class
or
series
of
shares
must
describe
the
means
of
remote
communication
to
be
used.
The
notice
must
include
the
record
date
for
determining
the
shareholders
entitled
to
vote
at
the
meeting,
if
such
date
is
different
from
the
record
date
for
determining
shareholders
entitled
to
notice
of
the
meeting.
Unless
this
chapter
or
the
articles
of
incorporation
require
otherwise,
the
corporation
is
required
to
give
notice
only
to
shareholders
entitled
to
vote
at
the
meeting
as
of
the
record
date
for
determining
the
shareholders
entitled
to
notice
of
the
meeting.
2.
Unless
this
chapter
or
the
articles
of
incorporation
require
otherwise,
the
notice
of
an
annual
meeting
of
shareholders
need
not
include
a
description
of
the
purpose
or
purposes
for
which
the
meeting
is
called.
3.
Notice
of
a
special
meeting
of
shareholders
must
include
a
description
of
the
purpose
or
purposes
for
which
the
meeting
is
called.
4.
If
not
otherwise
fixed
under
section
490.703
or
490.707
,
the
record
date
for
determining
shareholders
entitled
to
notice
of
and
to
vote
at
an
annual
or
special
shareholders’
meeting
is
the
day
before
the
first
notice
is
delivered
to
shareholders.
5.
Unless
the
bylaws
require
otherwise,
if
an
annual
or
special
shareholders’
meeting
is
adjourned
to
a
different
date,
time,
or
place,
if
any
,
notice
need
not
be
given
of
the
new
date,
time,
or
place,
if
any
,
if
the
new
date,
time,
or
place,
if
any
,
is
announced
at
the
meeting
before
adjournment.
However
,
if
a
new
record
date
for
the
adjourned
meeting
is
or
must
be
fixed
under
section
490.707
,
notice
of
the
adjourned
meeting
shall
be
given
under
this
section
to
shareholders
entitled
to
vote
at
such
adjourned
meeting
as
of
the
record
date
fixed
for
notice
of
such
adjourned
meeting.
89
Acts,
ch
288,
§57
;
2013
Acts,
ch
31,
§12,
82
;
2021
Acts,
ch
165,
§62,
230
Referred
to
in
§490.702
490.706
W
aiver
of
notice.
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
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
2.
A
shareholder
’s
attendance
at
a
meeting
does
all
of
the
following:
a.
W
aives
objection
to
lack
of
notice
or
defective
notice
of
the
meeting,
unless
the
shareholder
at
the
beginning
of
the
meeting
objects
to
holding
the
meeting
or
transacting
business
at
the
meeting.
b.
W
aives
objection
to
consideration
of
a
particular
matter
at
the
meeting
that
is
not
within
the
purpose
or
purposes
described
in
the
meeting
notice,
unless
the
shareholder
objects
to
considering
the
matter
when
it
is
presented.
89
Acts,
ch
288,
§58
;
2021
Acts,
ch
165,
§63,
230
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

45
BUSINESS
CORPORA
TIONS,
§490.709
490.707
Record
date
for
meeting.
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
provide
for
fixing
a
record
date,
the
board
of
directors
may
fix
the
record
date.
2.
A
record
date
fixed
under
this
section
shall
not
be
more
than
seventy
days
before
the
meeting
or
action
requiring
a
determination
of
shareholders
and
shall
not
be
retroactive.
3.
A
determination
of
shareholders
entitled
to
notice
of
or
to
vote
at
a
shareholders’
meeting
is
effective
for
any
adjournment
of
the
meeting
unless
the
board
of
directors
fixes
a
new
record
date
or
dates,
which
it
shall
do
if
the
meeting
is
adjourned
to
a
date
more
than
one
hundred
twenty
days
after
the
date
fixed
for
the
original
meeting.
4.
If
a
court
orders
a
meeting
adjourned
to
a
date
more
than
one
hundred
twenty
days
after
the
date
fixed
for
the
original
meeting,
it
may
provide
that
the
original
record
date
or
dates
continue
in
effect
or
it
may
fix
a
new
record
date
or
dates.
5.
The
record
date
or
dates
for
a
shareholders’
meeting
fixed
by
or
in
the
manner
provided
in
the
bylaws
or
by
the
board
of
directors
shall
be
the
record
date
for
determining
shareholders
entitled
both
to
notice
of
and
to
vote
at
the
shareholders’
meeting
unless,
in
the
case
of
a
record
date
fixed
by
the
board
of
directors
and
to
the
extent
not
prohibited
by
the
bylaws,
the
board,
at
the
time
it
fixes
the
record
date
for
shareholders
entitled
to
notice
of
the
meeting,
fixes
a
later
record
date
on
or
before
the
date
of
the
meeting
to
determine
the
shareholders
entitled
to
vote
at
the
meeting.
89
Acts,
ch
288,
§59
;
2013
Acts,
ch
31,
§13,
82
;
2021
Acts,
ch
165,
§64,
230
Referred
to
in
§490.702
,
490.704
,
490.705
,
490.720
490.708
Conduct
of
meeting.
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
order
of
business
and
shall
have
the
authority
to
establish
rules
for
the
conduct
of
the
meeting.
3.
Any
rules
adopted
for
,
and
the
conduct
of,
the
meeting
shall
be
fair
to
shareholders.
4.
The
chair
of
the
meeting
shall
announce
at
the
meeting
when
the
polls
close
for
each
matter
voted
upon.
If
no
announcement
is
made,
the
polls
shall
be
deemed
to
have
closed
upon
the
final
adjournment
of
the
meeting.
After
the
polls
close,
no
ballots,
proxies,
or
votes
nor
any
revocations
or
changes
to
such
ballots,
proxies,
or
votes
may
be
accepted.
2002
Acts,
ch
1154,
§16,
125
;
2021
Acts,
ch
165,
§65,
230
490.709
Remote
participation
in
shareholders’
meetings.
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.
P
articipation
as
a
shareholder
by
means
of
remote
communication
shall
be
subject
to
such
guidelines
and
procedures
as
the
board
of
directors
adopts,
and
shall
be
in
conformity
with
subsection
2
.
2.
Shareholders
participating
in
a
shareholders’
meeting
by
means
of
remote
communication
shall
be
deemed
present
and
may
vote
at
such
a
meeting
if
the
corporation
has
implemented
reasonable
measures
to
do
all
of
the
following:
a.
V
erify
that
each
person
participating
remotely
as
a
shareholder
is
a
shareholder
.
b.
P
rovide
such
shareholders
a
reasonable
opportunity
to
participate
in
the
meeting
and
to
vote
on
matters
submitted
to
the
shareholders,
including
an
opportunity
to
communicate,
and
to
read
or
hear
the
proceedings
of
the
meeting,
substantially
concurrently
with
such
proceedings.
3.
Unless
the
bylaws
require
the
meeting
of
shareholders
to
be
held
at
a
place,
the
board
of
directors
may
determine
that
any
meeting
of
shareholders
shall
not
be
held
at
any
place
and
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.709,
BUSINESS
CORPORA
TIONS
46
shall
instead
be
held
solely
by
means
of
remote
communication,
but
only
if
the
corporation
implements
the
measures
specified
in
subsection
2
.
2013
Acts,
ch
31,
§14,
82
;
2021
Acts,
ch
165,
§66,
230
Referred
to
in
§490.701
,
490.702
,
490.705
490.710
through
490.719
Reserved.
P
ART
2
V
OTING
490.720
List
of
shareholders
for
meeting.
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
,
to
determine
the
shareholders
entitled
to
vote
at
the
meeting,
a
corporation
also
shall
prepare
an
alphabetical
list
of
the
names
of
all
the
shareholders
who
are
entitled
to
vote
at
the
meeting.
The
list
must
be
arranged
by
voting
group,
and
within
each
voting
group
by
class
or
series
of
shares,
and
contain
the
address
of,
and
number
and
class
or
series
of
shares
held
by
,
each
shareholder
and,
if
the
notice
or
other
communications
regarding
the
meeting
has
been
or
will
be
sent
by
the
corporation
to
a
shareholder
by
electronic
mail
or
other
electronic
transmission,
the
electronic
mail
or
other
electronic
transmission
address
of
that
shareholder
.
2.
a.
The
list
of
shareholders
entitled
to
notice
shall
be
available
for
inspection
by
any
shareholder
,
beginning
two
business
days
after
notice
of
the
meeting
is
given
for
which
the
list
was
prepared
and
continuing
through
the
meeting.
The
list
of
shareholders
for
notice
shall
be
made
available
via
any
of
the
following:
(1)
At
the
corporation
’s
principal
office
or
at
a
place
identified
in
the
meeting
notice
in
the
city
where
the
meeting
will
be
held.
(2)
On
a
reasonably
accessible
electronic
network,
provided
that
the
information
required
to
gain
access
to
such
list
is
provided
with
the
notice
of
the
meeting.
The
list
of
shareholders
entitled
to
vote
shall
be
similarly
available
for
inspection
promptly
after
the
record
date
for
voting.
In
the
event
that
the
corporation
determines
to
make
the
list
available
on
an
electronic
network,
the
corporation
may
take
reasonable
steps
to
ensure
that
such
information
is
available
only
to
shareholders
of
the
corporation.
b.
A
shareholder
,
or
the
shareholder
’s
agent
or
attorney
,
is
entitled
on
written
demand
to
inspect
and,
subject
to
the
requirements
of
section
490.1602,
subsection
3
,
to
copy
a
list
of
shareholders,
during
regular
business
hours
and
at
the
shareholder
’s
expense,
during
the
period
it
is
available
for
inspection.
A
corporation
may
satisfy
the
shareholder
’s
right
to
copy
a
list
of
shareholders
by
furnishing
a
copy
in
the
manner
described
in
section
490.1603,
subsection
2
.
A
shareholder
and
the
shareholder
’s
agent
or
attorney
who
inspects
or
is
furnished
a
copy
of
a
list
of
shareholders
under
this
subsection
or
under
subsection
3
or
who
copies
the
list
under
this
subsection
may
use
the
information
on
that
list
only
for
purposes
related
to
the
meeting
and
its
subject
matter
and
must
keep
the
information
on
that
list
confidential.
3.
If
the
meeting
is
to
be
held
at
a
place,
the
corporation
shall
make
the
list
of
shareholders
entitled
to
vote
available
at
the
meeting
and
any
adjournment,
and
any
shareholder
,
or
the
shareholder
’s
agent
or
attorney
,
is
entitled
to
inspect
the
list
at
any
time
during
the
meeting
and
any
adjournment.
If
the
meeting
is
to
be
held
solely
by
means
of
remote
communication,
then
such
list
shall
also
be
available
for
such
inspection
during
the
meeting
and
any
adjournment
on
a
reasonably
accessible
electronic
network,
and
the
information
required
to
access
such
list
shall
be
provided
with
the
notice
of
the
meeting.
The
corporation
may
satisfy
its
obligation
to
make
such
list
available
for
inspection
during
a
meeting
by
furnishing
a
copy
of
the
list
in
the
manner
described
in
section
490.1603,
subsection
2
,
to
the
shareholders
prior
to
the
meeting.
4.
If
the
corporation
refuses
to
allow
a
shareholder
,
or
the
shareholder
’s
agent
or
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

47
BUSINESS
CORPORA
TIONS,
§490.722
attorney
,
to
inspect
a
list
of
shareholders
before
or
at
the
meeting
or
any
adjournment,
or
copy
a
list
as
permitted
by
subsection
2
,
the
district
court
of
the
county
where
a
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office,
is
located,
on
application
of
the
shareholder
,
may
summarily
order
the
inspection
or
copying
at
the
corporation
’s
expense
and
may
postpone
the
meeting
for
which
the
list
was
prepared
until
the
inspection
or
copying
is
complete.
5.
Refusal
or
failure
to
prepare
or
make
available
the
list
of
shareholders
does
not
affect
the
validity
of
action
taken
at
the
meeting.
89
Acts,
ch
288,
§60
;
91
Acts,
ch
211,
§4
;
2013
Acts,
ch
31,
§15,
82
;
2021
Acts,
ch
165,
§67,
230
;
2022
Acts,
ch
1058,
§3
Referred
to
in
§490.1602
490.721
V
oting
entitlement
of
shares.
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
of
a
corporation
are
not
entitled
to
vote
if
they
are
owned
by
or
otherwise
belong
to
the
corporation
directly
,
or
indirectly
through
an
entity
of
which
a
majority
of
the
voting
power
is
held
directly
or
indirectly
by
the
corporation
or
which
is
otherwise
controlled
by
the
corporation.
3.
Shares
held
by
the
corporation
in
a
fiduciary
capacity
for
the
benefit
of
any
person
are
entitled
to
vote
unless
they
are
held
for
the
benefit
of,
or
otherwise
belong
to
,
the
corporation
directly
,
or
indirectly
through
an
entity
of
which
a
majority
of
the
voting
power
is
held
directly
or
indirectly
by
the
corporation
or
which
is
otherwise
controlled
by
the
corporation.
4.
Redeemable
shares
are
not
entitled
to
vote
after
delivery
of
written
notice
of
redemption
is
effective
and
a
sum
sufficient
to
redeem
the
shares
has
been
deposited
with
a
bank,
trust
company
,
or
other
financial
institution
under
an
irrevocable
obligation
to
pay
the
holders
the
redemption
price
on
surrender
of
the
shares.
5.
As
used
in
this
section
,
“
voting
power”
means
the
current
power
to
vote
in
the
election
of
directors
of
a
corporation
or
to
elect,
select,
or
appoint
governors
of
another
entity
.
89
Acts,
ch
288,
§61
;
2021
Acts,
ch
165,
§68,
230
490.722
P
ro
xies.
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
electronic
transmission
must
contain
or
be
accompanied
by
information
from
which
the
recipient
can
determine
the
date
of
the
transmission
and
that
the
transmission
was
authorized
by
the
sender
or
the
sender
’s
agent
or
attorney
in
fact.
3.
An
appointment
of
a
proxy
is
effective
when
a
signed
appointment
form
or
an
electronic
transmission
of
the
appointment
is
received
by
the
inspector
of
election
or
the
officer
or
agent
of
the
corporation
authorized
to
count
votes.
An
appointment
is
valid
for
the
term
provided
in
the
appointment
form,
and,
if
no
term
is
provided,
is
valid
for
eleven
months
unless
the
appointment
is
irrevocable
under
subsection
4
.
4.
An
appointment
of
a
proxy
is
revocable
unless
the
appointment
form
or
electronic
transmission
states
that
it
is
irrevocable
and
the
appointment
is
coupled
with
an
interest.
Appointments
coupled
with
an
interest
include,
but
are
not
limited
to
,
the
appointment
of
any
of
the
following:
a.
A
pledgee.
b.
A
person
who
purchased
or
agreed
to
purchase
the
shares.
c.
A
creditor
of
the
corporation
who
extended
the
corporation
credit
under
terms
requiring
the
appointment.
d.
An
employee
of
the
corporation
whose
employment
contract
requires
the
appointment.
e.
A
party
to
a
voting
agreement
created
under
section
490.731
.
5.
The
death
or
incapacity
of
the
shareholder
appointing
a
proxy
does
not
affect
the
right
of
the
corporation
to
accept
the
proxy
’s
authority
unless
notice
of
the
death
or
incapacity
T
ue
Dec
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.722,
BUSINESS
CORPORA
TIONS
48
is
received
by
the
secretary
or
other
officer
or
agent
authorized
to
tabulate
votes
before
the
proxy
exercises
the
proxy
’s
authority
under
the
appointment.
6.
An
appointment
made
irrevocable
under
subsection
4
is
revoked
when
the
interest
with
which
it
is
coupled
is
extinguished.
7.
Unless
it
otherwise
provides,
an
appointment
made
irrevocable
under
subsection
4
continues
in
effect
after
a
transfer
of
the
shares
and
a
transferee
takes
subject
to
the
appointment,
except
that
a
transferee
for
value
of
shares
subject
to
an
irrevocable
appointment
may
revoke
the
appointment
if
the
transferee
did
not
know
of
its
existence
when
acquiring
the
shares
and
the
existence
of
the
irrevocable
appointment
was
not
noted
conspicuously
on
the
certificate
representing
the
shares
or
on
the
information
statement
for
shares
without
certificates.
8.
Subject
to
section
490.724
and
to
any
express
limitation
on
the
proxy
’s
authority
stated
in
the
appointment
form
or
electronic
transmission,
a
corporation
is
entitled
to
accept
the
proxy
’s
vote
or
other
action
as
that
of
the
shareholder
making
the
appointment.
89
Acts,
ch
288,
§62
;
2002
Acts,
ch
1154,
§17,
125
;
2013
Acts,
ch
31,
§16,
82
;
2021
Acts,
ch
165,
§69,
230
Referred
to
in
§490.724
,
490.729
490.723
Shares
held
by
intermediaries
and
nominees.
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
ownership
certificate.
The
terms,
conditions,
and
limitations
of
this
treatment
shall
be
specified
in
the
procedure.
T
o
the
extent
such
person
is
treated
under
such
procedure
as
having
rights
or
privileges
that
the
record
shareholder
otherwise
would
have,
the
record
shareholder
shall
not
have
those
rights
or
privileges.
2.
The
procedure
must
specify
all
of
the
following:
a.
The
types
of
intermediaries
or
nominees
to
which
it
applies.
b.
The
rights
or
privileges
that
the
corporation
recognizes
in
a
person
with
respect
to
whom
a
beneficial
ownership
certificate
is
filed.
c.
The
manner
in
which
the
procedure
is
selected
which
must
include
that
the
beneficial
ownership
certificate
be
signed
or
assented
to
by
or
on
behalf
of
the
record
shareholder
and
the
person
on
whose
behalf
the
shares
are
held.
d.
The
information
that
must
be
provided
when
the
procedure
is
selected.
e.
The
period
for
which
selection
of
the
procedure
is
effective.
f
.
Requirements
for
notice
to
the
corporation
with
respect
to
the
arrangement.
g.
The
form
and
contents
of
the
beneficial
ownership
certificate.
3.
The
procedure
may
specify
any
other
aspects
of
the
rights
and
duties
created
by
the
filing
of
a
beneficial
ownership
certificate.
89
Acts,
ch
288,
§63
;
2021
Acts,
ch
165,
§70,
230
Referred
to
in
§490.140
490.724
Acceptance
of
votes
and
other
instr
uments.
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
and
give
it
effect
as
the
act
of
the
shareholder
.
2.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment
does
not
correspond
to
the
name
of
its
shareholder
,
the
corporation,
if
acting
in
good
faith,
is
nevertheless
entitled
to
accept
the
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
the
act
of
the
shareholder
if
any
of
the
following
applies:
a.
The
shareholder
is
an
entity
and
the
name
signed
purports
to
be
that
of
an
officer
or
agent
of
the
entity
.
b.
The
name
signed
purports
to
be
that
of
an
administrator
,
executor
,
guardian,
or
conservator
representing
the
shareholder
and,
if
the
corporation
requests,
evidence
of
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

49
BUSINESS
CORPORA
TIONS,
§490.725
fiduciary
status
acceptable
to
the
corporation
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment.
c.
The
name
signed
purports
to
be
that
of
a
receiver
or
trustee
in
bankruptcy
of
the
shareholder
and,
if
the
corporation
requests,
evidence
of
this
status
acceptable
to
the
corporation
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment.
d.
The
name
signed
purports
to
be
that
of
a
pledgee,
beneficial
owner
,
or
attorney
in
fact
of
the
shareholder
and,
if
the
corporation
requests,
evidence
acceptable
to
the
corporation
of
the
signatory
’s
authority
to
sign
for
the
shareholder
has
been
presented
with
respect
to
the
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment.
e.
T
wo
or
more
persons
are
the
shareholder
as
co
-tenants
or
fiduciaries
and
the
name
signed
purports
to
be
the
name
of
at
least
one
of
the
co
-
owners
and
the
person
signing
appears
to
be
acting
on
behalf
of
all
the
co
-
owners.
3.
The
corporation
is
entitled
to
reject
a
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment
if
the
person
authorized
to
accept
or
reject
such
instrument,
acting
in
good
faith,
has
reasonable
basis
for
doubt
about
the
validity
of
the
signature
on
it
or
about
the
signatory
’s
authority
to
sign
for
the
shareholder
.
4.
Neither
the
corporation
or
any
person
authorized
by
it,
nor
an
inspector
of
election
appointed
under
section
490.729
,
that
accepts
or
rejects
a
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment
in
good
faith
and
in
accordance
with
the
standards
of
this
section
or
section
490.722,
subsection
2
,
is
liable
in
damages
to
the
shareholder
for
the
consequences
of
the
acceptance
or
rejection.
5.
Corporate
action
based
on
the
acceptance
or
rejection
of
a
vote,
ballot,
consent,
waiver
,
shareholder
demand,
or
proxy
appointment
under
this
section
is
valid
unless
a
court
of
competent
jurisdiction
determines
otherwise.
6.
If
an
inspector
of
election
has
been
appointed
under
section
490.729
,
the
inspector
of
election
also
has
the
authority
to
request
information
and
make
determinations
under
subsections
1,
2,
and
3
.
Any
determination
made
by
the
inspector
of
election
under
those
subsections
is
controlling.
89
Acts,
ch
288,
§64
;
2002
Acts,
ch
1154,
§18,
125
;
2003
Acts,
ch
44,
§81
;
2013
Acts,
ch
31,
§17,
82
;
2021
Acts,
ch
165,
§71,
230
Referred
to
in
§490.722
,
490.729
490.725
Quor
um
and
voting
requirements
for
voting
groups.
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
entitled
to
be
cast
on
the
matter
by
the
voting
group
constitutes
a
quorum
of
that
voting
group
for
action
on
that
matter
.
Whenever
this
chapter
requires
a
particular
quorum
for
a
specified
action,
the
articles
of
incorporation
shall
not
provide
for
a
lower
quorum.
2.
Once
a
share
is
represented
for
any
purpose
at
a
meeting,
it
is
deemed
present
for
quorum
purposes
for
the
remainder
of
the
meeting
and
for
any
adjournment
of
that
meeting
unless
a
new
record
date
is
or
must
be
fixed
for
that
adjourned
meeting.
3.
If
a
quorum
exists,
action
on
a
matter
,
other
than
the
election
of
directors,
by
a
voting
group
is
approved
if
the
votes
cast
within
the
voting
group
favoring
the
action
exceed
the
votes
cast
opposing
the
action,
unless
the
articles
of
incorporation
require
a
greater
number
of
affirmative
votes.
4.
An
amendment
of
the
articles
of
incorporation
adding,
changing,
or
deleting
a
quorum
or
voting
requirement
for
a
voting
group
greater
than
specified
in
subsection
1
or
3
is
governed
by
section
490.727
.
5.
The
election
of
directors
is
governed
by
section
490.728
.
6.
Whenever
a
provision
of
this
chapter
provides
for
voting
of
classes
or
series
as
separate
voting
groups,
the
rules
provided
in
section
490.1004,
subsection
3
,
for
amendments
of
the
articles
of
incorporation
apply
to
that
provision.
89
Acts,
ch
288,
§65
;
2021
Acts,
ch
165,
§72,
230
Referred
to
in
§490.726
T
ue
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09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.726,
BUSINESS
CORPORA
TIONS
50
490.726
Action
by
single
or
multiple
voting
groups.
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
by
two
or
more
voting
groups
on
a
matter
,
action
on
that
matter
is
taken
only
when
voted
upon
by
each
of
those
voting
groups
counted
separately
as
provided
in
section
490.725
.
Action
may
be
taken
by
different
voting
groups
on
a
matter
at
different
times.
89
Acts,
ch
288,
§66
;
2021
Acts,
ch
165,
§73,
230
490.727
Modifying
quor
um
or
voting
requirements.
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
effect
or
proposed
to
be
adopted,
whichever
is
greater
.
89
Acts,
ch
288,
§67
;
2002
Acts,
ch
1154,
§19,
125
;
2003
Acts,
ch
44,
§82
;
2021
Acts,
ch
165,
§74,
230
Referred
to
in
§490.725
490.728
V
oting
for
directors
—
cumulative
voting.
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
directors
unless
the
articles
of
incorporation
so
provide.
3.
A
statement
included
in
the
articles
of
incorporation
that
“[all]
[a
designated
voting
group
of]
shareholders
are
entitled
to
cumulate
their
votes
for
directors”,
or
words
of
similar
import,
means
that
the
shareholders
designated
are
entitled
to
multiply
the
number
of
votes
they
are
entitled
to
cast
by
the
number
of
directors
for
whom
they
are
entitled
to
vote
and
cast
the
product
for
a
single
candidate
or
distribute
the
product
among
two
or
more
candidates.
4.
Shares
otherwise
entitled
to
vote
cumulatively
shall
not
be
voted
cumulatively
at
a
particular
meeting
unless
any
of
the
following
applies:
a.
The
meeting
notice
or
proxy
statement
accompanying
the
notice
states
conspicuously
that
cumulative
voting
is
authorized.
b.
A
shareholder
who
has
the
right
to
cumulate
the
shareholder
’s
votes
gives
notice
to
the
corporation
not
less
than
forty
-eight
hours
before
the
time
set
for
the
meeting
of
the
shareholder
’s
intent
to
cumulate
votes
during
the
meeting,
and
if
one
shareholder
gives
this
notice
all
other
shareholders
in
the
same
voting
group
participating
in
the
election
are
entitled
to
cumulate
their
votes
without
giving
further
notice.
89
Acts,
ch
288,
§68
;
90
Acts,
ch
1205,
§25
;
2002
Acts,
ch
1154,
§20,
125
;
2013
Acts,
ch
31,
§18,
82
;
2014
Acts,
ch
1092,
§104,
105
;
2021
Acts,
ch
165,
§75,
230
Referred
to
in
§490.704
,
490.725
,
490.1022
490.729
Inspectors
of
election.
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
results.
Each
inspector
shall
verify
in
writing
that
the
inspector
will
faithfully
execute
the
duties
of
inspector
with
strict
impartiality
and
according
to
the
best
of
the
inspector
’s
ability
.
An
inspector
may
be
an
officer
or
employee
of
the
corporation.
The
inspectors
may
appoint
or
retain
other
persons
to
assist
the
inspectors
in
the
performance
of
the
duties
of
inspector
under
subsection
2
,
and
may
rely
on
information
provided
by
such
persons
and
other
persons,
including
those
appointed
to
tabulate
votes,
unless
the
inspectors
believe
reliance
is
unwarranted.
2.
The
inspectors
shall
do
all
of
the
following:
a.
Ascertain
the
number
of
shares
outstanding
and
the
voting
power
of
each.
b.
Determine
the
shares
represented
at
a
meeting.
T
ue
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

51
BUSINESS
CORPORA
TIONS,
§490.731
c.
Determine
the
validity
of
proxy
appointments
and
ballots.
d.
Count
all
votes.
e.
Make
a
written
report
of
the
results.
3.
In
performing
their
duties,
the
inspectors
may
examine
any
of
the
following:
a.
The
proxy
appointment
forms
and
any
other
information
provided
in
accordance
with
section
490.722,
subsection
2
.
b.
Any
envelope
or
related
writing
submitted
with
those
appointment
forms.
c.
Any
ballots.
d.
Any
evidence
or
other
information
specified
in
section
490.724
.
e.
The
relevant
books
and
records
of
the
corporation
relating
to
its
shareholders
and
their
entitlement
to
vote,
including
any
securities
position
list
provided
by
a
depository
clearing
agency
.
4.
a.
The
inspectors
also
may
consider
other
information
that
they
believe
is
relevant
and
reliable
for
the
purpose
of
performing
any
of
the
duties
assigned
to
them
pursuant
to
subsection
2
,
including
for
all
of
the
following
purposes:
(1)
Evaluating
inconsistent,
incomplete,
or
erroneous
information.
(2)
Reconciling
information
submitted
on
behalf
of
banks,
brokers,
their
nominees,
or
similar
persons
that
indicates
more
votes
being
cast
than
a
proxy
authorized
by
the
record
shareholder
is
entitled
to
cast.
b.
If
the
inspectors
consider
other
information
allowed
by
this
subsection
,
they
shall
in
their
report
under
subsection
2
specify
the
information
considered
by
them,
including
the
purpose
or
purposes
for
which
the
information
was
considered,
the
person
or
persons
from
whom
they
obtained
the
information,
when
the
information
was
obtained,
the
means
by
which
the
information
was
obtained,
and
the
basis
for
the
inspectors’
belief
that
such
information
is
relevant
and
reliable.
5.
Determinations
of
law
by
the
inspectors
of
election
are
subject
to
de
novo
review
by
a
court
in
a
proceeding
under
section
490.749
or
other
judicial
proceeding.
2002
Acts,
ch
1154,
§21,
125
;
2021
Acts,
ch
165,
§76,
230
Referred
to
in
§490.724
,
490.1022
P
ART
3
V
OTING
TRUSTS
AND
AGREEMENTS
490.730
V
oting
tr
usts.
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
the
trustee.
When
a
voting
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
of
the
names
and
addresses
of
all
voting
trust
beneficial
owners,
together
with
the
number
and
class
of
shares
each
transferred
to
the
trust,
and
deliver
copies
of
the
list
and
agreement
to
the
corporation
at
its
principal
office.
2.
A
voting
trust
becomes
effective
on
the
date
the
first
shares
subject
to
the
trust
are
registered
in
the
trustee’s
name.
3.
Limits,
if
any
,
on
the
duration
of
a
voting
trust
shall
be
as
set
forth
in
the
voting
trust.
A
voting
trust
that
became
effective
between
December
31,
1989,
and
June
30,
2014,
both
dates
inclusive,
is
governed
by
the
provisions
of
this
section
concerning
duration
then
in
effect,
unless
the
voting
trust
is
amended
to
provide
otherwise
by
unanimous
agreement
of
the
parties
to
the
voting
trust.
89
Acts,
ch
288,
§69
;
2014
Acts,
ch
1024,
§1
;
2021
Acts,
ch
165,
§77,
230
Referred
to
in
§490.140
,
490.731
490.731
V
oting
agreement.
1.
T
wo
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
.
T
ue
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.731,
BUSINESS
CORPORA
TIONS
52
2.
A
voting
agreement
created
under
this
section
is
specifically
enforceable.
89
Acts,
ch
288,
§70
;
2021
Acts,
ch
165,
§78,
230
Referred
to
in
§490.722
490.732
Shareholder
agreement.
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
board
of
directors
or
restricts
the
discretion
or
powers
of
the
board
of
directors.
b.
Governs
the
authorization
or
making
of
distributions,
regardless
of
whether
they
are
in
proportion
to
ownership
of
shares,
subject
to
the
limitations
in
section
490.640
.
c.
Establishes
who
shall
be
directors
or
officers
of
the
corporation,
or
their
terms
of
office
or
manner
of
selection
or
removal.
d.
Governs,
in
general
or
in
regard
to
specific
matters,
the
exercise
or
division
of
voting
power
by
or
between
the
shareholders
and
directors
or
by
or
among
any
of
them,
including
use
of
weighted
voting
rights
or
director
proxies.
e.
Establishes
the
terms
and
conditions
of
any
agreement
for
the
transfer
or
use
of
property
or
the
provision
of
services
between
the
corporation
and
any
shareholder
,
director
,
officer
,
or
employee
of
the
corporation,
or
among
any
of
them.
f
.
T
ransfers
to
one
or
more
shareholders
or
other
persons
all
or
part
of
the
authority
to
exercise
the
corporate
powers
or
to
manage
the
business
and
affairs
of
the
corporation,
including
the
resolution
of
any
issue
about
which
there
exists
a
deadlock
among
directors
or
shareholders.
g.
Requires
dissolution
of
the
corporation
at
the
request
of
one
or
more
of
the
shareholders
or
upon
the
occurrence
of
a
specified
event
or
contingency
.
h.
Otherwise
governs
the
exercise
of
the
corporate
powers
or
the
management
of
the
business
and
affairs
of
the
corporation
or
the
relationship
among
the
shareholders,
the
directors,
and
the
corporation,
or
among
any
of
them,
and
is
not
contrary
to
public
policy
.
2.
An
agreement
authorized
by
this
section
shall
satisfy
all
of
the
following
requirements:
a.
Be
as
set
forth
in
any
of
the
following:
(1)
The
articles
of
incorporation
or
bylaws
and
approved
by
all
persons
who
are
shareholders
at
the
time
of
the
agreement.
(2)
A
written
agreement
that
is
signed
by
all
persons
who
are
shareholders
at
the
time
of
the
agreement
and
is
made
known
to
the
corporation.
b.
Be
subject
to
amendment
only
by
all
persons
who
are
shareholders
at
the
time
of
the
amendment,
unless
the
agreement
provides
otherwise.
3.
The
existence
of
an
agreement
authorized
by
this
section
shall
be
noted
conspicuously
on
the
front
or
back
of
each
certificate
for
outstanding
shares
or
on
the
information
statement
required
by
section
490.626,
subsection
2
.
If
at
the
time
of
the
agreement
the
corporation
has
shares
outstanding
represented
by
certificates,
the
corporation
shall
recall
the
outstanding
certificates
and
issue
substitute
certificates
that
comply
with
this
subsection
.
The
failure
to
note
the
existence
of
the
agreement
on
the
certificate
or
information
statement
shall
not
affect
the
validity
of
the
agreement
or
any
action
taken
pursuant
to
it.
Any
purchaser
of
shares
who
,
at
the
time
of
purchase,
did
not
have
knowledge
of
the
existence
of
the
agreement
shall
be
entitled
to
rescission
of
the
purchase.
A
purchaser
shall
be
deemed
to
have
knowledge
of
the
existence
of
the
agreement
if
its
existence
is
noted
on
the
certificate
or
information
statement
for
the
shares
in
compliance
with
this
subsection
and,
if
the
shares
are
not
represented
by
a
certificate,
the
information
statement
is
delivered
to
the
purchaser
at
or
before
the
time
of
purchase
of
the
shares.
An
action
to
enforce
the
right
of
rescission
authorized
by
this
subsection
shall
be
commenced
within
the
earlier
of
ninety
days
after
discovery
of
the
existence
of
the
agreement
or
two
years
after
the
time
of
purchase
of
the
shares.
4.
If
the
agreement
ceases
to
be
effective
for
any
reason,
the
board
of
directors
may
,
if
the
agreement
is
contained
or
referred
to
in
the
corporation
’s
articles
of
incorporation
or
bylaws,
T
ue
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

53
BUSINESS
CORPORA
TIONS,
§490.742
adopt
an
amendment
to
the
articles
of
incorporation
or
bylaws,
without
shareholder
action,
to
delete
the
agreement
and
any
references
to
it.
5.
An
agreement
authorized
by
this
section
that
limits
the
discretion
or
powers
of
the
board
of
directors
shall
relieve
the
directors
of,
and
impose
upon
the
person
or
persons
in
whom
such
discretion
or
powers
are
vested,
liability
for
acts
or
omissions
imposed
by
law
on
directors
to
the
extent
that
the
discretion
or
powers
of
the
directors
are
limited
by
the
agreement.
6.
The
existence
or
performance
of
an
agreement
authorized
by
this
section
shall
not
be
a
ground
for
imposing
personal
liability
on
any
shareholder
for
the
acts
or
debts
of
the
corporation
even
if
the
agreement
or
its
performance
treats
the
corporation
as
if
it
were
a
partnership
or
results
in
failure
to
observe
the
corporate
formalities
otherwise
applicable
to
the
matters
governed
by
the
agreement.
7.
Incorporators
or
subscribers
for
shares
may
act
as
shareholders
with
respect
to
an
agreement
authorized
by
this
section
if
no
shares
have
been
issued
when
the
agreement
is
made.
8.
Limits,
if
any
,
on
the
duration
of
an
agreement
authorized
by
this
section
must
be
set
forth
in
the
agreement.
An
agreement
that
became
effective
between
January
1,
2003,
and
June
30,
2014,
both
dates
inclusive,
unless
the
agreement
provided
otherwise,
remains
governed
by
the
provisions
of
this
section
concerning
duration
then
in
effect.
2002
Acts,
ch
1154,
§22,
125
;
2002
Acts,
ch
1175,
§88
;
2013
Acts,
ch
31,
§19,
82
;
2014
Acts,
ch
1024,
§2,
3
;
2017
Acts,
ch
54,
§76
;
2021
Acts,
ch
165,
§79,
230
Referred
to
in
§490.801
490.733
through
490.739
Reserved.
P
ART
4
DERIV
A
TIVE
PROCEEDINGS
Referred
to
in
§490.809
,
490.1706
490.740
P
art
definitions.
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
unrestricted
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§71
;
2002
Acts,
ch
1154,
§23,
125
;
2021
Acts,
ch
165,
§80,
230
490.741
Standing.
A
shareholder
shall
not
commence
or
maintain
a
derivative
proceeding
unless
the
shareholder
satisfies
both
of
the
following:
1.
W
as
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
one
who
was
a
shareholder
at
that
time.
2.
F
airly
and
adequately
represents
the
interests
of
the
corporation
in
enforcing
the
right
of
the
corporation.
2002
Acts,
ch
1154,
§24,
125
Referred
to
in
§490.809
490.742
Demand.
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
has
earlier
been
notified
that
the
demand
has
been
rejected
by
the
corporation
T
ue
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09
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.742,
BUSINESS
CORPORA
TIONS
54
or
unless
irreparable
injury
to
the
corporation
would
result
by
waiting
for
the
expiration
of
the
ninety
-day
period.
2002
Acts,
ch
1154,
§25,
125
;
2013
Acts,
ch
31,
§20,
82
490.743
Stay
of
proceedings.
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
490.744
Dismissal.
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
derivative
proceeding
is
not
in
the
best
interests
of
the
corporation.
A
corporation
moving
to
dismiss
on
this
basis
shall
submit
in
support
of
the
motion
a
short
and
concise
statement
of
the
reasons
for
its
determination.
2.
Unless
a
panel
is
appointed
pursuant
to
subsection
5
,
the
determination
in
subsection
1
shall
be
made
by
any
of
the
following:
a.
A
majority
vote
of
qualified
directors
present
at
a
meeting
of
the
board
of
directors
if
the
qualified
directors
constitute
a
quorum.
b.
A
majority
vote
of
a
committee
consisting
of
two
or
more
qualified
directors
appointed
by
majority
vote
of
qualified
directors
present
at
a
meeting
of
the
board
of
directors,
regardless
of
whether
such
qualified
directors
constitute
a
quorum.
3.
a.
If
a
derivative
proceeding
is
commenced
after
a
determination
has
been
made
rejecting
a
demand
by
a
shareholder
,
the
complaint
shall
allege
with
particularity
facts
establishing
any
of
the
following:
(1)
That
a
majority
of
the
board
of
directors
did
not
consist
of
qualified
directors
at
the
time
the
determination
was
made.
(2)
That
the
requirements
of
subsection
1
have
not
been
met.
b.
All
discovery
and
other
proceedings
shall
be
stayed
during
the
pendency
of
any
motion
to
dismiss
unless
the
court
finds
upon
the
motion
of
any
party
that
particularized
discovery
is
necessary
to
preserve
evidence
or
prevent
undue
prejudice
to
that
party
.
4.
If
a
majority
of
the
board
of
directors
consisted
of
qualified
directors
at
the
time
the
determination
was
made,
the
plaintiff
shall
have
the
burden
of
proving
that
the
requirements
of
subsection
1
have
not
been
met;
if
not,
the
corporation
shall
have
the
burden
of
proving
that
the
requirements
of
subsection
1
have
been
met.
5.
Upon
motion
by
the
corporation,
the
court
may
appoint
a
panel
of
one
or
more
individuals
to
make
a
determination
whether
the
maintenance
of
the
derivative
proceeding
is
in
the
best
interests
of
the
corporation.
In
such
case,
the
plaintiff
shall
have
the
burden
of
proving
that
the
requirements
of
subsection
1
have
not
been
met.
2002
Acts,
ch
1154,
§27,
125
;
2012
Acts,
ch
1023,
§157
;
2013
Acts,
ch
31,
§21,
82
;
2021
Acts,
ch
165,
§82,
230
Referred
to
in
§490.143
490.745
Discontinuance
or
settlement.
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
court
shall
direct
that
notice
be
given
to
the
shareholders
affected.
2002
Acts,
ch
1154,
§28,
125
;
2021
Acts,
ch
165,
§83,
230
Referred
to
in
§490.747
490.746
P
ayment
of
e
xpenses.
On
termination
of
the
derivative
proceeding,
the
court
may
do
any
of
the
following:
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

55
BUSINESS
CORPORA
TIONS,
§490.748
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
to
pay
any
defendant’s
expenses
incurred
in
defending
the
proceeding
if
it
finds
that
the
proceeding
was
commenced
or
maintained
without
reasonable
cause
or
for
an
improper
purpose.
3.
Order
a
party
to
pay
an
opposing
party
’s
expenses
incurred
because
of
the
filing
of
a
pleading,
motion,
or
other
paper
,
if
it
finds
that
any
of
the
following
apply:
a.
The
pleading,
motion,
or
other
paper
was
not
well
grounded
in
fact,
after
reasonable
inquiry
,
or
warranted
by
existing
law
or
a
good
faith
argument
for
the
extension,
modification,
or
reversal
of
existing
law
.
b.
The
pleading,
motion,
or
other
paper
was
interposed
for
an
improper
purpose,
such
as
to
harass
or
cause
unnecessary
delay
or
needless
increase
in
the
cost
of
litigation.
2002
Acts,
ch
1154,
§29,
125
;
2013
Acts,
ch
31,
§22,
82
;
2021
Acts,
ch
165,
§84,
230
Referred
to
in
§490.747
490.747
Applicability
to
foreign
corporations.
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
Referred
to
in
§490.740
P
ART
5
JUDICIAL
PROCEEDINGS
490.748
Shareholder
action
to
appoint
custodian
or
receiver
.
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
by
a
shareholder
where
it
is
established
that
any
of
the
following
applies:
a.
The
directors
are
deadlocked
in
the
management
of
the
corporate
affairs,
the
shareholders
are
unable
to
break
the
deadlock,
and
irreparable
injury
to
the
corporation
is
threatened
or
being
suffered.
b.
The
directors
or
those
in
control
of
the
corporation
are
acting
fraudulently
and
irreparable
injury
to
the
corporation
is
threatened
or
being
suffered.
2.
a.
The
district
court
may
issue
injunctions,
appoint
a
temporary
custodian
or
temporary
receiver
with
all
the
powers
and
duties
the
district
court
directs,
take
other
action
to
preserve
the
corporate
assets
wherever
located,
and
carry
on
the
business
of
the
corporation
until
a
full
hearing
is
held.
b.
The
district
court
shall
hold
a
full
hearing,
after
notifying
all
parties
to
the
proceeding
and
any
interested
persons
designated
by
the
district
court,
before
appointing
a
custodian
or
receiver
.
c.
The
district
court
has
jurisdiction
over
the
corporation
and
all
of
its
property
,
wherever
located.
3.
The
district
court
may
appoint
an
individual
or
domestic
or
registered
foreign
corporation
as
a
custodian
or
receiver
and
may
require
the
custodian
or
receiver
to
post
bond,
with
or
without
sureties,
in
an
amount
the
district
court
directs.
4.
The
district
court
shall
describe
the
powers
and
duties
of
the
custodian
or
receiver
in
its
appointing
order
,
which
may
be
amended
from
time
to
time.
Among
other
powers,
all
of
the
following
apply:
a.
A
custodian
may
exercise
all
of
the
powers
of
the
corporation,
through
or
in
place
of
its
board
of
directors,
to
the
extent
necessary
to
manage
the
business
and
affairs
of
the
corporation.
b.
A
receiver
may
do
any
of
the
following:
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.748,
BUSINESS
CORPORA
TIONS
56
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
corporation
wherever
located,
at
a
public
or
private
sale,
if
authorized
by
the
district
court.
(2)
Sue
and
defend
in
the
receiver
’s
own
name
as
receiver
in
all
courts
of
this
state.
5.
The
district
court
during
a
custodianship
may
redesignate
the
custodian
a
receiver
,
and
during
a
receivership
may
redesignate
the
receiver
a
custodian,
if
doing
so
is
in
the
best
interests
of
the
corporation.
6.
The
district
court
from
time
to
time
during
the
custodianship
or
receivership
may
order
compensation
paid
and
expense
disbursements
or
reimbursements
made
to
the
custodian
or
receiver
from
the
assets
of
the
corporation
or
proceeds
from
the
sale
of
its
assets.
7.
As
used
in
this
section
,
“shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
an
unrestricted
voting
trust
beneficial
owner
.
2013
Acts,
ch
31,
§23,
82
;
2021
Acts,
ch
165,
§85,
230
;
2022
Acts,
ch
1058,
§11
490.749
Judicial
determination
of
corporate
offices
and
review
of
elections
and
shareholder
votes.
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
validity
of
the
election,
appointment,
removal,
or
resignation
of
a
director
or
officer
of
the
corporation.
b.
The
right
of
an
individual
to
hold
the
office
of
director
or
officer
of
the
corporation.
c.
The
result
or
validity
of
any
vote
by
the
shareholders
of
the
corporation.
d.
The
right
of
a
director
to
membership
on
a
committee
of
the
board
of
directors.
e.
The
right
of
a
person
to
nominate
or
an
individual
to
be
nominated
as
a
candidate
for
election
or
appointment
as
a
director
of
the
corporation,
and
any
right
under
a
bylaw
adopted
pursuant
to
section
490.206,
subsection
3
,
or
any
comparable
right
under
any
provision
of
the
articles
of
incorporation,
contract,
or
applicable
law
.
2.
An
application
or
proceeding
pursuant
to
subsection
1
may
be
filed
or
commenced
by
any
of
the
following
persons:
a.
The
corporation.
b.
Any
record
shareholder
,
beneficial
shareholder
,
or
unrestricted
voting
trust
beneficial
owner
of
the
corporation.
c.
A
director
of
the
corporation,
an
individual
claiming
the
office
of
director
,
or
a
director
whose
membership
on
a
committee
of
the
board
of
directors
is
contested,
in
each
case
who
is
seeking
a
determination
of
a
right
to
such
office
or
membership.
d.
An
officer
of
the
corporation
or
an
individual
claiming
to
be
an
officer
of
the
corporation,
in
each
case
who
is
seeking
a
determination
of
a
right
to
such
office.
e.
A
person
claiming
a
right
covered
by
subsection
1
,
paragraph
“e”
,
and
who
is
seeking
a
determination
of
such
right.
3.
In
connection
with
any
application
or
proceeding
under
subsection
1
,
the
following
shall
be
named
as
defendants,
unless
such
person
made
the
application
or
commenced
the
proceeding:
a.
The
corporation.
b.
Any
individual
whose
right
to
office
or
membership
on
a
committee
of
the
board
of
directors
is
contested.
c.
Any
individual
claiming
the
office
or
membership
at
issue.
d.
Any
person
claiming
a
right
covered
by
subsection
1
,
paragraph
“e”
,
that
is
at
issue.
4.
In
connection
with
any
application
or
proceeding
under
subsection
1
,
service
of
process
may
be
made
upon
each
of
the
persons
specified
in
subsection
3
,
by
any
of
the
following:
a.
Service
of
process
on
the
corporation
addressed
to
such
person
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court
for
service
on
the
corporation.
b.
Service
of
process
on
the
person
in
any
manner
provided
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
5.
When
service
of
process
is
made
upon
a
person
other
than
the
corporation
by
service
upon
the
corporation
pursuant
to
subsection
4
,
paragraph
“a”
,
the
plaintiff
and
the
corporation
or
its
registered
agent
shall
promptly
provide
written
notice
of
such
service,
T
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Iowa
Code
2026,
Chapter
490
(142,
1)

57
BUSINESS
CORPORA
TIONS,
§490.802
together
with
copies
of
all
process
and
the
application
or
complaint,
to
the
person
at
the
person
’s
last
known
residence
or
business
address,
or
as
permitted
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
6.
In
connection
with
any
application
or
proceeding
under
subsection
1
,
the
court
shall
dispose
of
the
application
or
proceeding
on
an
expedited
basis
and
also
may
do
any
of
the
following:
a.
Order
such
additional
or
further
notice
as
the
court
deems
proper
under
the
circumstances.
b.
Order
that
additional
persons
be
joined
as
parties
to
the
proceeding
if
the
court
determines
that
such
joinder
is
necessary
for
a
just
adjudication
of
matters
before
the
court.
c.
Order
an
election
or
meeting
be
held
in
accordance
with
the
provisions
of
section
490.703,
subsection
2
,
or
otherwise.
d.
Appoint
a
master
to
conduct
an
election
or
meeting.
e.
Enter
temporary
,
preliminary
,
or
permanent
injunctive
relief.
f
.
Resolve
solely
for
the
purpose
of
this
proceeding
any
legal
or
factual
issues
necessary
for
the
resolution
of
any
of
the
matters
specified
in
subsection
1
,
including
the
right
and
power
of
persons
claiming
to
own
shares
to
vote
at
any
meeting
of
the
shareholders.
g.
Order
such
other
relief
as
the
court
determines
is
equitable,
just,
and
proper
.
7.
It
is
not
necessary
to
make
shareholders
a
party
to
a
proceeding
or
application
pursuant
to
this
section
unless
the
shareholder
is
a
required
defendant
under
subsection
3
,
paragraph
“d”
,
relief
is
sought
against
the
shareholder
individually
,
or
the
court
orders
joinder
pursuant
to
subsection
6
,
paragraph
“b”
.
8.
Nothing
in
this
section
limits,
restricts,
or
abolishes
the
subject
matter
jurisdiction
or
powers
of
the
court
as
existed
before
January
1,
2022,
and
an
application
or
proceeding
pursuant
to
this
section
is
not
the
exclusive
remedy
or
proceeding
available
with
respect
to
the
matters
specified
in
subsection
1
.
2021
Acts,
ch
165,
§86,
230
;
2022
Acts,
ch
1021,
§145
Referred
to
in
§490.729
490.750
through
490.800
Reserved.
SUBCHAPTER
VIII
DIRECTORS
AND
OFFICERS
Referred
to
in
§490.1405
P
ART
1
BO
ARD
OF
DIRECTORS
490.801
Requirement
for
and
functions
of
board
of
directors.
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
permitted
by
section
490.202,
subsection
2
,
all
corporate
powers
shall
be
exercised
by
or
under
the
authority
of
the
board
of
directors,
and
the
business
and
affairs
of
the
corporation
shall
be
managed
by
or
under
the
direction,
and
subject
to
the
oversight,
of
the
board
of
directors.
89
Acts,
ch
288,
§72
;
2002
Acts,
ch
1154,
§31,
125
;
2013
Acts,
ch
31,
§24,
82
;
2021
Acts,
ch
165,
§87,
230
Referred
to
in
§490.825
490.802
Qualifications
of
directors.
1.
The
articles
of
incorporation
or
bylaws
may
prescribe
qualifications
for
directors
or
for
T
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.802,
BUSINESS
CORPORA
TIONS
58
nominees
for
directors.
Qualifications
must
be
reasonable
as
applied
to
the
corporation
and
be
lawful.
2.
A
requirement
that
is
based
on
a
past,
prospective,
or
current
action,
or
expression
of
opinion,
by
a
nominee
or
director
that
could
limit
the
ability
of
a
nominee
or
director
to
discharge
his
or
her
duties
as
a
director
is
not
a
permissible
qualification
under
this
section
.
Notwithstanding
the
foregoing,
qualifications
may
include
not
being
or
having
been
subject
to
specified
criminal,
civil,
or
regulatory
sanctions
or
not
having
been
removed
as
a
director
by
judicial
action
or
for
cause.
3.
A
director
need
not
be
a
resident
of
this
state
or
a
shareholder
unless
the
articles
of
incorporation
or
bylaws
so
prescribe.
4.
A
qualification
for
nomination
for
director
prescribed
before
a
person
’s
nomination
shall
apply
to
such
person
at
the
time
of
nomination.
A
qualification
for
nomination
for
director
prescribed
after
a
person
’s
nomination
shall
not
apply
to
such
person
with
respect
to
such
nomination.
5.
A
qualification
for
director
prescribed
before
a
director
has
been
elected
or
appointed
may
apply
only
at
the
time
an
individual
becomes
a
director
or
may
apply
during
a
director
’s
term.
A
qualification
prescribed
after
a
director
has
been
elected
or
appointed
shall
not
apply
to
that
director
before
the
end
of
that
director
’s
term.
89
Acts,
ch
288,
§73
;
2021
Acts,
ch
165,
§88,
230
490.803
Number
and
election
of
directors.
1.
A
board
of
directors
shall
consist
of
one
or
more
individuals,
with
the
number
specified
in
or
fixed
in
accordance
with
the
articles
of
incorporation
or
bylaws.
2.
The
number
of
directors
may
be
increased
or
decreased
from
time
to
time
by
amendment
to
,
or
in
the
manner
provided
in,
the
articles
of
incorporation
or
bylaws.
3.
Directors
are
elected
at
the
first
annual
shareholders’
meeting
and
at
each
annual
shareholders’
meeting
thereafter
unless
elected
by
written
consent
in
lieu
of
an
annual
meeting
as
permitted
by
section
490.704
or
unless
their
terms
are
staggered
under
section
490.806
.
89
Acts,
ch
288,
§74
;
91
Acts,
ch
211,
§5
;
2002
Acts,
ch
1154,
§32,
125
;
2011
Acts,
ch
2,
§3,
10
;
2018
Acts,
ch
1015,
§1
;
2019
Acts,
ch
59,
§174
;
2021
Acts,
ch
165,
§89,
230
490.804
Election
of
directors
by
certain
classes
of
series
of
shares.
If
the
articles
of
incorporation
or
action
by
the
board
of
directors
pursuant
to
section
490.602
authorize
dividing
the
shares
into
classes
or
series,
the
articles
of
incorporation
may
also
authorize
the
election
of
all
or
a
specified
number
of
directors
by
the
holders
of
one
or
more
authorized
classes
or
series
of
shares.
A
class
or
series,
or
multiple
classes
or
series,
of
shares
entitled
to
elect
one
or
more
directors
is
a
separate
voting
group
for
purposes
of
the
election
of
directors.
89
Acts,
ch
288,
§75
;
2021
Acts,
ch
165,
§90,
230
490.805
T
erms
of
directors
generally
.
1.
The
terms
of
the
initial
directors
of
a
corporation
expire
at
the
first
shareholders’
meeting
at
which
directors
are
elected.
2.
a.
The
terms
of
all
other
directors
expire
at
the
next,
or
if
their
terms
are
staggered
in
accordance
with
section
490.806
,
at
the
applicable
second
or
third,
annual
shareholders’
meeting
following
their
election.
b.
P
aragraph
“a”
does
not
apply
in
any
of
the
following
circumstances:
(1)
T
o
the
extent
provided
in
section
490.1022
if
a
bylaw
electing
to
be
governed
by
that
section
is
in
effect.
(2)
A
shorter
term
is
specified
in
the
articles
of
incorporation
in
the
event
of
a
director
nominee
failing
to
receive
a
specified
vote
for
election.
3.
A
decrease
in
the
number
of
directors
does
not
shorten
an
incumbent
director
’s
term.
4.
The
term
of
a
director
elected
to
fill
a
vacancy
expires
at
the
next
shareholders’
meeting
at
which
directors
are
elected.
5.
Except
to
the
extent
otherwise
provided
in
the
articles
of
incorporation
or
under
section
T
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2026,
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490
(142,
1)

59
BUSINESS
CORPORA
TIONS,
§490.809
490.1022
,
if
a
bylaw
electing
to
be
governed
by
that
section
is
in
effect,
despite
the
expiration
of
a
director
’s
term,
the
director
continues
to
serve
until
the
director
’s
successor
is
elected
and
qualifies
or
there
is
a
decrease
in
the
number
of
directors.
89
Acts,
ch
288,
§76
;
2011
Acts,
ch
2,
§4,
10
;
2018
Acts,
ch
1015,
§2
;
2021
Acts,
ch
165,
§91,
230
490.806
Staggered
terms
for
directors.
The
articles
of
incorporation
may
provide
for
staggering
the
terms
of
directors
by
dividing
the
total
number
of
directors
into
two
or
three
groups,
with
each
group
containing
one-half
or
one-third
of
the
total,
as
near
as
may
be
practicable.
In
that
event,
the
terms
of
directors
in
the
first
group
expire
at
the
first
annual
shareholders’
meeting
after
their
election,
the
terms
of
the
second
group
expire
at
the
second
annual
shareholders’
meeting
after
their
election,
and
the
terms
of
the
third
group,
if
any
,
expire
at
the
third
annual
shareholders’
meeting
after
their
election.
At
each
annual
shareholders’
meeting
held
thereafter
,
directors
shall
be
elected
for
a
term
of
two
years
or
three
years,
as
the
case
may
be,
to
succeed
those
whose
terms
expire.
89
Acts,
ch
288,
§77
;
2011
Acts,
ch
2,
§5,
10
;
2018
Acts,
ch
1015,
§3
;
2021
Acts,
ch
165,
§92,
230
Referred
to
in
§490.803
,
490.805
490.806A
Public
corporations
—
staggered
terms.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§4
.
490.806B
Public
corporations
—
nonstaggered
terms.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§5
.
490.807
Resignation
of
directors.
1.
A
director
may
resign
at
any
time
by
delivering
a
written
notice
of
resignation
to
the
board
of
directors
or
its
chair
,
or
to
the
secretary
.
2.
A
resignation
is
effective
as
provided
in
section
490.141,
subsection
9
,
unless
the
resignation
provides
for
a
delayed
effectiveness,
including
effectiveness
determined
upon
a
future
event
or
events.
A
resignation
that
is
conditioned
upon
failing
to
receive
a
specified
vote
for
election
as
a
director
may
provide
that
it
is
irrevocable.
89
Acts,
ch
288,
§78
;
2013
Acts,
ch
31,
§25,
82
;
2021
Acts,
ch
165,
§93,
230
Referred
to
in
§490.810
490.808
Removal
of
directors
by
shareholders.
1.
The
shareholders
may
remove
one
or
more
directors
with
or
without
cause
unless
the
articles
of
incorporation
provide
that
directors
may
be
removed
only
for
cause.
2.
If
a
director
is
elected
by
a
voting
group
of
shareholders,
only
the
shareholders
of
that
voting
group
may
participate
in
the
vote
to
remove
that
director
.
3.
A
director
may
be
removed
if
the
number
of
votes
cast
to
remove
exceeds
the
number
of
votes
cast
not
to
remove
the
director
,
except
to
the
extent
the
articles
of
incorporation
or
bylaws
require
a
greater
number
.
However
,
if
cumulative
voting
is
authorized,
a
director
shall
not
be
removed
if,
in
the
case
of
a
meeting,
the
number
of
votes
sufficient
to
elect
the
director
under
cumulative
voting
is
voted
against
removal
and,
if
action
is
taken
by
less
than
unanimous
written
consent,
voting
shareholders
entitled
to
the
number
of
votes
sufficient
to
elect
the
director
under
cumulative
voting
do
not
consent
to
the
removal.
4.
A
director
may
be
removed
by
the
shareholders
only
at
a
meeting
called
for
the
purpose
of
removing
the
director
,
and
the
meeting
notice
must
state
that
removal
of
the
director
is
a
purpose
of
the
meeting.
89
Acts,
ch
288,
§79
;
91
Acts,
ch
211,
§6
;
2021
Acts,
ch
165,
§94,
230
490.809
Removal
of
directors
by
judicial
proceeding.
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
remove
a
director
from
office
or
may
order
other
relief,
including
barring
the
director
from
reelection
for
a
period
prescribed
by
the
court,
in
T
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Code
2026,
Chapter
490
(142,
1)

§490.809,
BUSINESS
CORPORA
TIONS
60
a
proceeding
commenced
by
or
in
the
right
of
the
corporation
if
the
court
finds
that
all
of
the
following
apply:
a.
The
director
engaged
in
fraudulent
conduct
with
respect
to
the
corporation
or
its
shareholders,
grossly
abused
the
position
of
director
,
or
intentionally
inflicted
harm
on
the
corporation.
b.
Considering
the
director
’s
course
of
conduct
and
the
inadequacy
of
other
available
remedies,
removal
or
such
other
relief
would
be
in
the
best
interest
of
the
corporation.
2.
A
shareholder
proceeding
on
behalf
of
the
corporation
under
subsection
1
shall
comply
with
all
of
the
requirements
of
subchapter
VII,
part
4
,
except
section
490.741,
subsection
1
.
89
Acts,
ch
288,
§80
;
2002
Acts,
ch
1154,
§33,
125
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§95,
230
490.810
V
acancy
on
board
of
directors.
1.
Unless
the
articles
of
incorporation
provide
otherwise,
if
a
vacancy
occurs
on
a
board
of
directors,
including
a
vacancy
resulting
from
an
increase
in
the
number
of
directors,
the
vacancy
may
be
filled
in
any
of
the
following
manners:
a.
The
shareholders
may
fill
the
vacancy
.
b.
The
board
of
directors
may
fill
the
vacancy
.
c.
If
the
directors
remaining
in
office
are
less
than
a
quorum,
they
may
fill
the
vacancy
by
the
affirmative
vote
of
a
majority
of
all
the
directors
remaining
in
office.
2.
If
the
vacant
office
was
held
by
a
director
elected
by
a
voting
group
of
shareholders,
only
the
holders
of
shares
of
that
voting
group
are
entitled
to
vote
to
fill
the
vacancy
if
it
is
filled
by
the
shareholders,
and
only
the
remaining
directors
elected
by
that
voting
group,
even
if
less
than
a
quorum,
are
entitled
to
fill
the
vacancy
if
it
is
filled
by
the
directors.
3.
A
vacancy
that
will
occur
at
a
specific
later
date,
by
reason
of
a
resignation
effective
at
a
later
date
under
section
490.807,
subsection
2
,
or
otherwise,
may
be
filled
before
the
vacancy
occurs
but
the
new
director
shall
not
take
office
until
the
vacancy
occurs.
89
Acts,
ch
288,
§81
;
2011
Acts,
ch
2,
§7,
10
;
2013
Acts,
ch
31,
§26,
82
;
2018
Acts,
ch
1015,
§6
;
2021
Acts,
ch
165,
§96,
230
Referred
to
in
§490.1022
490.811
Compensation
of
directors.
Unless
the
articles
of
incorporation
or
bylaws
provide
otherwise,
the
board
of
directors
may
fix
the
compensation
of
directors.
89
Acts,
ch
288,
§82
490.812
through
490.819
Reserved.
P
ART
2
MEETINGS
AND
ACTION
OF
THE
BO
ARD
490.820
Meetings.
1.
The
board
of
directors
may
hold
regular
or
special
meetings
in
or
out
of
this
state.
2.
Unless
restricted
by
the
articles
of
incorporation
or
bylaws,
any
director
may
participate
in
any
meeting
of
the
board
of
directors
through
the
use
of
any
means
of
communication
by
which
all
directors
participating
may
simultaneously
hear
each
other
during
the
meeting.
A
director
participating
in
a
meeting
by
this
means
is
deemed
to
be
present
in
person
at
the
meeting.
89
Acts,
ch
288,
§83
;
2021
Acts,
ch
165,
§97,
230
Referred
to
in
§490.825
490.821
Action
without
meeting.
1.
Except
to
the
extent
that
the
articles
of
incorporation
or
bylaws
require
that
action
by
the
board
of
directors
be
taken
at
a
meeting,
action
required
or
permitted
by
this
chapter
to
T
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2025
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Code
2026,
Chapter
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(142,
1)

61
BUSINESS
CORPORA
TIONS,
§490.824
be
taken
by
the
board
of
directors
may
be
taken
without
a
meeting
if
each
director
signs
a
consent
describing
the
action
to
be
taken
and
delivers
it
to
the
corporation.
2.
Action
taken
under
this
section
is
the
act
of
the
board
of
directors
when
one
or
more
consents
signed
by
all
the
directors
are
delivered
to
the
corporation.
The
consent
may
specify
the
time
at
which
the
action
taken
is
to
be
effective.
A
director
’s
consent
may
be
withdrawn
by
a
revocation
signed
by
the
director
and
delivered
to
the
corporation
before
delivery
to
the
corporation
of
unrevoked
written
consents
signed
by
all
the
directors.
3.
A
consent
signed
under
this
section
has
the
effect
of
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
described
as
such
in
any
document.
89
Acts,
ch
288,
§84
;
2002
Acts,
ch
1154,
§34,
125
;
2021
Acts,
ch
165,
§98,
230
Referred
to
in
§490.825
490.822
Notice
of
meeting.
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
otherwise,
regular
meetings
of
the
board
of
directors
may
be
held
without
notice
of
the
date,
time,
place,
or
purpose
of
the
meeting.
2.
Unless
the
articles
of
incorporation
or
bylaws
provide
for
a
longer
or
shorter
period,
special
meetings
of
the
board
of
directors
shall
be
preceded
by
at
least
two
days’
notice
of
the
date,
time,
and
place
of
the
meeting.
The
notice
need
not
describe
the
purpose
of
the
special
meeting
unless
required
by
the
articles
of
incorporation
or
bylaws.
89
Acts,
ch
288,
§85
;
2021
Acts,
ch
165,
§99,
230
Referred
to
in
§490.825
490.823
W
aiver
of
notice.
1.
A
director
may
waive
any
notice
required
by
this
chapter
,
the
articles
of
incorporation,
or
the
bylaws
before
or
after
the
date
and
time
stated
in
the
notice.
Except
as
provided
by
subsection
2
,
the
waiver
must
be
in
writing,
signed
by
the
director
entitled
to
the
notice,
and
delivered
to
the
corporation
for
filing
by
the
corporation
with
the
minutes
or
corporate
records.
2.
A
director
’s
attendance
at
or
participation
in
a
meeting
waives
any
required
notice
to
the
director
of
the
meeting
unless
all
of
the
following
apply:
a.
The
director
at
the
beginning
of
the
meeting,
or
promptly
upon
arrival,
objects
to
holding
the
meeting
or
transacting
business
at
the
meeting.
b.
The
director
does
not,
after
objecting,
vote
for
or
assent
to
action
taken
at
the
meeting.
89
Acts,
ch
288,
§86
;
2021
Acts,
ch
165,
§100,
230
Referred
to
in
§490.825
490.824
Quor
um
and
voting.
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
for
a
greater
or
lesser
number
,
or
unless
otherwise
expressly
provided
in
this
chapter
,
a
quorum
of
a
board
of
directors
consists
of
a
majority
of
the
number
of
directors
specified
in
or
fixed
in
accordance
with
the
articles
of
incorporation
or
bylaws.
2.
The
quorum
of
the
board
of
directors
specified
in
or
fixed
in
accordance
with
the
articles
of
incorporation
or
bylaws
shall
not
consist
of
less
than
one-third
of
the
specified
or
fixed
number
of
directors.
3.
If
a
quorum
is
present
when
a
vote
is
taken,
the
affirmative
vote
of
a
majority
of
directors
present
is
the
act
of
the
board
of
directors
unless
the
articles
of
incorporation
or
bylaws
require
the
vote
of
a
greater
number
of
directors
or
unless
otherwise
expressly
provided
in
this
chapter
.
4.
a.
A
director
who
is
present
at
a
meeting
of
the
board
of
directors
or
a
committee
when
corporate
action
is
taken
is
deemed
to
have
assented
to
the
action
taken
unless
one
or
more
of
the
following
occurs:
(1)
The
director
objects
at
the
beginning
of
the
meeting,
or
promptly
upon
arrival,
to
holding
it
or
transacting
business
at
the
meeting.
(2)
The
dissent
or
abstention
from
the
action
taken
is
entered
in
the
minutes
of
the
meeting.
(3)
The
director
delivers
written
notice
of
the
director
’s
dissent
or
abstention
to
the
T
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Code
2026,
Chapter
490
(142,
1)

§490.824,
BUSINESS
CORPORA
TIONS
62
presiding
officer
of
the
meeting
before
its
adjournment
or
to
the
corporation
immediately
after
adjournment
of
the
meeting.
b.
The
right
of
dissent
or
abstention
is
not
available
to
a
director
who
votes
in
favor
of
the
action
taken.
89
Acts,
ch
288,
§87
;
2002
Acts,
ch
1154,
§35,
125
;
2012
Acts,
ch
1023,
§157
;
2021
Acts,
ch
165,
§101,
230
Referred
to
in
§490.825
,
490.853
490.825
Committees
of
the
board.
1.
Unless
this
chapter
,
the
articles
of
incorporation,
or
the
bylaws
provide
otherwise,
a
board
of
directors
may
establish
one
or
more
board
committees
composed
exclusively
of
one
or
more
directors
to
perform
functions
of
the
board
of
directors.
2.
a.
The
establishment
of
a
board
committee
and
appointment
of
members
to
it
shall
be
approved
by
the
greater
of
the
following:
(1)
A
majority
of
all
the
directors
in
office
when
the
action
is
taken.
(2)
The
number
of
directors
required
by
the
articles
of
incorporation
or
bylaws
to
take
action
under
section
490.824
.
b.
P
aragraph
“a”
applies
unless,
in
either
case,
this
chapter
or
the
articles
of
incorporation
provide
otherwise.
3.
Sections
490.820
through
490.824
apply
to
board
committees
and
their
members.
4.
A
board
committee
may
exercise
the
powers
of
the
board
of
directors
under
section
490.801
,
to
the
extent
specified
by
the
board
of
directors
or
in
the
articles
of
incorporation
or
bylaws,
except
that
a
board
committee
shall
not
do
any
of
the
following:
a.
A
uthorize
or
approve
distributions,
except
according
to
a
formula
or
method,
or
within
limits,
prescribed
by
the
board
of
directors.
b.
Approve
or
propose
to
shareholders
action
that
this
chapter
requires
be
approved
by
shareholders.
c.
Fill
vacancies
on
the
board
of
directors
or
,
subject
to
subsection
5
,
on
any
board
committees.
d.
Adopt,
amend,
or
repeal
bylaws.
5.
The
board
of
directors
may
appoint
one
or
more
directors
as
alternate
members
of
any
board
committee
to
replace
any
absent
or
disqualified
member
during
the
member
’s
absence
or
disqualification.
If
the
articles
of
incorporation,
the
bylaws,
or
the
resolution
creating
the
board
committee
so
provide,
the
member
or
members
present
at
any
board
committee
meeting
and
not
disqualified
from
voting
may
,
by
unanimous
action,
appoint
another
director
to
act
in
place
of
an
absent
or
disqualified
member
during
that
member
’s
absence
or
disqualification.
89
Acts,
ch
288,
§88
;
2002
Acts,
ch
1154,
§36,
125
;
2003
Acts,
ch
108,
§90
;
2021
Acts,
ch
165,
§102,
230
Referred
to
in
§490.1601
,
490.1602
490.826
Submission
of
matters
for
shareholder
vote.
A
corporation
may
agree
to
submit
a
matter
to
a
vote
of
its
shareholders
even
if,
after
approving
the
matter
,
the
board
of
directors
determines
it
no
longer
recommends
the
matter
.
2013
Acts,
ch
31,
§27,
82
Referred
to
in
§490.921
,
490.932
,
490.1003
,
490.1104
,
490.1202
,
490.1402
490.827
through
490.829
Reserved.
P
ART
3
DIRECTORS
490.830
Standards
of
conduct
for
directors.
1.
Each
member
of
the
board
of
directors,
when
discharging
the
duties
of
a
director
,
shall
act
in
conformity
with
all
of
the
following:
T
ue
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Iowa
Code
2026,
Chapter
490
(142,
1)

63
BUSINESS
CORPORA
TIONS,
§490.831
a.
In
good
faith.
b.
In
a
manner
the
director
reasonably
believes
to
be
in
the
best
interests
of
the
corporation.
2.
The
members
of
the
board
of
directors
or
a
board
committee,
when
becoming
informed
in
connection
with
their
decision
-making
function
or
devoting
attention
to
their
oversight
function,
shall
discharge
their
duties
with
the
care
that
a
person
in
a
like
position
would
reasonably
believe
appropriate
under
similar
circumstances.
3.
In
discharging
board
or
board
committee
duties,
a
director
shall
disclose,
or
cause
to
be
disclosed,
to
the
other
board
or
committee
members
information
which
the
director
knows
is
not
already
known
by
them
but
known
by
the
director
to
be
material
to
the
discharge
of
their
decision
-making
or
oversight
functions,
except
that
disclosure
is
not
required
to
the
extent
that
the
director
reasonably
believes
that
doing
so
would
violate
a
duty
imposed
under
law
,
a
legally
enforceable
obligation
of
confidentiality
,
or
a
professional
ethics
rule.
4.
In
discharging
board
or
board
committee
duties,
a
director
who
does
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
to
rely
on
the
performance
by
any
of
the
persons
specified
in
subsection
6
,
paragraph
“a”
or
“c”
,
to
whom
the
board
may
have
delegated,
formally
or
informally
by
course
of
conduct,
the
authority
or
duty
to
perform
one
or
more
of
the
board’s
functions
that
are
delegable
under
applicable
law
.
5.
In
discharging
board
or
board
committee
duties,
a
director
who
does
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
to
rely
on
information,
opinions,
reports,
or
statements,
including
financial
statements
and
other
financial
data,
prepared
or
presented
by
any
of
the
persons
specified
in
subsection
6
.
6.
A
director
is
entitled
to
rely
,
in
accordance
with
subsection
4
or
5
,
on
any
of
the
following:
a.
One
or
more
officers
or
employees
of
the
corporation
whom
the
director
reasonably
believes
to
be
reliable
and
competent
in
the
functions
performed
or
the
information,
opinions,
reports,
or
statements
provided.
b.
Legal
counsel,
public
accountants,
or
other
persons
retained
by
the
corporation
as
to
matters
involving
skills
or
expertise
the
director
reasonably
believes
are
any
of
the
following:
(1)
Matters
within
the
particular
person
’s
professional
or
expert
competence.
(2)
Matters
as
to
which
the
particular
person
merits
confidence.
c.
A
board
committee
of
which
the
director
is
not
a
member
if
the
director
reasonably
believes
the
committee
merits
confidence.
89
Acts,
ch
288,
§89
;
2002
Acts,
ch
1154,
§37,
125
;
2013
Acts,
ch
31,
§28,
82
;
2021
Acts,
ch
165,
§103,
230
Referred
to
in
§490.832
,
491.16A
490.831
Standards
of
liability
for
directors.
1.
A
director
shall
not
be
liable
to
the
corporation
or
its
shareholders
for
any
decision
to
take
or
not
to
take
action,
or
any
failure
to
take
any
action,
as
a
director
,
unless
the
party
asserting
liability
in
a
proceeding
establishes
all
of
the
following:
a.
No
defense
interposed
by
the
director
based
on
any
of
the
following
precludes
liability:
(1)
A
provision
in
the
articles
of
incorporation
authorized
by
section
490.202,
subsection
2
,
paragraph
“d”
or
“
f
”
.
(2)
The
protection
afforded
by
section
490.861
for
action
taken
in
compliance
with
section
490.862
or
section
490.863
.
(3)
The
protection
afforded
by
section
490.870
.
b.
That
the
challenged
conduct
consisted
or
was
the
result
of
any
of
the
following:
(1)
Action
not
in
good
faith.
(2)
A
decision
that
satisfies
any
of
the
following:
(a)
That
which
the
director
did
not
reasonably
believe
to
be
in
the
best
interests
of
the
corporation.
(b)
As
to
which
the
director
was
not
informed
to
an
extent
the
director
reasonably
believed
appropriate
in
the
circumstances.
(3)
A
lack
of
objectivity
due
to
the
director
’s
familial,
financial,
or
business
relationship
with,
or
a
lack
of
independence
due
to
the
director
’s
domination
or
control
by
,
another
person
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.831,
BUSINESS
CORPORA
TIONS
64
having
a
material
interest
in
the
challenged
conduct,
which
also
meets
all
of
the
following
criteria:
(a)
Which
relationship
or
which
domination
or
control
could
reasonably
be
expected
to
have
affected
the
director
’s
judgment
respecting
the
challenged
conduct
in
a
manner
adverse
to
the
corporation.
(b)
After
a
reasonable
expectation
to
such
effect
has
been
established,
the
director
shall
not
have
established
that
the
challenged
conduct
was
reasonably
believed
by
the
director
to
be
in
the
best
interests
of
the
corporation.
(4)
A
sustained
failure
of
the
director
to
devote
attention
to
ongoing
oversight
of
the
business
and
affairs
of
the
corporation,
or
a
failure
to
devote
timely
attention,
by
making,
or
causing
to
be
made,
appropriate
inquiry
,
when
particular
facts
and
circumstances
of
significant
concern
materialize
that
would
alert
a
reasonably
attentive
director
to
the
need
for
such
inquiry
.
(5)
Receipt
of
a
financial
benefit
to
which
the
director
was
not
entitled
or
any
other
breach
of
the
director
’s
duties
to
deal
fairly
with
the
corporation
and
its
shareholders
that
is
actionable
under
applicable
law
.
2.
a.
The
party
seeking
to
hold
the
director
liable
for
money
damages
shall
also
have
the
burden
of
establishing
all
of
the
following:
(1)
That
harm
to
the
corporation
or
its
shareholders
has
been
suffered.
(2)
The
harm
suffered
was
proximately
caused
by
the
director
’s
challenged
conduct.
b.
A
party
seeking
to
hold
the
director
liable
for
other
money
payment
under
a
legal
remedy
,
such
as
compensation
for
the
unauthorized
use
of
corporate
assets,
shall
also
have
whatever
persuasion
burden
may
be
called
for
to
establish
that
the
payment
sought
is
appropriate
in
the
circumstances.
c.
A
party
seeking
to
hold
the
director
liable
for
other
money
payment
under
an
equitable
remedy
,
such
as
profit
recovery
by
or
disgorgement
to
the
corporation,
shall
also
have
whatever
persuasion
burden
may
be
called
for
to
establish
that
the
equitable
remedy
sought
is
appropriate
in
the
circumstances.
3.
This
section
shall
not
do
any
of
the
following:
a.
In
any
instance
where
fairness
is
at
issue,
such
as
consideration
of
the
fairness
of
a
transaction
to
the
corporation
under
section
490.861,
subsection
2
,
paragraph
“c”
,
alter
the
burden
of
proving
the
fact
or
lack
of
fairness
otherwise
applicable.
b.
Alter
the
fact
or
lack
of
liability
of
a
director
under
another
section
of
this
chapter
,
such
as
the
provisions
governing
the
consequences
of
an
unlawful
distribution
under
section
490.832
or
a
transactional
interest
under
section
490.861
.
c.
Affect
any
rights
to
which
the
corporation
or
a
shareholder
may
be
entitled
under
another
statute
of
this
state
or
the
United
States.
89
Acts,
ch
288,
§90
;
2002
Acts,
ch
1154,
§38,
125
;
2003
Acts,
ch
44,
§83
;
2008
Acts,
ch
1015,
§2
;
2009
Acts,
ch
133,
§164
;
2013
Acts,
ch
31,
§29,
30,
82
;
2021
Acts,
ch
165,
§104,
230
Referred
to
in
§490.842
,
491.16A
490.832
Directors’
liability
for
unlawful
distributions.
1.
A
director
who
votes
for
or
assents
to
a
distribution
in
excess
of
what
may
be
authorized
and
made
pursuant
to
section
490.640,
subsection
1
,
or
section
490.1409,
subsection
1
,
is
personally
liable
to
the
corporation
for
the
amount
of
the
distribution
that
exceeds
what
could
have
been
distributed
without
violating
section
490.640,
subsection
1
,
or
section
490.1409,
subsection
1
,
if
the
party
asserting
liability
establishes
that
when
taking
the
action
the
director
did
not
comply
with
section
490.830
.
2.
A
director
held
liable
under
subsection
1
for
an
unlawful
distribution
is
entitled
to
all
of
the
following:
a.
Contribution
from
every
other
director
who
could
be
held
liable
under
subsection
1
for
the
unlawful
distribution.
b.
Recoupment
from
each
shareholder
of
the
pro
rata
portion
of
the
amount
of
the
unlawful
distribution
the
shareholder
accepted,
knowing
the
distribution
was
made
in
violation
of
section
490.640,
subsection
1
,
or
section
490.1409,
subsection
1
.
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

65
BUSINESS
CORPORA
TIONS,
§490.842
3.
a.
A
proceeding
to
enforce
the
liability
of
a
director
under
subsection
1
is
barred
unless
it
is
commenced
within
two
years
after
any
of
the
following:
(1)
The
date
on
which
the
effect
of
the
distribution
was
measured
under
section
490.640,
subsection
5
or
8
.
(2)
The
date
as
of
which
the
violation
of
section
490.640,
subsection
1
,
occurred
as
the
consequence
of
disregard
of
a
restriction
in
the
articles
of
incorporation.
(3)
The
date
on
which
the
distribution
of
assets
to
shareholders
under
section
490.1409,
subsection
1
,
was
made.
b.
A
proceeding
to
enforce
contribution
or
recoupment
under
subsection
2
is
barred
unless
it
is
commenced
within
one
year
after
the
liability
of
the
claimant
has
been
finally
adjudicated
under
subsection
1
.
89
Acts,
ch
288,
§92
CS89,
§490.833
2002
Acts,
ch
1154,
§40,
125
;
2021
Acts,
ch
165,
§105,
216,
230
C2022,
§490.832
Referred
to
in
§490.202
,
490.831
,
491.16A
490.833
Liability
for
unlawful
distribution.
T
ransferred
to
§490.832
;
2021
Acts,
ch
165,
§105,
216,
230
.
490.834
through
490.839
Reserved.
P
ART
4
OFFICERS
490.840
Officers.
1.
A
corporation
has
the
officers
described
in
its
bylaws
or
appointed
by
the
board
of
directors
in
accordance
with
the
bylaws.
2.
The
board
of
directors
may
elect
individuals
to
fill
one
or
more
offices
of
the
corporation.
An
officer
may
appoint
one
or
more
officers
if
authorized
by
the
bylaws
or
the
board
of
directors.
3.
The
bylaws
or
the
board
of
directors
shall
assign
to
an
officer
responsibility
for
maintaining
and
authenticating
the
records
of
the
corporation
required
to
be
kept
under
section
490.1601,
subsection
1
.
4.
The
same
individual
may
simultaneously
hold
more
than
one
office
in
a
corporation.
89
Acts,
ch
288,
§93
;
2002
Acts,
ch
1154,
§41,
125
;
2021
Acts,
ch
165,
§106,
230
Referred
to
in
§490.140
,
491.16A
490.841
F
unctions
of
officers.
Each
officer
has
the
authority
and
shall
perform
the
functions
set
forth
in
the
bylaws
or
,
to
the
extent
consistent
with
the
bylaws,
the
functions
prescribed
by
the
board
of
directors
or
by
direction
of
an
officer
authorized
by
the
board
of
directors
to
prescribe
the
functions
of
other
officers.
89
Acts,
ch
288,
§94
;
2013
Acts,
ch
31,
§31,
82
Referred
to
in
§491.16A
490.842
Standards
of
conduct
for
officers.
1.
An
officer
,
when
performing
in
such
capacity
,
has
the
duty
to
act
in
conformity
with
all
of
the
following:
a.
In
good
faith.
b.
W
ith
the
care
that
a
person
in
a
like
position
would
reasonably
exercise
under
similar
circumstances.
c.
In
a
manner
the
officer
reasonably
believes
to
be
in
the
best
interests
of
the
corporation.
2.
The
duty
of
an
officer
includes
the
obligation
to
do
all
of
the
following:
a.
Inform
the
superior
officer
to
whom,
or
the
board
of
directors
or
the
board
committee
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.842,
BUSINESS
CORPORA
TIONS
66
to
which,
the
officer
reports
of
information
about
the
affairs
of
the
corporation
known
to
the
officer
,
within
the
scope
of
the
officer
’s
functions,
and
known
to
the
officer
to
be
material
to
such
superior
officer
,
board,
or
committee.
b.
Inform
the
officer
’s
superior
officer
,
or
another
appropriate
person
within
the
corporation,
or
the
board
of
directors,
or
a
board
committee,
of
any
actual
or
probable
material
violation
of
law
involving
the
corporation
or
material
breach
of
duty
to
the
corporation
by
an
officer
,
employee,
or
agent
of
the
corporation,
that
the
officer
believes
has
occurred
or
is
likely
to
occur
.
3.
In
discharging
the
officer
’s
duties,
an
officer
who
does
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
to
rely
on
any
of
the
following:
a.
The
performance
of
properly
delegated
responsibilities
by
one
or
more
employees
of
the
corporation
whom
the
officer
reasonably
believes
to
be
reliable
and
competent
in
performing
the
responsibilities
delegated.
b.
Information,
opinions,
reports,
or
statements,
including
financial
statements
and
other
financial
data,
prepared
or
presented
by
one
or
more
employees
of
the
corporation
whom
the
officer
reasonably
believes
to
be
reliable
and
competent
in
the
matters
presented
or
by
legal
counsel,
public
accountants,
or
other
persons
retained
by
the
corporation
as
to
matters
involving
skills
or
expertise
the
officer
reasonably
believes
are
any
of
the
following:
(1)
Matters
within
the
particular
person
’s
professional
or
expert
competence.
(2)
Matters
as
to
which
the
particular
person
merits
confidence.
4.
An
officer
shall
not
be
liable
to
the
corporation
or
its
shareholders
for
any
decision
to
take
or
not
to
take
action,
or
any
failure
to
take
any
action,
as
an
officer
,
if
the
duties
of
the
office
are
performed
in
compliance
with
this
section
.
Whether
an
officer
who
does
not
comply
with
this
section
shall
have
liability
will
depend
in
such
instance
on
applicable
law
,
including
those
principles
of
section
490.831
that
have
relevance.
89
Acts,
ch
288,
§95
;
2002
Acts,
ch
1154,
§42,
125
;
2013
Acts,
ch
31,
§32,
82
;
2021
Acts,
ch
165,
§107,
230
Referred
to
in
§491.16A
490.843
Resignation
and
removal
of
officers.
1.
An
officer
may
resign
at
any
time
by
delivering
a
written
notice
to
the
board
of
directors,
or
its
chair
,
or
to
the
appointing
officer
or
the
secretary
.
A
resignation
is
effective
as
provided
in
section
490.141,
subsection
9
,
unless
the
notice
provides
for
a
delayed
effectiveness,
including
effectiveness
determined
upon
a
future
event
or
events.
If
effectiveness
of
a
resignation
is
stated
to
be
delayed
and
the
board
of
directors
or
the
appointing
officer
accepts
the
delay
,
the
board
of
directors
or
the
appointing
officer
may
fill
the
pending
vacancy
before
the
delayed
effectiveness
but
the
new
officer
shall
not
take
office
until
the
vacancy
occurs.
2.
An
officer
may
be
removed
at
any
time
with
or
without
cause
by
any
of
the
following:
a.
The
board
of
directors.
b.
The
appointing
officer
,
unless
the
bylaws
or
the
board
of
directors
provide
otherwise.
c.
Any
other
officer
if
authorized
by
the
bylaws
or
the
board
of
directors.
3.
As
used
in
this
section
,
“appointing
officer”
means
the
officer
,
including
any
successor
to
that
officer
,
who
appointed
the
officer
resigning
or
being
removed.
89
Acts,
ch
288,
§96
;
91
Acts,
ch
211,
§7
;
2002
Acts,
ch
1154,
§43,
125
;
2021
Acts,
ch
165,
§108,
230
490.844
Contract
rights
of
officers.
1.
The
election
or
appointment
of
an
officer
does
not
itself
create
contract
rights.
2.
An
officer
’s
removal
does
not
affect
the
officer
’s
contract
rights,
if
any
,
with
the
corporation.
An
officer
’s
resignation
does
not
affect
the
corporation
’s
contract
rights,
if
any
,
with
the
officer
.
89
Acts,
ch
288,
§97
;
2021
Acts,
ch
165,
§109,
230
490.845
through
490.849
Reserved.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

67
BUSINESS
CORPORA
TIONS,
§490.851
P
ART
5
INDEMNIFICA
TION
AND
AD
V
ANCE
FOR
EXPENSES
490.850
P
art
definitions.
As
used
in
this
part
:
1.
“Corporation
”
includes
any
domestic
or
foreign
predecessor
entity
of
a
corporation
in
a
merger
.
2.
“Director”
or
“officer”
means
an
individual
who
is
or
was
a
director
or
officer
,
respectively
,
of
a
corporation
or
who
,
while
a
director
or
officer
of
the
corporation,
is
or
was
serving
at
the
corporation
’s
request
as
a
director
,
officer
,
manager
,
partner
,
trustee,
employee,
or
agent
of
another
entity
or
employee
benefit
plan.
A
director
or
officer
is
considered
to
be
serving
an
employee
benefit
plan
at
the
corporation
’s
request
if
the
individual’s
duties
to
the
corporation
also
impose
duties
on,
or
otherwise
involve
services
by
,
the
individual
to
the
plan
or
to
participants
in
or
beneficiaries
of
the
plan.
“Director”
or
“officer”
includes,
unless
the
context
requires
otherwise,
the
estate
or
personal
representative
of
a
director
or
officer
.
3.
“Liability
”
means
the
obligation
to
pay
a
judgment,
settlement,
penalty
,
fine,
including
an
excise
tax
assessed
with
respect
to
an
employee
benefit
plan,
or
expenses
incurred
with
respect
to
a
proceeding.
4.
a.
“Official
capacity
”
means
the
following:
(1)
When
used
with
respect
to
a
director
,
the
office
of
director
in
a
corporation.
(2)
When
used
with
respect
to
an
officer
,
as
contemplated
in
section
490.856
,
the
office
in
a
corporation
held
by
the
officer
.
b.
“Official
capacity
”
does
not
include
service
for
any
other
domestic
or
foreign
corporation
or
any
joint
venture,
trust,
employee
benefit
plan,
or
other
entity
.
5.
“P
arty
”
means
an
individual
who
was,
is,
or
is
threatened
to
be
made
a
defendant
or
respondent
in
a
proceeding.
6.
“P
roceeding”
means
any
threatened,
pending,
or
completed
action,
suit,
or
proceeding,
whether
civil,
criminal,
administrative,
arbitrative,
or
investigative
and
whether
formal
or
informal.
89
Acts,
ch
288,
§98
;
2002
Acts,
ch
1154,
§44,
125
;
2005
Acts,
ch
19,
§72
;
2013
Acts,
ch
30,
§116
;
2013
Acts,
ch
31,
§33
–
35,
82
;
2021
Acts,
ch
165,
§110,
230
Referred
to
in
§490.202
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.851
P
ermissible
indemnification.
1.
Except
as
otherwise
provided
in
this
section
,
a
corporation
may
indemnify
an
individual
who
is
a
party
to
a
proceeding
because
the
individual
is
a
director
against
liability
incurred
in
the
proceeding
if
any
of
the
following
apply:
a.
All
of
the
following
apply:
(1)
The
director
’s
conduct
was
in
good
faith.
(2)
The
director
reasonably
believed:
(a)
In
the
case
of
conduct
in
an
official
capacity
,
that
the
director
’s
conduct
was
in
the
best
interests
of
the
corporation.
(b)
In
all
other
cases,
that
the
director
’s
conduct
was
at
least
not
opposed
to
the
best
interests
of
the
corporation.
(3)
In
the
case
of
any
criminal
proceeding,
the
director
had
no
reasonable
cause
to
believe
the
director
’s
conduct
was
unlawful.
b.
The
director
engaged
in
conduct
for
which
broader
indemnification
has
been
made
permissible
or
obligatory
under
a
provision
of
the
articles
of
incorporation,
as
authorized
by
section
490.202,
subsection
2
,
paragraph
“e”
.
2.
A
director
’s
conduct
with
respect
to
an
employee
benefit
plan
for
a
purpose
the
director
reasonably
believed
to
be
in
the
interests
of
the
participants
in,
and
the
beneficiaries
of,
the
plan
is
conduct
that
satisfies
the
requirement
of
subsection
1
,
paragraph
“a”
,
subparagraph
(2),
subparagraph
division
(b).
3.
The
termination
of
a
proceeding
by
judgment,
order
,
settlement,
or
conviction,
or
upon
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.851,
BUSINESS
CORPORA
TIONS
68
a
plea
of
nolo
contendere
or
its
equivalent,
is
not,
of
itself,
determinative
that
the
director
did
not
meet
the
relevant
standard
of
conduct
described
in
this
section
.
4.
Unless
ordered
by
a
court
under
section
490.854,
subsection
1
,
paragraph
“c”
,
a
corporation
shall
not
indemnify
a
director
in
any
of
the
following
circumstances:
a.
In
connection
with
a
proceeding
by
or
in
the
right
of
the
corporation,
except
for
expenses
incurred
in
connection
with
the
proceeding
if
it
is
determined
that
the
director
has
met
the
relevant
standard
of
conduct
under
subsection
1
.
b.
In
connection
with
any
proceeding
with
respect
to
conduct
for
which
the
director
was
adjudged
liable
on
the
basis
of
receiving
a
financial
benefit
to
which
the
director
was
not
entitled,
regardless
of
whether
it
involved
action
in
the
director
’s
official
capacity
.
89
Acts,
ch
288,
§99
;
2002
Acts,
ch
1154,
§45,
125
;
2003
Acts,
ch
44,
§84,
116
;
2021
Acts,
ch
165,
§111,
230
Referred
to
in
§490.854
,
490.855
,
490.858
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.852
Mandator
y
indemnification.
A
corporation
shall
indemnify
a
director
who
was
wholly
successful,
on
the
merits
or
otherwise,
in
the
defense
of
any
proceeding
to
which
the
director
was
a
party
because
the
director
is
or
was
a
director
of
the
corporation
against
expenses
incurred
by
the
director
in
connection
with
the
proceeding.
89
Acts,
ch
288,
§100
;
2002
Acts,
ch
1154,
§46,
125
;
2021
Acts,
ch
165,
§112,
230
Referred
to
in
§490.853
,
490.854
,
490.856
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.853
Advance
for
e
xpenses.
1.
A
corporation
may
,
before
final
disposition
of
a
proceeding,
advance
funds
to
pay
for
or
reimburse
expenses
incurred
in
connection
with
the
proceeding
by
an
individual
who
is
a
party
to
the
proceeding
because
that
individual
is
a
director
,
if
the
director
delivers
to
the
corporation
a
signed
written
undertaking
of
the
director
to
repay
any
funds
advanced
and
all
of
the
following
apply:
a.
The
director
is
not
entitled
to
mandatory
indemnification
under
section
490.852
.
b.
It
is
ultimately
determined
under
section
490.854
or
490.855
that
the
director
is
not
entitled
to
indemnification.
2.
The
undertaking
required
by
subsection
1
must
be
an
unlimited
general
obligation
of
the
director
but
need
not
be
secured
and
may
be
accepted
without
reference
to
the
financial
ability
of
the
director
to
make
repayment.
3.
A
uthorizations
under
this
section
shall
be
made
by
any
of
the
following:
a.
By
the
board
of
directors
as
follows:
(1)
If
there
are
two
or
more
qualified
directors,
by
a
majority
vote
of
all
of
the
qualified
directors,
a
majority
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
consisting
solely
of
two
or
more
qualified
directors
appointed
by
such
a
vote.
(2)
If
there
are
fewer
than
two
qualified
directors,
by
the
vote
necessary
for
action
by
the
board
of
directors
in
accordance
with
section
490.824,
subsection
3
,
in
which
authorization
directors
who
are
not
qualified
directors
may
participate.
b.
By
the
shareholders,
but
shares
owned
by
or
voted
under
the
control
of
a
director
who
at
the
time
is
not
a
qualified
director
shall
not
be
voted
on
the
authorization.
89
Acts,
ch
288,
§101
;
2002
Acts,
ch
1154,
§47,
125
;
2002
Acts,
ch
1175,
§89
;
2013
Acts,
ch
31,
§36,
82
;
2021
Acts,
ch
165,
§113,
230
Referred
to
in
§490.143
,
490.854
,
490.858
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.854
Court-
ordered
indemnification
and
advance
for
e
xpenses.
1.
A
person
who
is
a
party
to
a
proceeding
because
the
person
is
a
director
may
apply
for
indemnification
or
an
advance
for
expenses
to
the
court
conducting
the
proceeding
or
to
another
court
of
competent
jurisdiction.
After
receipt
of
an
application
and
after
giving
any
notice
it
considers
necessary
,
the
court
shall
do
any
of
the
following:
a.
Order
indemnification
if
the
court
determines
that
the
director
is
entitled
to
mandatory
indemnification
under
section
490.852
.
b.
Order
indemnification
or
advance
for
expenses
if
the
court
determines
that
the
director
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

69
BUSINESS
CORPORA
TIONS,
§490.856
is
entitled
to
indemnification
or
advance
for
expenses
pursuant
to
a
provision
authorized
by
section
490.858,
subsection
1
.
c.
(1)
Order
indemnification
or
advance
for
expenses
if
the
court
determines,
in
view
of
all
the
relevant
circumstances,
that
it
is
fair
and
reasonable
to
do
any
of
the
following:
(a)
Indemnify
the
director
.
(b)
Advance
expenses
to
the
director
.
(2)
The
court
shall
order
indemnification
or
advance
for
expenses,
even
if
in
the
case
of
subparagraph
(1),
subparagraph
division
(a)
or
(b),
the
director
has
not
met
the
relevant
standard
of
conduct
set
forth
in
section
490.851,
subsection
1
,
failed
to
comply
with
section
490.853
or
was
adjudged
liable
in
a
proceeding
referred
to
in
section
490.851,
subsection
4
,
paragraph
“a”
or
“b”
.
However
,
if
the
director
was
adjudged
so
liable
the
director
’s
indemnification
shall
be
limited
to
expenses
incurred
in
connection
with
the
proceeding.
2.
If
the
court
determines
that
the
director
is
entitled
to
indemnification
under
subsection
1
,
paragraph
“a”
,
or
to
indemnification
or
advance
for
expenses
under
subsection
1
,
paragraph
“b”
,
it
shall
also
order
the
corporation
to
pay
the
director
’s
expenses
incurred
in
connection
with
obtaining
court-
ordered
indemnification
or
advance
for
expenses.
If
the
court
determines
that
the
director
is
entitled
to
indemnification
or
advance
for
expenses
under
subsection
1
,
paragraph
“c”
,
it
may
also
order
the
corporation
to
pay
the
director
’s
expenses
to
obtain
court-
ordered
indemnification
or
advance
for
expenses.
89
Acts,
ch
288,
§102
;
2002
Acts,
ch
1154,
§48,
125
;
2021
Acts,
ch
165,
§114,
230
Referred
to
in
§490.851
,
490.853
,
490.856
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.855
Determination
and
authorization
of
indemnification.
1.
A
corporation
shall
not
indemnify
a
director
under
section
490.851
unless
authorized
for
a
specific
proceeding
after
a
determination
has
been
made
that
indemnification
is
permissible
because
the
director
has
met
the
relevant
standard
of
conduct
set
forth
in
section
490.851
.
2.
The
determination
shall
be
made
by
any
of
the
following:
a.
If
there
are
two
or
more
qualified
directors,
by
the
board
of
directors
by
a
majority
vote
of
all
the
qualified
directors,
a
majority
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
of
two
or
more
qualified
directors
appointed
by
such
a
vote.
b.
By
special
legal
counsel
selected
in
one
of
the
following
manners:
(1)
In
the
manner
prescribed
in
paragraph
“a”
.
(2)
If
there
are
fewer
than
two
qualified
directors,
selected
by
the
board
of
directors,
in
which
selection
directors
who
are
not
qualified
directors
may
participate.
c.
By
the
shareholders,
but
shares
owned
by
or
voted
under
the
control
of
a
director
who
at
the
time
is
not
a
qualified
director
shall
not
be
voted
on
the
determination.
3.
A
uthorization
of
indemnification
shall
be
made
in
the
same
manner
as
the
determination
that
indemnification
is
permissible,
except
that
if
there
are
fewer
than
two
qualified
directors
or
if
the
determination
is
made
by
special
legal
counsel,
authorization
of
indemnification
shall
be
made
by
those
entitled
to
select
special
legal
counsel
under
subsection
2
,
paragraph
“b”
,
subparagraph
(2).
89
Acts,
ch
288,
§103
;
2002
Acts,
ch
1154,
§49,
125
;
2013
Acts,
ch
31,
§37,
82
;
2021
Acts,
ch
165,
§115,
230
Referred
to
in
§490.143
,
490.853
,
490.858
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.856
Indemnification
of
officers.
1.
A
corporation
may
indemnify
and
advance
expenses
under
this
part
to
an
officer
who
is
a
party
to
a
proceeding
because
the
person
is
an
officer
,
according
to
all
of
the
following:
a.
T
o
the
same
extent
as
a
director
.
b.
If
the
person
is
an
officer
but
not
a
director
,
to
such
further
extent
as
may
be
provided
by
the
articles
of
incorporation
or
bylaws,
or
by
a
resolution
adopted
or
a
contract
approved
by
the
board
of
directors
or
shareholders,
except
for
any
of
the
following:
(1)
Liability
in
connection
with
a
proceeding
by
or
in
the
right
of
the
corporation
other
than
for
expenses
incurred
in
connection
with
the
proceeding.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.856,
BUSINESS
CORPORA
TIONS
70
(2)
Liability
arising
out
of
conduct
that
constitutes
any
of
the
following:
(a)
Receipt
by
the
officer
of
a
financial
benefit
to
which
the
officer
is
not
entitled.
(b)
An
intentional
infliction
of
harm
on
the
corporation
or
the
shareholders.
(c)
An
intentional
violation
of
criminal
law
.
2.
The
provisions
of
subsection
1
,
paragraph
“b”
,
shall
apply
to
an
officer
who
is
also
a
director
,
if
the
officer
is
made
a
party
to
the
proceeding
based
on
an
act
or
omission
solely
as
an
officer
.
3.
An
officer
who
is
not
a
director
is
entitled
to
mandatory
indemnification
under
section
490.852
,
and
may
apply
to
a
court
under
section
490.854
for
indemnification
or
an
advance
for
expenses,
in
each
case
to
the
same
extent
to
which
a
director
may
be
entitled
to
indemnification
or
advance
for
expenses
under
those
sections.
89
Acts,
ch
288,
§104
;
2002
Acts,
ch
1154,
§50,
125
;
2003
Acts,
ch
44,
§85
;
2021
Acts,
ch
165,
§116,
230
Referred
to
in
§490.850
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.857
Insurance.
A
corporation
may
purchase
and
maintain
insurance
on
behalf
of
an
individual
who
is
a
director
or
officer
of
the
corporation,
or
who
,
while
a
director
or
officer
of
the
corporation,
serves
at
the
corporation
’s
request
as
a
director
,
officer
,
partner
,
trustee,
employee,
or
agent
of
another
domestic
or
foreign
corporation,
or
a
joint
venture,
trust,
employee
benefit
plan,
or
other
entity
,
against
liability
asserted
against
or
incurred
by
the
individual
in
that
capacity
or
arising
from
the
individual’s
status
as
a
director
or
officer
,
regardless
of
whether
the
corporation
would
have
power
to
indemnify
or
advance
expenses
to
the
individual
against
the
same
liability
under
this
part
.
89
Acts,
ch
288,
§105
;
2002
Acts,
ch
1154,
§51,
125
;
2021
Acts,
ch
165,
§117,
230
Referred
to
in
§491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.858
V
ariation
by
corporate
action
—
application
of
part.
1.
A
corporation
may
,
by
a
provision
in
its
articles
of
incorporation
or
bylaws
or
in
a
resolution
adopted
or
a
contract
approved
by
the
board
of
directors
or
shareholders,
obligate
itself
in
advance
of
the
act
or
omission
giving
rise
to
a
proceeding
to
provide
indemnification
in
accordance
with
section
490.851
or
advance
funds
to
pay
for
or
reimburse
expenses
in
accordance
with
section
490.853
.
Any
such
obligatory
provision
shall
be
deemed
to
satisfy
the
requirements
for
authorization
referred
to
in
section
490.853,
subsection
3
,
and
in
section
490.855,
subsection
3
.
Any
such
provision
that
obligates
the
corporation
to
provide
indemnification
to
the
fullest
extent
permitted
by
law
shall
be
deemed
to
obligate
the
corporation
to
advance
funds
to
pay
for
or
reimburse
expenses
in
accordance
with
section
490.853
to
the
fullest
extent
permitted
by
law
,
unless
the
provision
expressly
provides
otherwise.
2.
A
right
of
indemnification
or
to
advances
for
expenses
created
by
this
part
or
under
subsection
1
and
in
effect
at
the
time
of
an
act
or
omission
shall
not
be
eliminated
or
impaired
with
respect
to
such
act
or
omission
by
an
amendment
of
the
articles
of
incorporation
or
bylaws
or
a
resolution
of
the
board
of
directors
or
shareholders,
adopted
after
the
occurrence
of
such
act
or
omission,
unless,
in
the
case
of
a
right
created
under
subsection
1
,
the
provision
creating
such
right
and
in
effect
at
the
time
of
such
act
or
omission
explicitly
authorizes
such
elimination
or
impairment
after
such
act
or
omission
has
occurred.
3.
Any
provision
pursuant
to
subsection
1
shall
not
obligate
the
corporation
to
indemnify
or
advance
expenses
to
a
director
of
a
predecessor
of
the
corporation,
pertaining
to
conduct
with
respect
to
the
predecessor
,
unless
otherwise
expressly
provided.
Any
provision
for
indemnification
or
advance
for
expenses
in
the
articles
of
incorporation,
or
bylaws,
or
a
resolution
of
the
board
of
directors
or
shareholders
of
a
predecessor
of
the
corporation
in
a
merger
or
in
a
contract
to
which
the
predecessor
is
a
party
,
existing
at
the
time
the
merger
takes
effect,
shall
be
governed
by
section
490.1107,
subsection
1
,
paragraph
“d”
.
4.
Subject
to
subsection
2
,
a
corporation
may
,
by
a
provision
in
its
articles
of
incorporation,
limit
any
of
the
rights
to
indemnification
or
advance
for
expenses
created
by
or
pursuant
to
this
part
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

71
BUSINESS
CORPORA
TIONS,
§490.860
5.
This
part
does
not
limit
a
corporation
’s
power
to
pay
or
reimburse
expenses
incurred
by
a
director
or
an
officer
in
connection
with
appearing
as
a
witness
in
a
proceeding
at
a
time
when
the
director
or
officer
is
not
a
party
.
6.
This
part
does
not
limit
a
corporation
’s
power
to
indemnify
,
advance
expenses
to
,
or
provide
or
maintain
insurance
on
behalf
of
an
employee
or
agent.
89
Acts,
ch
288,
§106
;
2002
Acts,
ch
1154,
§52,
125
;
2013
Acts,
ch
31,
§38,
39,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§118,
230
Referred
to
in
§490.854
,
491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
490.859
Ex
clusivity
of
part.
A
corporation
may
provide
indemnification
or
advance
expenses
to
a
director
or
an
officer
only
as
permitted
by
this
part.
2002
Acts,
ch
1154,
§53,
125
Referred
to
in
§491.3
,
491.16
,
497.34
,
498.36
,
499.59A
,
508C.16
,
524.801
P
ART
6
DIRECTOR
’S
CONFLICTING
INTEREST
TRANSACTIONS
490.860
P
art
definitions.
As
used
in
this
part
,
unless
otherwise
specified:
1.
“Control”
,
including
the
term
“controlled
by
”
,
means
any
of
the
following:
a.
Having
the
power
,
directly
or
indirectly
,
to
elect
or
remove
a
majority
of
the
members
of
the
board
of
directors
or
other
governing
body
of
an
entity
,
whether
through
the
ownership
of
voting
shares
or
interests,
by
contract,
or
otherwise.
b.
Being
subject
to
a
majority
of
the
risk
of
loss
from
the
entity
’s
activities
or
entitled
to
receive
a
majority
of
the
entity
’s
residual
returns.
2.
“Director’s
conflicting
interest
transaction
”
means
a
transaction
effected
or
proposed
to
be
effected
by
the
corporation,
or
by
an
entity
controlled
by
the
corporation,
to
which,
or
respecting
which,
any
of
the
following
applies:
a.
T
o
which,
at
the
relevant
time,
the
director
is
a
party
.
b.
Respecting
which,
at
the
relevant
time,
the
director
had
knowledge
and
a
material
financial
interest
known
to
the
director
.
c.
Respecting
which,
at
the
relevant
time,
the
director
knew
that
a
related
person
was
a
party
or
had
a
material
financial
interest.
3.
“F
air
to
the
corporation
”
means,
for
purposes
of
section
490.861,
subsection
2
,
paragraph
“c”
,
that
the
transaction
as
a
whole
was
beneficial
to
the
corporation,
taking
into
appropriate
account
whether
it
was
all
of
the
following:
a.
F
air
in
terms
of
the
director
’s
dealings
with
the
corporation.
b.
Comparable
to
what
might
have
been
obtainable
in
an
arm’s
length
transaction,
given
the
consideration
paid
or
received
by
the
corporation.
4.
“Material
financial
interest”
means
a
financial
interest
in
a
transaction
that
would
reasonably
be
expected
to
impair
the
objectivity
of
the
director
’s
judgment
when
participating
in
action
on
the
authorization
of
the
transaction.
5.
“Related
person
”
means
any
of
the
following:
a.
The
individual’s
spouse.
b.
A
child,
stepchild,
grandchild,
parent,
stepparent,
grandparent,
sibling,
stepsibling,
half
sibling,
aunt,
uncle,
niece,
or
nephew
,
or
spouse
of
any
such
person,
of
the
individual
or
of
the
individual’s
spouse.
c.
A
natural
person
living
in
the
same
home
as
the
individual.
d.
An
entity
,
other
than
the
corporation
or
an
entity
controlled
by
the
corporation,
controlled
by
the
individual
or
any
person
specified
in
this
subsection
.
e.
Any
of
the
following:
(1)
A
domestic
or
foreign
business
or
nonprofit
corporation,
other
than
the
corporation
or
an
entity
controlled
by
the
corporation,
of
which
the
individual
is
a
director
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.860,
BUSINESS
CORPORA
TIONS
72
(2)
A
domestic
or
foreign
unincorporated
entity
of
which
the
individual
is
a
general
partner
or
a
member
of
the
governing
body
.
(3)
A
domestic
or
foreign
individual,
trust,
or
estate
for
whom
or
of
which
the
individual
is
a
trustee,
guardian,
personal
representative,
or
like
fiduciary
.
f
.
A
person
that
is,
or
an
entity
that
is
controlled
by
,
an
employer
of
the
individual.
6.
“Relevant
time”
means
the
following:
a.
The
time
at
which
directors’
action
respecting
the
transaction
is
taken
in
compliance
with
section
490.862
.
b.
If
the
transaction
is
not
brought
before
the
board
of
directors
or
a
board
committee
for
action
under
section
490.862
,
at
the
time
the
corporation
or
an
entity
controlled
by
the
corporation
becomes
legally
obligated
to
consummate
the
transaction.
7.
“Required
disclosure”
means
disclosure
of
all
of
the
following:
a.
The
existence
and
nature
of
the
director
’s
conflicting
interest.
b.
All
facts
known
to
the
director
respecting
the
subject
matter
of
the
transaction
that
a
director
free
of
such
conflicting
interest
would
reasonably
believe
to
be
material
in
deciding
whether
to
proceed
with
the
transaction.
2013
Acts,
ch
31,
§40,
82
;
2014
Acts,
ch
1092,
§106
;
2021
Acts,
ch
165,
§119,
230
Referred
to
in
§490.202
,
490.862
,
490.863
,
490.870
,
491.16A
490.861
Judicial
action.
1.
A
transaction
effected
or
proposed
to
be
effected
by
the
corporation,
or
by
an
entity
controlled
by
the
corporation,
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
other
sanctions
against
a
director
of
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
right
of
the
corporation,
on
the
ground
that
the
director
has
an
interest
respecting
the
transaction,
if
it
is
not
a
director
’s
conflicting
interest
transaction.
2.
A
director
’s
conflicting
interest
transaction
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
other
sanctions
against
a
director
of
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
right
of
the
corporation,
on
the
ground
that
the
director
has
an
interest
respecting
the
transaction,
if
any
of
the
following
apply:
a.
Directors’
action
respecting
the
transaction
was
taken
in
compliance
with
section
490.862
at
any
time.
b.
Shareholders’
action
respecting
the
transaction
was
taken
in
compliance
with
section
490.863
at
any
time.
c.
The
transaction,
judged
according
to
the
circumstances
at
the
relevant
time,
is
established
to
have
been
fair
to
the
corporation.
2013
Acts,
ch
31,
§41,
82
;
2021
Acts,
ch
165,
§120,
230
Referred
to
in
§490.831
,
490.860
,
490.862
,
490.863
,
491.16A
490.862
Directors’
action.
1.
Directors’
action
respecting
a
director
’s
conflicting
interest
transaction
is
effective
for
purposes
of
section
490.861,
subsection
2
,
paragraph
“a”
,
if
the
transaction
has
been
authorized
by
the
affirmative
vote
of
a
majority
,
but
no
fewer
than
two
,
of
the
qualified
directors
who
voted
on
the
transaction,
after
required
disclosure
by
the
conflicted
director
of
information
not
already
known
by
such
qualified
directors,
or
after
modified
disclosure
in
compliance
with
subsection
2
,
provided
that
all
of
the
following
apply:
a.
The
qualified
directors
have
deliberated
and
voted
outside
the
presence
of
and
without
the
participation
by
any
other
director
.
b.
Where
the
action
has
been
taken
by
a
board
committee,
all
members
of
the
committee
were
qualified
directors,
and
any
of
the
following
apply:
(1)
The
committee
was
composed
of
all
the
qualified
directors
on
the
board
of
directors.
(2)
The
members
of
the
committee
were
appointed
by
the
affirmative
vote
of
a
majority
of
the
qualified
directors
on
the
board
of
directors.
2.
Notwithstanding
subsection
1
,
when
a
transaction
is
a
director
’s
conflicting
interest
transaction
only
because
a
related
person
described
in
section
490.860,
subsection
5
,
paragraph
“e”
or
“
f
”
,
is
a
party
to
or
has
a
material
financial
interest
in
the
transaction,
the
conflicted
director
is
not
obligated
to
make
required
disclosure
to
the
extent
that
the
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

73
BUSINESS
CORPORA
TIONS,
§490.863
director
reasonably
believes
that
doing
so
would
violate
a
duty
imposed
under
law
,
a
legally
enforceable
obligation
of
confidentiality
,
or
a
professional
ethics
rule,
provided
that
the
conflicted
director
discloses
to
the
qualified
directors
voting
on
the
transaction
all
of
the
following:
a.
All
information
required
to
be
disclosed
that
is
not
so
violative.
b.
The
existence
and
nature
of
the
director
’s
conflicting
interest.
c.
The
nature
of
the
conflicted
director
’s
duty
not
to
disclose
the
confidential
information.
3.
A
majority
,
but
no
fewer
than
two
,
of
all
the
qualified
directors
on
the
board
of
directors,
or
on
the
board
committee,
constitutes
a
quorum
for
purposes
of
action
that
complies
with
this
section
.
4.
Where
directors’
action
under
this
section
does
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
authorization
of
the
transaction
by
reason
of
the
articles
of
incorporation
or
bylaws,
or
a
provision
of
law
,
independent
action
to
satisfy
those
authorization
requirements
shall
be
taken
by
the
board
of
directors
or
a
board
committee,
in
which
action
directors
who
are
not
qualified
directors
may
participate.
2013
Acts,
ch
31,
§42,
82
;
2021
Acts,
ch
165,
§121,
230
Referred
to
in
§490.143
,
490.202
,
490.831
,
490.860
,
490.861
,
490.870
,
490.1301
,
490.1340
,
491.16A
490.863
Shareholders’
action.
1.
a.
Shareholders’
action
respecting
a
director
’s
conflicting
interest
transaction
is
effective
for
purposes
of
section
490.861,
subsection
2
,
paragraph
“b”
,
if
a
majority
of
the
votes
cast
by
the
holders
of
all
qualified
shares
are
in
favor
of
the
transaction
after
all
of
the
following
occur
:
(1)
Notice
to
shareholders
describing
the
action
to
be
taken
respecting
the
transaction.
(2)
P
rovision
to
the
corporation
of
the
information
referred
to
in
subsection
2
.
(3)
Communication
to
the
shareholders
entitled
to
vote
on
the
transaction
of
the
information
that
is
the
subject
of
required
disclosure,
to
the
extent
the
information
is
not
known
by
them.
b.
In
the
case
of
shareholders’
action
at
a
meeting,
the
shareholders
entitled
to
vote
shall
be
determined
as
of
the
record
date
for
notice
of
the
meeting.
2.
A
director
who
has
a
conflicting
interest
respecting
the
transaction
shall,
before
the
shareholders’
vote,
inform
the
secretary
or
other
officer
or
agent
of
the
corporation
authorized
to
tabulate
votes,
in
writing,
of
the
number
of
shares
that
the
director
knows
are
not
qualified
shares
under
subsection
3
,
and
the
identity
of
the
holders
of
those
shares.
3.
As
used
in
this
section
:
a.
“Holder”
means
and
“held
by
”
refers
to
shares
held
by
a
record
shareholder
,
a
beneficial
shareholder
,
or
an
unrestricted
voting
trust
beneficial
owner
.
b.
“Qualified
shares”
means
all
shares
entitled
to
be
voted
with
respect
to
the
transaction
except
for
shares
that
the
secretary
or
other
officer
or
agent
of
the
corporation
authorized
to
tabulate
votes
either
knows,
or
under
subsection
2
is
notified,
are
held
by
any
of
the
following:
(1)
A
director
who
has
a
conflicting
interest
respecting
the
transaction.
(2)
A
related
person
of
the
director
,
excluding
a
person
described
in
section
490.860,
subsection
5
,
paragraph
“
f
”
.
4.
A
majority
of
the
votes
entitled
to
be
cast
by
the
holders
of
all
qualified
shares
constitutes
a
quorum
for
purposes
of
compliance
with
this
section
.
Subject
to
the
provisions
of
subsection
5
,
shareholders’
action
that
otherwise
complies
with
this
section
is
not
affected
by
the
presence
of
holders,
or
by
the
voting,
of
shares
that
are
not
qualified
shares.
5.
If
a
shareholders’
vote
does
not
comply
with
subsection
1
solely
because
of
a
director
’s
failure
to
comply
with
subsection
2
,
and
if
the
director
establishes
that
the
failure
was
not
intended
to
influence
and
did
not
in
fact
determine
the
outcome
of
the
vote,
the
court
may
take
such
action
respecting
the
transaction
and
the
director
,
and
may
give
such
effect,
if
any
,
to
the
shareholders’
vote,
as
the
court
considers
appropriate
in
the
circumstances.
6.
Where
shareholders’
action
under
this
section
does
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
authorization
of
the
transaction
by
reason
of
the
articles
of
incorporation
or
bylaws,
or
a
provision
of
law
,
independent
action
to
satisfy
those
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.863,
BUSINESS
CORPORA
TIONS
74
authorization
requirements
shall
be
taken
by
the
shareholders,
in
which
action
shares
that
are
not
qualified
shares
may
participate.
2013
Acts,
ch
31,
§43,
82
;
2013
Acts,
ch
140,
§71
;
2021
Acts,
ch
165,
§122,
230
Referred
to
in
§490.831
,
490.861
,
490.870
,
490.1340
,
491.16A
490.864
through
490.869
Reserved.
P
ART
7
BUSINESS
OPPORTUNITIES
490.870
Business
opportunities.
1.
If
a
director
or
officer
pursues
or
takes
advantage
of
a
business
opportunity
directly
,
or
indirectly
through
or
on
behalf
of
another
person,
that
action
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
other
sanctions
against
the
director
,
officer
,
or
other
person,
in
a
proceeding
by
or
in
the
right
of
the
corporation
on
the
ground
that
the
opportunity
should
have
first
been
offered
to
the
corporation,
if
any
of
the
following
apply:
a.
Before
the
director
,
officer
,
or
other
person
becomes
legally
obligated
respecting
the
opportunity
,
the
director
or
officer
brings
it
to
the
attention
of
the
corporation
and
any
of
the
following
apply:
(1)
Action
by
qualified
directors
disclaiming
the
corporation
’s
interest
in
the
opportunity
is
taken
in
compliance
with
the
same
procedures
as
are
set
forth
in
section
490.862
.
(2)
Shareholders’
action
disclaiming
the
corporation
’s
interest
in
the
opportunity
is
taken
in
compliance
with
the
procedures
set
forth
in
section
490.863
,
in
either
case
as
if
the
decision
being
made
concerned
a
director
’s
conflicting
interest
transaction;
except
that,
rather
than
making
required
disclosure
as
defined
in
section
490.860
,
the
director
or
officer
shall
have
made
prior
disclosure
to
those
acting
on
behalf
of
the
corporation
of
all
material
facts
concerning
the
business
opportunity
known
to
the
director
or
officer
.
b.
The
duty
to
offer
the
corporation
the
business
opportunity
has
been
limited
or
eliminated
pursuant
to
a
provision
of
the
articles
of
incorporation
adopted,
and
where
required,
made
effective
by
action
of
qualified
directors,
in
accordance
with
section
490.202,
subsection
2
,
paragraph
“
f
”
.
2.
In
any
proceeding
seeking
equitable
relief
or
other
remedies
based
upon
an
alleged
improper
pursuit
or
taking
advantage
of
a
business
opportunity
by
a
director
or
officer
,
directly
,
or
indirectly
through
or
on
behalf
of
another
person,
the
fact
that
the
director
or
officer
did
not
employ
the
procedure
described
in
subsection
1
,
paragraph
“a”
,
subparagraph
(1)
or
(2),
before
pursuing
or
taking
advantage
of
the
opportunity
shall
not
create
an
implication
that
the
opportunity
should
have
been
first
presented
to
the
corporation
or
alter
the
burden
of
proof
otherwise
applicable
to
establish
that
the
director
or
officer
breached
a
duty
to
the
corporation
in
the
circumstances.
2008
Acts,
ch
1015,
§3
;
2013
Acts,
ch
31,
§44,
82
;
2021
Acts,
ch
165,
§123,
230
Referred
to
in
§490.143
,
490.831
,
491.16A
490.871
through
490.900
Reserved.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

75
BUSINESS
CORPORA
TIONS,
§490.903
SUBCHAPTER
IX
DOMESTICA
TION
AND
CONVERSION
Referred
to
in
§490.1340
P
ART
1
PRELIMINAR
Y
PRO
VISIONS
490.901
Subchapter
definitions.
1.
As
used
in
this
subchapter
:
a.
“Conversion
”
means
a
transaction
pursuant
to
part
3
.
b.
“Converted
entity
”
means
the
converting
entity
as
it
continues
in
existence
after
a
conversion.
c.
“Converting
entity
”
means
the
domestic
corporation
that
approves
a
plan
of
conversion
pursuant
to
section
490.932
or
the
domestic
or
foreign
eligible
entity
that
approves
a
conversion
pursuant
to
the
organic
law
of
the
eligible
entity
.
d.
“Domesticated
corporation
”
means
the
domesticating
corporation
as
it
continues
in
existence
after
a
domestication.
e.
“Domesticating
corporation
”
means
the
domestic
corporation
that
approves
a
plan
of
domestication
pursuant
to
section
490.921
or
the
foreign
corporation
that
approves
a
domestication
pursuant
to
the
organic
law
of
the
foreign
corporation.
f
.
“Domestication
”
means
a
transaction
pursuant
to
part
2
.
g.
“P
rotected
agreement”
means
any
of
the
following:
(1)
A
document
evidencing
indebtedness
of
a
domestic
corporation
or
eligible
entity
and
any
related
agreement
in
effect
immediately
before
the
enactment
date.
(2)
An
agreement
that
is
binding
on
a
domestic
corporation
or
eligible
entity
immediately
before
the
enactment
date.
(3)
The
articles
of
incorporation
or
bylaws
of
a
domestic
corporation
or
the
organic
rules
of
a
domestic
eligible
entity
,
in
each
case
in
effect
immediately
before
the
enactment
date.
(4)
An
agreement
that
is
binding
on
any
of
the
shareholders,
members,
interest
holders,
directors,
or
other
governors
of
a
domestic
corporation
or
eligible
entity
,
in
their
capacities
as
such,
immediately
before
the
enactment
date.
2.
As
used
in
subsection
1
and
sections
490.920
and
490.930
,
“enactment
date”
means
January
1,
2022,
as
it
relates
to
domestications
and
January
1,
2009,
as
it
relates
to
conversions.
2021
Acts,
ch
165,
§124,
216,
230
F
ormer
section
490.901
amended
effective
June
8,
2021,
and
repealed
pursuant
to
its
own
terms
effective
January
1,
2022;
2021
Acts,
ch
165,
§263,
266
;
see
§490.209
490.902
Ex
cluded
transactions.
This
subchapter
shall
not
be
used
to
effect
a
transaction
that
converts
a
company
organized
on
the
mutual
principle
to
one
organized
on
the
basis
of
share
ownership.
2021
Acts,
ch
165,
§125,
230
F
ormer
section
490.902
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§125,
230
;
see
§490.905
490.903
Required
approvals.
If
a
domestic
or
foreign
corporation
or
eligible
entity
shall
not
be
a
party
to
a
merger
without
the
approval
of
the
superintendent
of
banking,
the
commissioner
of
insurance,
or
the
Iowa
utilities
commission,
and
the
applicable
statutes
or
regulations
do
not
specifically
deal
with
transactions
under
this
subchapter
but
do
require
such
approval
for
mergers,
a
corporation
or
eligible
entity
shall
not
be
a
party
to
a
transaction
under
this
subchapter
without
the
prior
approval
of
that
agency
or
official.
2021
Acts,
ch
165,
§126,
230
;
2022
Acts,
ch
1032,
§109,
112
;
2024
Acts,
ch
1170,
§369
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.904,
BUSINESS
CORPORA
TIONS
76
490.904
Relationship
of
subchapter
to
other
laws.
A
transaction
effected
under
this
subchapter
shall
not
create
or
impair
a
right,
duty
,
or
obligation
of
a
person
under
the
statutory
law
of
this
state
other
than
this
subchapter
relating
to
a
change
in
control,
business
combination,
control-share
acquisition,
or
similar
transaction
involving
a
domesticating
or
converting
domestic
corporation,
unless
the
approval
of
the
plan
of
domestication
or
conversion
is
by
a
vote
of
the
shareholders
or
the
board
of
directors
which
would
be
sufficient
to
create
or
impair
the
right,
duty
,
or
obligation
directly
under
that
law
.
2021
Acts,
ch
165,
§127,
230
490.905
F
oreign
insurance
companies
becoming
domestic.
1.
The
secretary
of
state,
upon
a
corporation
complying
with
this
section
and
upon
the
filing
of
articles
of
incorporation
and
upon
receipt
of
the
fees
as
provided
in
this
chapter
,
shall
issue
an
acknowledgment
of
receipt
of
document
as
of
the
date
of
the
filing
of
the
articles
of
incorporation
with
the
secretary
of
state.
The
acknowledgment
of
receipt
of
document
shall
state
on
its
face
that
it
is
issued
in
accordance
with
this
section
.
The
secretary
of
state
shall
then
notify
the
appropriate
officer
of
the
state
or
country
of
the
corporation
’s
last
domicile
that
the
corporation
is
now
a
domestic
corporation
domiciled
in
this
state.
This
section
applies
to
life
insurance
companies,
and
to
insurance
companies
doing
business
under
chapter
515
.
2.
A
corporation
becoming
domiciled
in
this
state
under
subsection
1
shall
not
be
required
to
comply
with
any
other
requirements
under
this
subchapter
.
2021
Acts,
ch
165,
§128,
230
Referred
to
in
§508.12
,
515.78
,
515E.3A
490.906
through
490.919
Reserved.
P
ART
2
DOMESTICA
TION
Referred
to
in
§490.901
490.920
Domestication.
1.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
corporations,
a
foreign
corporation
may
become
a
domestic
corporation
if
the
domestication
is
permitted
by
the
organic
law
of
the
foreign
corporation.
2.
By
complying
with
the
provisions
of
this
part
,
a
domestic
corporation
may
become
a
foreign
corporation
pursuant
to
a
plan
of
domestication
if
the
domestication
is
permitted
by
the
organic
law
of
the
foreign
corporation.
3.
The
plan
of
domestication
must
include
all
of
the
following:
a.
The
name
of
the
domesticating
corporation.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
corporation.
c.
The
manner
and
basis
of
reclassifying
the
shares
of
the
domesticating
corporation
into
shares
or
other
securities,
obligations,
rights
to
acquire
shares
or
other
securities,
cash,
other
property
,
or
any
combination
of
the
foregoing.
d.
The
proposed
articles
of
incorporation
and
bylaws
of
the
domesticated
corporation.
e.
The
other
terms
and
conditions
of
the
domestication.
4.
In
addition
to
the
requirements
of
subsection
3
,
a
plan
of
domestication
may
contain
any
other
provision
not
prohibited
by
law
.
5.
The
terms
of
a
plan
of
domestication
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
plan
in
accordance
with
section
490.120,
subsection
11
.
6.
If
a
protected
agreement
of
a
domestic
domesticating
corporation
in
effect
immediately
before
the
domestication
becomes
effective
contains
a
provision
applying
to
a
merger
of
the
corporation
and
the
agreement
does
not
refer
to
a
domestication
of
the
corporation,
the
provision
applies
to
a
domestication
of
the
corporation
as
if
the
domestication
were
a
merger
until
such
time
as
the
provision
is
first
amended
after
the
enactment
date.
2021
Acts,
ch
165,
§129,
230
Referred
to
in
§490.901
,
490.1302
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

77
BUSINESS
CORPORA
TIONS,
§490.922
490.921
Action
on
a
plan
of
domestication.
In
the
case
of
a
domestication
of
a
domestic
corporation
into
a
foreign
jurisdiction,
the
plan
of
domestication
shall
be
adopted
in
the
following
manner
:
1.
The
plan
of
domestication
shall
first
be
adopted
by
the
board
of
directors.
2.
a.
The
plan
of
domestication
shall
then
be
approved
by
the
shareholders.
In
submitting
the
plan
of
domestication
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
the
following
applies:
(1)
The
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation.
(2)
Section
490.826
applies.
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
3.
The
board
of
directors
may
set
conditions
for
approval
of
the
plan
of
domestication
by
the
shareholders
or
the
effectiveness
of
the
plan
of
domestication.
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
of
domestication
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
domestication
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
by
a
copy
of
the
articles
of
incorporation
and
the
bylaws
as
they
will
be
in
effect
immediately
after
the
domestication.
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
domestication
requires
all
of
the
following:
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan.
b.
Except
as
provided
in
subsection
6
,
the
approval
of
each
class
or
series
of
shares
voting
as
a
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan
by
that
voting
group.
6.
The
articles
of
incorporation
may
expressly
limit
or
eliminate
the
separate
voting
rights
provided
in
subsection
5
,
paragraph
“b”
,
as
to
any
class
or
series
of
shares,
except
when
the
articles
of
incorporation
of
the
foreign
corporation
resulting
from
the
domestication
include
what
would
be
in
effect
an
amendment
that
would
entitle
the
class
or
series
to
vote
as
a
separate
group
under
section
490.1004
if
it
were
a
proposed
amendment
of
the
articles
of
incorporation
of
the
domestic
domesticating
corporation.
7.
If
as
a
result
of
a
domestication
one
or
more
shareholders
of
a
domestic
domesticating
corporation
would
become
subject
to
interest
holder
liability
,
approval
of
the
plan
of
domestication
shall
require
the
signing
in
connection
with
the
domestication,
by
each
such
shareholder
,
of
a
separate
written
consent
to
become
subject
to
such
interest
holder
liability
,
unless
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
with
respect
to
the
domesticating
corporation,
the
terms
and
conditions
of
the
interest
holder
liability
with
respect
to
the
domesticated
corporation
are
substantially
identical
to
those
of
the
existing
interest
holder
liability
,
other
than
for
changes
that
eliminate
or
reduce
such
interest
holder
liability
.
2021
Acts,
ch
165,
§130,
230
Referred
to
in
§490.901
490.922
Articles
of
domestication
—
effectiveness.
1.
After
a
plan
of
domestication
of
a
domestic
corporation
has
been
adopted
and
approved
as
required
by
this
chapter
,
or
a
foreign
corporation
that
is
the
domesticating
corporation
has
approved
a
domestication
as
required
under
its
organic
law
,
articles
of
domestication
shall
be
signed
by
the
domesticating
corporation.
The
articles
must
set
forth
all
of
the
following:
a.
The
name
of
the
domesticating
corporation
and
its
jurisdiction
of
formation.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
corporation.
c.
If
the
domesticating
corporation
is
a
domestic
corporation,
a
statement
that
the
plan
of
domestication
was
approved
in
accordance
with
this
subchapter
or
,
if
the
domesticating
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.922,
BUSINESS
CORPORA
TIONS
78
corporation
is
a
foreign
corporation,
a
statement
that
the
domestication
was
approved
in
accordance
with
its
organic
law
.
2.
If
the
domesticated
corporation
is
a
domestic
corporation,
the
articles
of
domestication
must
attach
articles
of
incorporation
of
the
domesticated
corporation
that
satisfy
the
requirements
of
section
490.202
.
P
rovisions
that
would
not
be
required
to
be
included
in
restated
articles
of
incorporation
may
be
omitted
from
the
articles
of
incorporation
attached
to
the
articles
of
domestication.
3.
The
articles
of
domestication
shall
be
delivered
to
the
secretary
of
state
for
filing,
and
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
490.123
.
4.
If
the
domesticated
corporation
is
a
domestic
corporation,
the
domestication
becomes
effective
when
the
articles
of
domestication
are
effective.
If
the
domesticated
corporation
is
a
foreign
corporation,
the
domestication
becomes
effective
on
the
later
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
domesticated
corporation.
b.
When
the
articles
of
domestication
are
effective.
5.
If
the
domesticating
corporation
is
a
registered
foreign
corporation,
its
registration
statement
shall
be
canceled
automatically
when
the
domestication
becomes
effective.
2021
Acts,
ch
165,
§131,
230
;
2022
Acts,
ch
1058,
§12
490.923
Amendment
of
plan
of
domestication
—
abandonment.
1.
A
plan
of
domestication
of
a
domestic
corporation
may
be
amended
by
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
plan,
except
that
a
shareholder
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
plan
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
shares
or
other
securities,
obligations,
rights
to
acquire
shares
or
other
securities,
cash,
other
property
,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
shareholders
of
the
domesticating
corporation
under
the
plan.
(2)
The
articles
of
incorporation
or
bylaws
of
the
domesticated
corporation
that
will
be
in
effect
immediately
after
the
domestication
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
shareholders
of
the
domesticated
corporation
under
its
organic
law
or
its
proposed
articles
of
incorporation
or
bylaws
as
set
forth
in
the
plan.
(3)
Any
of
the
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
shareholder
in
any
material
respect.
2.
After
a
plan
of
domestication
has
been
adopted
and
approved
by
a
domestic
corporation
as
required
by
this
part
,
and
before
the
articles
of
domestication
have
become
effective,
the
plan
may
be
abandoned
by
the
corporation
without
action
by
its
shareholders
in
accordance
with
any
procedures
set
forth
in
the
plan
or
,
if
no
such
procedures
are
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
directors.
3.
If
a
domestication
is
abandoned
after
the
articles
of
domestication
have
been
delivered
to
the
secretary
of
state
for
filing
but
before
the
articles
of
domestication
have
become
effective,
articles
of
abandonment,
signed
by
the
domesticating
corporation,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
articles
of
domestication
become
effective.
The
articles
of
abandonment
take
effect
upon
filing,
and
the
domestication
shall
be
deemed
abandoned
and
shall
not
become
effective.
The
articles
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
domesticating
corporation.
b.
The
date
on
which
the
articles
of
domestication
were
filed
by
the
secretary
of
state.
c.
A
statement
that
the
domestication
has
been
abandoned
in
accordance
with
this
section
.
2021
Acts,
ch
165,
§132,
230
490.924
Effect
of
domestication.
1.
When
a
domestication
becomes
effective
all
of
the
following
apply:
a.
All
property
owned
by
,
and
every
contract
right
possessed
by
,
the
domesticating
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

79
BUSINESS
CORPORA
TIONS,
§490.924
corporation
are
the
property
and
contract
rights
of
the
domesticated
corporation
without
transfer
,
reversion,
or
impairment.
b.
All
debts,
obligations,
and
other
liabilities
of
the
domesticating
corporation
are
the
debts,
obligations,
and
other
liabilities
of
the
domesticated
corporation.
c.
The
name
of
the
domesticated
corporation
may
but
need
not
be
substituted
for
the
name
of
the
domesticating
corporation
in
any
pending
proceeding.
d.
The
articles
of
incorporation
and
bylaws
of
the
domesticated
corporation
become
effective.
e.
The
shares
of
the
domesticating
corporation
are
reclassified
into
shares
or
other
securities,
obligations,
rights
to
acquire
shares
or
other
securities,
cash,
or
other
property
in
accordance
with
the
terms
of
the
domestication,
and
the
shareholders
of
the
domesticating
corporation
are
entitled
only
to
the
rights
provided
to
them
by
those
terms
and
to
any
appraisal
rights
they
may
have
under
the
organic
law
of
the
domesticating
corporation.
f
.
The
domesticated
corporation
is
all
of
the
following:
(1)
Incorporated
under
and
subject
to
the
organic
law
of
the
domesticated
corporation.
(2)
The
same
corporation
without
interruption
as
the
domesticating
corporation.
(3)
Deemed
to
have
been
incorporated
on
the
date
the
domesticating
corporation
was
originally
incorporated.
2.
When
a
domestication
of
a
domestic
corporation
into
a
foreign
jurisdiction
becomes
effective,
the
domesticated
corporation
is
deemed
to
have
done
all
of
the
following:
a.
Appointed
the
secretary
of
state
as
its
agent
for
service
of
process
in
a
proceeding
to
enforce
the
rights
of
shareholders
who
exercise
appraisal
rights
in
connection
with
the
domestication.
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any
,
to
which
such
shareholders
are
entitled
under
subchapter
XIII
.
3.
Except
as
otherwise
provided
in
the
organic
law
or
organic
rules
of
a
domesticating
foreign
corporation,
the
interest
holder
liability
of
a
shareholder
in
a
foreign
corporation
that
is
domesticated
into
this
state
who
had
interest
holder
liability
in
respect
of
such
domesticating
corporation
before
the
domestication
becomes
effective
shall
be
as
follows:
a.
The
domestication
does
not
discharge
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arose
before
the
domestication
becomes
effective.
b.
The
provisions
of
the
organic
law
of
the
domesticating
corporation
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
domestication
had
not
occurred.
c.
The
shareholder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
of
the
domesticating
corporation
with
respect
to
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
domestication
had
not
occurred.
d.
The
shareholder
shall
not,
by
reason
of
such
prior
interest
holder
liability
,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
are
incurred
after
the
domestication
becomes
effective.
4.
A
shareholder
who
becomes
subject
to
interest
holder
liability
in
respect
of
the
domesticated
corporation
as
a
result
of
the
domestication
shall
have
such
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
domestication
becomes
effective.
5.
A
domestication
does
not
constitute
or
cause
the
dissolution
of
the
domesticating
corporation.
6.
P
roperty
held
for
charitable
purposes
under
the
laws
of
this
state
by
a
domestic
or
foreign
corporation
immediately
before
a
domestication
shall
not,
as
a
result
of
the
transaction,
be
diverted
from
the
objects
for
which
it
was
donated,
granted,
devised,
or
otherwise
transferred
except
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
charitable
assets.
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
in
a
will
or
other
instrument
of
donation,
subscription,
or
conveyance
which
is
made
to
the
domesticating
corporation
and
which
takes
effect
or
remains
payable
after
the
domestication
inures
to
the
domesticated
corporation.
8.
A
trust
obligation
that
would
govern
property
if
transferred
to
the
domesticating
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.924,
BUSINESS
CORPORA
TIONS
80
corporation
applies
to
property
that
is
transferred
to
the
domesticated
corporation
after
the
domestication
takes
effect.
2021
Acts,
ch
165,
§133,
230
490.925
through
490.929
Reserved.
P
ART
3
CONVERSION
Referred
to
in
§490.901
490.930
Conversion.
1.
By
complying
with
this
subchapter
,
a
domestic
corporation
may
become
any
of
the
following:
a.
A
domestic
eligible
entity
.
b.
A
foreign
eligible
entity
if
the
conversion
is
permitted
by
the
organic
law
of
the
foreign
entity
.
2.
By
complying
with
this
part
and
applicable
provisions
of
its
organic
law
,
a
domestic
eligible
entity
may
become
a
domestic
corporation.
If
procedures
for
the
approval
of
a
conversion
are
not
provided
by
the
organic
law
or
organic
rules
of
a
domestic
eligible
entity
,
the
conversion
shall
be
adopted
and
approved
in
the
same
manner
as
a
merger
of
that
eligible
entity
.
If
the
organic
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
provide
procedures
for
the
approval
of
either
a
conversion
or
a
merger
,
a
plan
of
conversion
may
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
of
all
the
interest
holders
of
such
eligible
entity
.
In
either
such
case,
the
conversion
thereafter
may
be
effected
as
provided
in
the
other
provisions
of
this
part
;
and
for
purposes
of
applying
this
subchapter
in
such
a
case
all
of
the
following
apply:
a.
The
eligible
entity
,
its
members
or
interest
holders,
eligible
interests
and
organic
rules
taken
together
,
shall
be
deemed
to
be
a
domestic
business
corporation,
shareholders,
shares
and
articles
of
incorporation,
respectively
and
vice
versa,
as
the
context
may
require.
b.
If
the
business
and
affairs
of
the
eligible
entity
are
managed
by
a
person
or
persons
that
are
not
identical
to
the
members
or
interest
holders,
that
person
or
persons
shall
be
deemed
to
be
the
board
of
directors.
3.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
eligible
entity
may
become
a
domestic
corporation
if
the
organic
law
of
the
foreign
eligible
entity
permits
it
to
become
a
business
corporation
in
another
jurisdiction.
4.
If
a
protected
agreement
of
a
domestic
converting
corporation
in
effect
immediately
before
the
conversion
becomes
effective
contains
a
provision
applying
to
a
merger
of
the
corporation
that
is
a
converting
entity
and
the
agreement
does
not
refer
to
a
conversion
of
the
corporation,
the
provision
applies
to
a
conversion
of
the
corporation
as
if
the
conversion
were
a
merger
,
until
such
time
as
the
provision
is
first
amended
after
the
enactment
date.
2021
Acts,
ch
165,
§134,
230
Referred
to
in
§490.901
,
490.1302
490.931
Plan
of
conversion.
1.
A
domestic
corporation
may
convert
to
a
domestic
or
foreign
eligible
entity
under
this
part
by
approving
a
plan
of
conversion.
The
plan
of
conversion
must
include
all
of
the
following:
a.
The
name
of
the
converting
corporation.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity
.
c.
The
manner
and
basis
of
converting
the
shares
of
the
domestic
corporation
into
eligible
interests
or
other
securities,
obligations,
rights
to
acquire
eligible
interests
or
other
securities,
cash,
other
property
,
or
any
combination
of
the
foregoing.
d.
The
other
terms
and
conditions
of
the
conversion.
e.
The
full
text,
as
it
will
be
in
effect
immediately
after
the
conversion
becomes
effective,
of
the
organic
rules
of
the
converted
entity
which
are
to
be
in
writing.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

81
BUSINESS
CORPORA
TIONS,
§490.933
2.
In
addition
to
the
requirements
of
subsection
1
,
a
plan
of
conversion
may
contain
any
other
provision
not
prohibited
by
law
.
3.
The
terms
of
a
plan
of
conversion
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
plan
in
accordance
with
section
490.120,
subsection
11
.
2021
Acts,
ch
165,
§135,
230
490.932
Action
on
a
plan
of
conversion.
In
the
case
of
a
conversion
of
a
domestic
corporation
to
a
domestic
or
foreign
eligible
entity
,
the
plan
of
conversion
shall
be
adopted
in
the
following
manner
:
1.
The
plan
of
conversion
shall
first
be
adopted
by
the
board
of
directors.
2.
a.
The
plan
of
conversion
shall
then
be
approved
by
the
shareholders.
In
submitting
the
plan
of
conversion
to
the
shareholders
for
their
approval,
the
board
of
directors
must
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
the
following
applies:
(1)
The
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation.
(2)
Section
490.826
applies.
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
board
of
directors
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
3.
The
board
of
directors
may
set
conditions
for
approval
of
the
plan
of
conversion
by
the
shareholders
or
the
effectiveness
of
the
plan
of
conversion.
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
of
conversion
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
conversion
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
by
a
copy
of
the
organic
rules
of
the
converted
entity
which
are
to
be
in
writing
as
they
will
be
in
effect
immediately
after
the
conversion.
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
conversion
requires
all
of
the
following:
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan.
b.
Except
as
provided
in
subsection
6
,
the
approval
of
each
class
or
series
of
shares
voting
as
a
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan
by
that
voting
group.
6.
If
as
a
result
of
the
conversion
one
or
more
shareholders
of
the
converting
domestic
corporation
would
become
subject
to
interest
holder
liability
,
approval
of
the
plan
of
conversion
shall
require
the
signing
in
connection
with
the
transaction,
by
each
such
shareholder
,
of
a
separate
written
consent
to
become
subject
to
such
interest
holder
liability
.
2021
Acts,
ch
165,
§136,
230
Referred
to
in
§490.901
490.933
Articles
of
conversion
—
effectiveness.
1.
Articles
of
conversion
shall
be
signed
by
the
converting
entity
after
either
a
plan
of
conversion
of
a
domestic
corporation
has
been
adopted
and
approved
as
required
by
this
chapter
or
a
domestic
or
foreign
eligible
entity
that
is
the
converting
entity
has
approved
a
conversion
as
required
under
its
organic
law
.
The
articles
of
conversion
must
do
all
of
the
following:
a.
State
the
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converting
entity
.
b.
State
the
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity
.
c.
(1)
If
the
converting
entity
is
a
domestic
corporation,
state
that
the
plan
of
conversion
was
approved
in
accordance
with
this
part
.
(2)
If
the
converting
entity
is
an
eligible
entity
,
state
that
the
conversion
was
approved
by
the
eligible
entity
in
accordance
with
its
organic
law
.
(3)
If
the
converting
entity
is
a
domestic
eligible
entity
the
organic
law
of
which
does
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.933,
BUSINESS
CORPORA
TIONS
82
not
provide
for
approval
of
the
conversion,
state
that
the
conversion
was
approved
by
the
domestic
eligible
entity
in
accordance
with
this
part
.
d.
(1)
If
the
converted
entity
is
a
domestic
business
corporation,
or
a
domestic
nonprofit
corporation
or
filing
entity
,
have
attached
the
public
organic
record
of
the
converted
entity
,
except
that
provisions
that
would
not
be
required
to
be
included
in
a
restated
public
organic
record
may
be
omitted.
(2)
If
the
converted
entity
is
a
domestic
limited
liability
partnership,
have
attached
the
filing
required
to
become
a
limited
liability
partnership.
2.
If
the
converted
entity
is
a
domestic
corporation,
its
articles
of
incorporation
must
satisfy
the
requirements
of
section
490.202
,
except
that
provisions
that
would
not
be
required
to
be
included
in
restated
articles
of
incorporation
may
be
omitted
from
the
articles
of
incorporation.
If
the
converted
entity
is
a
domestic
eligible
entity
,
its
public
organic
record,
if
any
,
must
satisfy
the
requirements
of
the
organic
law
of
this
state,
except
that
the
public
organic
record
does
not
need
to
be
signed.
3.
The
articles
of
conversion
shall
be
delivered
to
the
secretary
of
state
for
filing,
and
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
490.123
.
4.
If
a
converted
entity
is
a
domestic
entity
,
the
conversion
becomes
effective
when
the
articles
of
conversion
are
effective.
W
ith
respect
to
a
conversion
in
which
the
converted
entity
is
a
foreign
eligible
entity
,
the
conversion
itself
shall
become
effective
at
the
later
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
that
eligible
entity
.
b.
When
the
articles
of
conversion
become
effective.
5.
Articles
of
conversion
under
this
section
may
be
combined
with
any
required
conversion
filing
under
the
organic
law
of
a
domestic
eligible
entity
that
is
the
converting
entity
or
converted
entity
if
the
combined
filing
satisfies
the
requirements
of
both
this
section
and
the
other
organic
law
.
6.
If
the
converting
entity
is
a
foreign
eligible
entity
that
is
registered
to
do
business
in
this
state
under
a
provision
of
law
similar
to
subchapter
XV
,
its
registration
statement
or
other
type
of
foreign
qualification
shall
be
canceled
automatically
on
the
effective
date
of
its
conversion.
2021
Acts,
ch
165,
§137,
230
490.934
Amendment
of
plan
of
conversion
—
abandonment.
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
plan,
except
that
shareholders
that
were
entitled
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
eligible
interests
or
other
securities,
obligations,
rights
to
acquire
eligible
interests
or
other
securities,
cash,
other
property
,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
shareholders
of
the
converting
corporation
under
the
plan.
(2)
The
organic
rules
of
the
converted
entity
that
will
be
in
effect
immediately
after
the
conversion
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
eligible
interest
holders
of
the
converted
entity
under
its
organic
law
or
organic
rules.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
such
shareholders
in
any
material
respect.
2.
After
a
plan
of
conversion
has
been
approved
by
a
converting
entity
that
is
a
domestic
corporation
in
the
manner
required
by
this
part
and
before
the
articles
of
conversion
become
effective,
the
plan
may
be
abandoned
by
the
corporation
without
action
by
its
shareholders
in
accordance
with
any
procedures
set
forth
in
the
plan
or
,
if
no
such
procedures
are
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
directors.
3.
If
a
conversion
is
abandoned
after
the
articles
of
conversion
have
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
articles
of
conversion
become
effective,
articles
of
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

83
BUSINESS
CORPORA
TIONS,
§490.935
abandonment,
signed
by
the
converting
entity
,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
articles
of
conversion
become
effective.
The
articles
of
abandonment
take
effect
on
filing,
and
the
conversion
is
abandoned
and
does
not
become
effective.
The
articles
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
converting
entity
.
b.
The
date
on
which
the
articles
of
conversion
were
filed
by
the
secretary
of
state.
c.
A
statement
that
the
conversion
has
been
abandoned
in
accordance
with
this
section
.
2021
Acts,
ch
165,
§138,
230
490.935
Effect
of
conversion.
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,
obligations,
and
other
liabilities
of
the
converting
entity
remain
the
debts,
obligations,
and
other
liabilities
of
the
converted
entity
.
c.
The
name
of
the
converted
entity
may
but
need
not
be
substituted
for
the
name
of
the
converting
entity
in
any
pending
action
or
proceeding.
d.
If
the
converted
entity
is
a
filing
entity
or
a
domestic
business
corporation
or
a
domestic
or
foreign
nonprofit
corporation,
its
public
organic
record
and
its
private
organic
rules
become
effective.
e.
If
the
converted
entity
is
a
nonfiling
entity
,
its
private
organic
rules
become
effective.
f
.
If
the
converted
entity
is
a
limited
liability
partnership,
the
filing
required
to
become
a
limited
liability
partnership
and
its
private
organic
rules
become
effective.
g.
The
shares
or
eligible
interests
of
the
converting
entity
are
reclassified
into
shares,
eligible
interests
or
other
securities,
obligations,
rights
to
acquire
shares,
eligible
interests
or
other
securities,
cash,
or
other
property
in
accordance
with
the
terms
of
the
conversion,
and
the
shareholders
or
interest
holders
of
the
converting
entity
are
entitled
only
to
the
rights
provided
to
them
by
those
terms
and
to
any
appraisal
rights
they
may
have
under
the
organic
law
of
the
converting
entity
.
h.
The
converted
entity
is
all
of
the
following:
(1)
Incorporated
or
organized
under
and
subject
to
the
organic
law
of
the
converted
entity
.
(2)
The
same
entity
without
interruption
as
the
converting
entity
.
(3)
Deemed
to
have
been
incorporated
or
otherwise
organized
on
the
date
that
the
converting
entity
was
originally
incorporated
or
organized.
2.
When
a
conversion
of
a
domestic
corporation
to
a
foreign
eligible
entity
becomes
effective,
the
converted
entity
is
deemed
to
have
done
all
of
the
following:
a.
Appointed
the
secretary
of
state
as
its
agent
for
service
of
process
in
a
proceeding
to
enforce
the
rights
of
shareholders
who
exercise
appraisal
rights
in
connection
with
the
conversion.
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any
,
to
which
such
shareholders
are
entitled
under
subchapter
XIII
.
3.
Except
as
otherwise
provided
in
the
articles
of
incorporation
of
a
domestic
corporation
or
the
organic
law
or
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
eligible
entity
,
a
shareholder
or
eligible
interest
holder
who
becomes
subject
to
interest
holder
liability
in
respect
of
a
domestic
corporation
or
eligible
entity
as
a
result
of
the
conversion
shall
have
such
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
conversion
becomes
effective.
4.
Except
as
otherwise
provided
in
the
organic
law
or
the
organic
rules
of
the
eligible
entity
,
the
interest
holder
liability
of
an
interest
holder
in
a
converting
eligible
entity
that
converts
to
a
domestic
corporation
who
had
interest
holder
liability
in
respect
of
such
converting
eligible
entity
before
the
conversion
becomes
effective
shall
be
as
follows:
a.
The
conversion
does
not
discharge
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arose
before
the
conversion
became
effective.
b.
The
provisions
of
the
organic
law
of
the
eligible
entity
shall
continue
to
apply
to
the
T
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Dec
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22:07:43
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Iowa
Code
2026,
Chapter
490
(142,
1)

§490.935,
BUSINESS
CORPORA
TIONS
84
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
conversion
had
not
occurred.
c.
The
eligible
interest
holder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
of
the
eligible
entity
with
respect
to
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
conversion
had
not
occurred.
d.
The
eligible
interest
holder
shall
not,
by
reason
of
such
prior
interest
holder
liability
,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arise
after
the
conversion
becomes
effective.
5.
A
conversion
does
not
require
the
converting
entity
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
dissolution
or
termination
of
the
entity
.
6.
P
roperty
held
for
charitable
purposes
under
the
laws
of
this
state
by
a
corporation
or
a
domestic
or
foreign
eligible
entity
immediately
before
a
conversion
shall
not,
as
a
result
of
the
transaction,
be
diverted
from
the
objects
for
which
it
was
donated,
granted,
devised,
or
otherwise
transferred
except
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
charitable
assets.
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
in
a
will
or
other
instrument
of
donation,
subscription,
or
conveyance
which
is
made
to
the
converting
entity
and
which
takes
effect
or
remains
payable
after
the
conversion
inures
to
the
converted
entity
.
8.
A
trust
obligation
that
would
govern
property
if
transferred
to
the
converting
entity
applies
to
property
that
is
transferred
to
the
converted
entity
after
the
conversion
takes
effect.
2021
Acts,
ch
165,
§139,
230
490.936
through
490.1000
Reserved.
SUBCHAPTER
X
AMENDMENT
OF
ARTICLES
OF
INCORPORA
TION
AND
B
YLA
WS
Referred
to
in
§490.146
,
490.148
,
490.1340
P
ART
1
AMENDMENT
OF
ARTICLES
OF
INCORPORA
TION
490.1001
Amendment
of
articles
of
incorporation
—
authority
to
amend.
1.
A
corporation
may
amend
its
articles
of
incorporation
at
any
time
to
add
or
change
a
provision
that
is
required
or
permitted
in
the
articles
of
incorporation
as
of
the
effective
date
of
the
amendment
or
to
delete
a
provision
that
is
not
required
to
be
contained
in
the
articles
of
incorporation.
2.
A
shareholder
of
the
corporation
does
not
have
a
vested
property
right
resulting
from
any
provision
in
the
articles
of
incorporation,
including
provisions
relating
to
management,
control,
capital
structure,
dividend
entitlement,
or
purpose
or
duration
of
the
corporation.
89
Acts,
ch
288,
§109
;
2002
Acts,
ch
1154,
§54,
125
490.1002
Amendment
before
issuance
of
shares.
If
a
corporation
has
not
yet
issued
shares,
its
board
of
directors,
or
its
incorporators
if
it
has
no
board
of
directors,
may
adopt
one
or
more
amendments
to
the
corporation
’s
articles
of
incorporation.
89
Acts,
ch
288,
§110
;
2002
Acts,
ch
1154,
§55,
125
490.1003
Amendment
by
board
of
directors
and
shareholders.
If
a
corporation
has
issued
shares,
an
amendment
to
the
articles
of
incorporation
shall
be
adopted
in
the
following
manner
:
1.
The
proposed
amendment
shall
first
be
adopted
by
the
board
of
directors.
2.
a.
Except
as
provided
in
sections
490.1005
,
490.1007
,
and
490.1008
,
the
amendment
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

85
BUSINESS
CORPORA
TIONS,
§490.1004
shall
then
be
approved
by
the
shareholders.
In
submitting
the
proposed
amendment
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
amendment,
unless
any
of
the
following
applies:
(1)
The
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation.
(2)
Section
490.826
applies.
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
board
must
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
3.
The
board
of
directors
may
set
conditions
for
the
approval
of
the
amendment
by
the
shareholders
or
the
effectiveness
of
the
amendment.
4.
If
the
amendment
is
required
to
be
approved
by
the
shareholders,
and
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
amendment
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
the
amendment.
The
notice
must
contain
or
be
accompanied
by
a
copy
of
the
amendment.
5.
Unless
the
articles
of
incorporation
or
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
amendment
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
exists,
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
amendment,
except
as
provided
in
section
490.1004,
subsection
3
,
the
approval
of
each
such
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
by
that
voting
group.
6.
a.
If
as
a
result
of
an
amendment
of
the
articles
of
incorporation
one
or
more
shareholders
of
a
domestic
corporation
would
become
subject
to
new
interest
holder
liability
,
approval
of
the
amendment
requires
the
signing
in
connection
with
the
amendment,
by
each
such
shareholder
,
of
a
separate
written
consent
to
become
subject
to
such
new
interest
holder
liability
.
b.
P
aragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
and
the
terms
and
conditions
of
the
new
interest
holder
liability
are
any
of
the
following:
(1)
Substantially
identical
to
those
of
the
existing
interest
holder
liability
.
(2)
Substantially
identical
to
those
of
the
existing
interest
holder
liability
,
other
than
changes
that
eliminate
or
reduce
such
interest
holder
liability
.
7.
As
used
in
subsection
6
and
section
490.1009
,
“
new
interest
holder
liability
”
means
interest
holder
liability
of
a
person
resulting
from
an
amendment
of
the
articles
of
incorporation
if
any
of
the
following
applies:
a.
The
person
did
not
have
interest
holder
liability
before
the
amendment
becomes
effective.
b.
The
person
had
interest
holder
liability
before
the
amendment
becomes
effective,
the
terms
and
conditions
of
which
are
changed
when
the
amendment
becomes
effective.
89
Acts,
ch
288,
§111
;
2002
Acts,
ch
1154,
§56,
125
;
2002
Acts,
ch
1175,
§90
;
2013
Acts,
ch
31,
§45,
82
;
2021
Acts,
ch
165,
§140,
230
Referred
to
in
§490.1004
,
490.1007
490.1004
V
oting
on
amendments
by
voting
groups.
1.
The
holders
of
the
outstanding
shares
of
a
class
are
entitled
to
vote
as
a
separate
voting
group,
if
shareholder
voting
is
otherwise
required
by
this
chapter
,
on
a
proposed
amendment
to
the
articles
of
incorporation
if
the
amendment
would
do
any
of
the
following:
a.
Effect
an
exchange
or
reclassification
of
all
or
part
of
the
shares
of
the
class
into
shares
of
another
class.
b.
Effect
an
exchange
or
reclassification,
or
create
the
right
of
exchange,
of
all
or
part
of
the
shares
of
another
class
into
shares
of
the
class.
c.
Change
the
rights,
preferences,
or
limitations
of
all
or
part
of
the
shares
of
the
class.
T
ue
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09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1004,
BUSINESS
CORPORA
TIONS
86
d.
Change
the
shares
of
all
or
part
of
the
class
into
a
different
number
of
shares
of
the
same
class.
e.
Create
a
new
class
of
shares
having
rights
or
preferences
with
respect
to
distributions
that
are
prior
or
superior
to
the
shares
of
the
class.
f
.
Increase
the
rights,
preferences,
or
number
of
authorized
shares
of
any
class
that,
after
giving
effect
to
the
amendment,
have
rights
or
preferences
with
respect
to
distributions
that
are
prior
or
superior
to
the
shares
of
the
class.
g.
Limit
or
deny
an
existing
preemptive
right
of
all
or
part
of
the
shares
of
the
class.
h.
Cancel
or
otherwise
affect
rights
to
distributions
that
have
accumulated
but
not
yet
been
authorized
on
all
or
part
of
the
shares
of
the
class.
2.
If
a
proposed
amendment
would
affect
a
series
of
a
class
of
shares
in
one
or
more
of
the
ways
described
in
subsection
1
,
the
holders
of
shares
of
that
series
are
entitled
to
vote
as
a
separate
voting
group
on
the
proposed
amendment.
3.
If
a
proposed
amendment
that
entitles
the
holders
of
two
or
more
classes
or
series
of
shares
to
vote
as
separate
voting
groups
under
this
section
would
affect
those
two
or
more
classes
or
series
in
the
same
or
a
substantially
similar
way
,
the
holders
of
shares
of
all
the
classes
or
series
so
affected
shall
vote
together
as
a
single
voting
group
on
the
proposed
amendment,
unless
otherwise
provided
in
the
articles
of
incorporation
or
added
as
a
condition
by
the
board
of
directors
pursuant
to
section
490.1003,
subsection
3
.
4.
A
class
or
series
of
shares
is
entitled
to
the
voting
rights
granted
by
this
section
even
if
the
articles
of
incorporation
provide
that
the
shares
are
nonvoting
shares.
89
Acts,
ch
288,
§112
;
2002
Acts,
ch
1154,
§57,
125
;
2021
Acts,
ch
165,
§141,
230
Referred
to
in
§490.725
,
490.921
,
490.1003
,
490.1104
490.1005
Amendment
by
board
of
directors.
Unless
the
articles
of
incorporation
provide
otherwise,
a
corporation
’s
board
of
directors
may
adopt
amendments
to
the
corporation
’s
articles
of
incorporation
without
shareholder
approval
for
any
of
the
following
purposes:
1.
T
o
extend
the
duration
of
the
corporation
if
it
was
incorporated
at
a
time
when
limited
duration
was
required
by
law
.
2.
T
o
delete
the
names
and
addresses
of
the
initial
directors.
3.
T
o
delete
the
name
and
address
of
the
initial
registered
agent
or
registered
office,
if
a
statement
of
change
is
on
file
with
the
secretary
of
state.
4.
If
the
corporation
has
only
one
class
of
shares
outstanding:
a.
T
o
change
each
issued
and
unissued
authorized
share
of
the
class
into
a
greater
number
of
whole
shares
of
that
class.
b.
T
o
increase
the
number
of
authorized
shares
of
the
class
to
the
extent
necessary
to
permit
the
issuance
of
shares
as
a
share
dividend.
5.
T
o
change
the
corporate
name
by
substituting
the
word
“corporation
”,
“incorporated”,
“company
”,
“limited”,
or
the
abbreviation
“corp.”,
“inc.”,
“co
.”,
or
“ltd.”,
for
a
similar
word
or
abbreviation
in
the
name,
or
by
adding,
deleting,
or
changing
a
geographical
attribution
for
the
name.
6.
T
o
reflect
a
reduction
in
authorized
shares,
as
a
result
of
the
operation
of
section
490.631,
subsection
2
,
when
the
corporation
has
acquired
its
own
shares
and
the
articles
of
incorporation
prohibit
the
reissue
of
the
acquired
shares.
7.
T
o
delete
a
class
of
shares
from
the
articles
of
incorporation,
as
a
result
of
the
operation
of
section
490.631,
subsection
2
,
when
there
are
no
remaining
shares
of
the
class
because
the
corporation
has
acquired
all
shares
of
the
class
and
the
articles
of
incorporation
prohibit
the
reissue
of
the
acquired
shares.
8.
T
o
make
any
change
expressly
permitted
by
section
490.602,
subsection
1
or
2
,
to
be
made
without
shareholder
approval.
89
Acts,
ch
288,
§113
;
2002
Acts,
ch
1154,
§58,
125
;
2007
Acts,
ch
140,
§7
Referred
to
in
§490.1003
,
490.1102
,
490.1104
490.1005A
Public
corporation
—
amendment
by
board
of
directors.
Repealed
by
its
own
terms;
2018
Acts,
ch
1015,
§7
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

87
BUSINESS
CORPORA
TIONS,
§490.1008
490.1006
Articles
of
amendment.
1.
After
an
amendment
to
the
articles
of
incorporation
has
been
adopted
and
approved
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation,
the
corporation
shall
deliver
to
the
secretary
of
state,
for
filing,
articles
of
amendment,
which
must
set
forth
all
of
the
following:
a.
The
name
of
the
corporation.
b.
The
text
of
each
amendment
adopted,
or
the
information
required
by
section
490.120,
subsection
11
,
paragraph
“e”
.
c.
If
an
amendment
provides
for
an
exchange,
reclassification,
or
cancellation
of
issued
shares,
provisions
for
implementing
the
amendment,
if
not
contained
in
the
amendment
itself,
which
may
be
made
dependent
upon
facts
objectively
ascertainable
outside
the
articles
of
amendment
in
accordance
with
section
490.120,
subsection
11
,
paragraph
“e”.
d.
The
date
of
each
amendment’s
adoption.
e.
F
or
an
amendment,
the
following:
(1)
If
it
was
adopted
by
the
incorporators
or
board
of
directors
without
shareholder
approval,
a
statement
that
the
amendment
was
duly
adopted
by
the
incorporators
or
by
the
board
of
directors,
as
the
case
may
be,
and
that
shareholder
approval
was
not
required.
(2)
If
it
required
approval
by
the
shareholders,
a
statement
that
the
amendment
was
duly
approved
by
the
shareholders
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation.
(3)
If
being
filed
pursuant
to
section
490.120,
subsection
11
,
paragraph
“e”
,
a
statement
to
that
effect.
2.
Articles
of
amendment
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
490.123
.
89
Acts,
ch
288,
§114
;
2002
Acts,
ch
1154,
§59,
125
;
2007
Acts,
ch
140,
§8
;
2021
Acts,
ch
165,
§142,
230
Referred
to
in
§490.1007
490.1007
Restated
articles
of
incorporation.
1.
A
corporation
’s
board
of
directors
may
restate
its
articles
of
incorporation
at
any
time,
without
shareholder
approval,
to
consolidate
all
amendments
into
a
single
document.
2.
If
the
restated
articles
include
one
or
more
new
amendments
that
require
shareholder
approval,
the
amendments
shall
be
adopted
and
approved
as
provided
in
section
490.1003
.
3.
A
corporation
that
restates
its
articles
of
incorporation
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
restatement
setting
forth
all
of
the
following:
a.
The
name
of
the
corporation.
b.
The
text
of
the
restated
articles
of
incorporation.
c.
A
statement
that
the
restated
articles
consolidate
all
amendments
into
a
single
document.
d.
If
a
new
amendment
is
included
in
the
restated
articles,
the
statements
required
under
section
490.1006
with
respect
to
the
new
amendment.
4.
Duly
adopted
restated
articles
of
incorporation
supersede
the
original
articles
of
incorporation
and
all
amendments
to
the
articles
of
incorporation.
5.
The
secretary
of
state
may
certify
restated
articles
of
incorporation
as
the
articles
of
incorporation
currently
in
effect,
without
including
the
statements
required
by
subsection
3
,
paragraph
“d”
.
89
Acts,
ch
288,
§115
;
2002
Acts,
ch
1154,
§60,
125
;
2021
Acts,
ch
165,
§143,
230
Referred
to
in
§490.1003
490.1008
Amendment
pursuant
to
reorganization.
1.
A
corporation
’s
articles
of
incorporation
may
be
amended
without
action
by
the
board
of
directors
or
shareholders
to
carry
out
a
plan
of
reorganization
ordered
or
decreed
by
a
court
of
competent
jurisdiction
under
the
authority
of
law
of
the
United
States.
2.
The
individual
or
individuals
designated
by
the
court
shall
deliver
to
the
secretary
of
state
for
filing
articles
of
amendment
setting
forth
all
of
the
following:
a.
The
name
of
the
corporation.
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1008,
BUSINESS
CORPORA
TIONS
88
b.
The
text
of
each
amendment
approved
by
the
court.
c.
The
date
of
the
court’s
order
or
decree
approving
the
articles
of
amendment.
d.
The
title
of
the
reorganization
proceeding
in
which
the
order
or
decree
was
entered.
e.
A
statement
that
the
court
had
jurisdiction
of
the
proceeding
under
federal
statute.
3.
This
section
does
not
apply
after
entry
of
a
final
decree
in
the
reorganization
proceeding
even
though
the
court
retains
jurisdiction
of
the
proceeding
for
limited
purposes
unrelated
to
consummation
of
the
reorganization
plan.
89
Acts,
ch
288,
§116
;
2002
Acts,
ch
1154,
§61,
125
Referred
to
in
§490.1003
490.1009
Effect
of
amendment.
1.
An
amendment
to
the
articles
of
incorporation
does
not
affect
a
cause
of
action
existing
against
or
in
favor
of
the
corporation,
a
proceeding
to
which
the
corporation
is
a
party
,
or
the
existing
rights
of
persons
other
than
the
shareholders.
An
amendment
changing
a
corporation
’s
name
does
not
affect
a
proceeding
brought
by
or
against
the
corporation
in
its
former
name.
2.
A
shareholder
who
becomes
subject
to
new
interest
holder
liability
in
respect
of
the
corporation
as
a
result
of
an
amendment
to
the
articles
of
incorporation
shall
have
that
new
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
amendment
becomes
effective.
3.
Except
as
otherwise
provided
in
the
articles
of
incorporation
of
the
corporation,
the
interest
holder
liability
of
a
shareholder
who
had
interest
holder
liability
in
respect
of
the
corporation
before
the
amendment
becomes
effective
and
has
new
interest
holder
liability
after
the
amendment
becomes
effective
shall
be
as
follows:
a.
The
amendment
does
not
discharge
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arose
before
the
amendment
becomes
effective.
b.
The
provisions
of
the
articles
of
incorporation
of
the
corporation
relating
to
interest
holder
liability
as
in
effect
immediately
prior
to
the
amendment
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
amendment
had
not
occurred.
c.
The
shareholder
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
articles
of
incorporation
relating
to
interest
holder
liability
as
in
effect
immediately
prior
to
the
amendment
with
respect
to
any
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
the
amendment
had
not
occurred.
d.
The
shareholder
shall
not,
by
reason
of
such
prior
interest
holder
liability
,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arise
after
the
amendment
becomes
effective.
89
Acts,
ch
288,
§117
;
2002
Acts,
ch
1154,
§62,
125
;
2021
Acts,
ch
165,
§144,
230
Referred
to
in
§490.1003
490.1010
through
490.1019
Reserved.
P
ART
2
AMENDMENT
OF
B
YLA
WS
490.1020
Authority
to
amend.
1.
A
corporation
’s
shareholders
may
amend
or
repeal
the
corporation
’s
bylaws.
2.
A
corporation
’s
board
of
directors
may
amend
or
repeal
the
corporation
’s
bylaws
unless
any
of
the
following
apply:
a.
The
articles
of
incorporation,
section
490.1021
,
or
,
if
applicable,
section
490.1022
,
reserve
that
power
exclusively
to
the
shareholders
in
whole
or
part.
b.
Except
as
provided
in
section
490.206,
subsection
4
,
the
shareholders
in
amending,
repealing,
or
adopting
a
bylaw
expressly
provide
that
the
board
of
directors
shall
not
amend,
repeal,
or
adopt
that
bylaw
.
T
ue
Dec
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

89
BUSINESS
CORPORA
TIONS,
§490.1022
3.
A
shareholder
of
the
corporation
does
not
have
a
vested
property
right
resulting
from
any
provision
in
the
bylaws.
89
Acts,
ch
288,
§118
;
2002
Acts,
ch
1154,
§63,
125
;
2021
Acts,
ch
165,
§145,
230
Referred
to
in
§490.206
490.1021
Bylaw
increasing
quor
um
or
voting
requirement
for
directors.
1.
A
bylaw
that
increases
a
quorum
or
voting
requirement
for
the
board
of
directors
or
that
requires
a
meeting
of
shareholders
to
be
held
at
a
place
may
be
amended
or
repealed
as
follows:
a.
If
originally
adopted
by
the
shareholders,
only
by
the
shareholders,
unless
the
bylaw
otherwise
provides.
b.
If
adopted
by
the
board
of
directors,
either
by
the
shareholders
or
by
the
board
of
directors.
2.
A
bylaw
adopted
or
amended
by
the
shareholders
that
increases
a
quorum
or
voting
requirement
for
the
board
of
directors
may
provide
that
it
can
be
amended
or
repealed
only
by
a
specified
vote
of
either
the
shareholders
or
the
board
of
directors.
3.
Action
by
the
board
of
directors
under
subsection
1
to
amend
or
repeal
a
bylaw
that
changes
a
quorum
or
voting
requirement
for
the
board
of
directors
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
same
vote
required
to
take
action
under
the
quorum
and
voting
requirement
then
in
effect
or
proposed
to
be
adopted,
whichever
is
greater
.
89
Acts,
ch
288,
§119
;
2002
Acts,
ch
1154,
§64,
125
;
2021
Acts,
ch
165,
§146,
230
Referred
to
in
§490.1020
490.1022
Bylaw
provisions
relating
to
the
election
of
directors.
1.
Unless
the
articles
of
incorporation
specifically
prohibit
the
adoption
of
a
bylaw
pursuant
to
this
section
,
alter
the
vote
specified
in
section
490.728,
subsection
1
,
or
provide
for
cumulative
voting,
a
corporation
may
elect
in
its
bylaws
to
be
governed
in
the
election
of
directors
as
follows:
a.
Each
vote
entitled
to
be
cast
may
be
voted
for
or
against
up
to
that
number
of
candidates
that
is
equal
to
the
number
of
directors
to
be
elected,
or
a
shareholder
may
indicate
an
abstention,
but
without
cumulating
the
votes.
b.
T
o
be
elected,
a
nominee
shall
have
received
a
plurality
of
the
votes
cast
by
holders
of
shares
entitled
to
vote
in
the
election
at
a
meeting
at
which
a
quorum
is
present,
provided
that
a
nominee
who
is
elected
but
receives
more
votes
against
than
for
election
shall
serve
as
a
director
for
a
term
that
shall
terminate
on
the
date
that
is
the
earlier
of
the
following:
(1)
(a)
Ninety
days
from
the
date
on
which
the
voting
results
are
determined
pursuant
to
section
490.729,
subsection
2
,
paragraph
“e”
.
(b)
The
date
on
which
an
individual
is
selected
by
the
board
of
directors
to
fill
the
office
held
by
such
director
,
which
selection
shall
be
deemed
to
constitute
the
filling
of
a
vacancy
by
the
board
to
which
section
490.810
applies.
(2)
Subject
to
paragraph
“c”
of
this
subsection
,
a
nominee
who
is
elected
but
receives
more
votes
against
than
for
election
shall
not
serve
as
a
director
beyond
the
ninety
-day
period
provided
in
subparagraph
(1),
subparagraph
division
(a).
c.
The
board
of
directors
may
select
any
qualified
individual
to
fill
the
office
held
by
a
director
who
received
more
votes
against
than
for
election.
2.
a.
Subsection
1
does
not
apply
to
an
election
of
directors
by
a
voting
group
if
any
of
the
fo1lowing
applies:
(1)
At
the
expiration
of
the
time
fixed
under
a
provision
requiring
advance
notification
of
director
candidates.
(2)
Absent
such
a
provision,
at
a
time
fixed
by
the
board
of
directors
which
is
not
more
than
fourteen
days
before
notice
is
given
of
the
meeting
at
which
the
election
is
to
occur
,
there
are
more
candidates
for
election
by
the
voting
group
than
the
number
of
directors
to
be
elected,
one
or
more
of
whom
are
properly
proposed
by
shareholders.
b.
An
individual
shall
not
be
considered
a
candidate
for
purposes
of
paragraph
“a”
,
if
the
T
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22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1022,
BUSINESS
CORPORA
TIONS
90
board
of
directors
determines
before
the
notice
of
meeting
is
given
that
such
individual’s
candidacy
does
not
create
a
bona
fide
election
contest.
3.
A
bylaw
electing
to
be
governed
by
this
section
may
be
repealed
under
any
of
the
following
circumstances:
a.
If
originally
adopted
by
the
shareholders,
only
by
the
shareholders,
unless
the
bylaw
otherwise
provides.
b.
If
adopted
by
the
board
of
directors,
by
the
board
of
directors
or
the
shareholders.
2021
Acts,
ch
165,
§147,
230
Referred
to
in
§490.805
,
490.1020
490.1023
through
490.1100
Reserved.
SUBCHAPTER
XI
MERGERS
AND
SHARE
EX
CHANGES
Referred
to
in
§15E.208
,
490.1340
,
499.69A
490.1101
Subchapter
definitions.
As
used
in
this
subchapter
:
1.
“
Acquired
entity
”
means
the
domestic
or
foreign
corporation
or
eligible
entity
that
will
have
all
of
one
or
more
classes
or
series
of
its
shares
or
eligible
interests
acquired
in
a
share
exchange.
2.
“
Acquiring
entity
”
means
the
domestic
or
foreign
corporation
or
eligible
entity
that
will
acquire
all
of
one
or
more
classes
or
series
of
shares
or
eligible
interests
of
the
acquired
entity
in
a
share
exchange.
3.
“New
interest
holder
liability
”
means
interest
holder
liability
of
a
person,
resulting
from
a
merger
or
share
exchange,
that
is
any
of
the
following:
a.
In
respect
of
an
entity
which
is
different
from
the
entity
in
which
the
person
held
shares
or
eligible
interests
immediately
before
the
merger
or
share
exchange
became
effective.
b.
In
respect
of
the
same
entity
as
the
one
in
which
the
person
held
shares
or
eligible
interests
immediately
before
the
merger
or
share
exchange
became
effective
if
any
of
the
following
apply:
(1)
The
person
did
not
have
interest
holder
liability
immediately
before
the
merger
or
share
exchange
became
effective.
(2)
The
person
had
interest
holder
liability
immediately
before
the
merger
or
share
exchange
became
effective,
the
terms
and
conditions
of
which
were
changed
when
the
merger
or
share
exchange
became
effective.
4.
“P
arty
to
a
merger”
means
any
domestic
or
foreign
corporation
or
eligible
entity
that
will
merge
under
a
plan
of
merger
but
does
not
include
a
survivor
created
by
the
merger
.
5.
“Survivor”
in
a
merger
means
the
domestic
or
foreign
corporation
or
eligible
entity
into
which
one
or
more
other
corporations
or
eligible
entities
are
merged.
89
Acts,
ch
288,
§121
;
97
Acts,
ch
117,
§3
;
97
Acts,
ch
171,
§12
;
2002
Acts,
ch
1154,
§65,
125
;
2008
Acts,
ch
1162,
§117,
155
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§148,
230
490.1102
Merger
.
1.
By
complying
with
this
subchapter
,
all
of
the
following
apply:
a.
One
or
more
domestic
business
corporations
may
merge
with
one
or
more
domestic
or
foreign
business
corporations
or
eligible
entities
pursuant
to
a
plan
of
merger
,
resulting
in
a
survivor
.
b.
T
wo
or
more
foreign
business
corporations
or
domestic
or
foreign
eligible
entities
may
merge,
resulting
in
a
survivor
that
is
a
domestic
business
corporation
created
in
the
merger
.
2.
By
complying
with
the
provisions
of
this
subchapter
applicable
to
foreign
entities,
a
foreign
business
corporation
or
a
foreign
eligible
entity
may
be
a
party
to
a
merger
with
a
domestic
business
corporation,
or
may
be
created
as
the
survivor
in
a
merger
in
which
a
domestic
business
corporation
is
a
party
,
but
only
if
the
merger
is
permitted
by
the
organic
law
of
the
foreign
business
corporation
or
eligible
entity
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

91
BUSINESS
CORPORA
TIONS,
§490.1102
3.
If
the
organic
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
provide
procedures
for
the
approval
of
a
merger
,
a
plan
of
merger
may
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
of
all
of
the
interest
holders
of
such
eligible
entity
,
and
the
merger
may
thereafter
by
effected
as
provided
in
the
other
provisions
of
this
subchapter
;
and
for
the
purposes
of
applying
this
subchapter
in
such
a
case
all
of
the
following
shall
apply:
a.
The
eligible
entity
,
its
members
or
interest
holders,
eligible
interests
and
articles
of
incorporation
or
other
organic
rules
taken
together
shall
be
deemed
to
be
a
domestic
business
corporation,
shareholders,
shares
and
articles
of
incorporation,
respectively
and
vice
versa
as
the
context
may
require.
b.
If
the
business
and
affairs
of
the
eligible
entity
are
managed
by
a
person
or
persons
that
are
not
identical
to
the
members
or
interest
holders,
that
group
shall
be
deemed
to
be
the
board
of
directors.
4.
The
plan
of
merger
must
include
all
of
the
following:
a.
As
to
each
party
to
the
merger
,
its
name,
jurisdiction
of
formation,
and
type
of
entity
.
b.
The
survivor
’s
name,
jurisdiction
of
formation,
and
type
of
entity
,
and,
if
the
survivor
is
to
be
created
in
the
merger
,
a
statement
to
that
effect.
c.
The
terms
and
conditions
of
the
merger
.
d.
The
manner
and
basis
of
converting
the
shares
of
each
merging
domestic
or
foreign
business
corporation
and
eligible
interests
of
each
merging
domestic
or
foreign
eligible
entity
into
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing.
e.
The
articles
of
incorporation
of
any
domestic
or
foreign
business
or
nonprofit
corporation,
or
the
public
organic
record
of
any
domestic
or
foreign
unincorporated
entity
,
to
be
created
by
the
merger
,
or
if
a
new
domestic
or
foreign
business
or
nonprofit
corporation
or
unincorporated
entity
is
not
to
be
created
by
the
merger
,
any
amendments
to
the
survivor
’s
articles
of
incorporation
or
other
public
organic
record.
f
.
Any
other
provisions
required
by
the
laws
under
which
any
party
to
the
merger
is
organized
or
by
which
it
is
governed,
or
by
the
articles
of
incorporation
or
organic
rules
of
any
such
party
.
5.
In
addition
to
the
requirements
of
subsection
4
,
a
plan
of
merger
may
contain
any
other
provision
not
prohibited
by
law
.
6.
T
erms
of
a
plan
of
merger
may
be
made
dependent
on
facts
objectively
ascertainable
outside
the
plan
in
accordance
with
section
490.120,
subsection
11
.
7.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
each
party
to
the
merger
,
except
as
provided
in
the
plan.
A
domestic
party
to
a
merger
may
approve
an
amendment
to
a
plan
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
plan,
except
that
shareholders,
members,
or
interest
holders
that
were
entitled
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
or
other
property
to
be
received
under
the
plan
by
the
shareholders,
members,
or
interest
holders
of
any
party
to
the
merger
.
(2)
The
articles
of
incorporation
of
any
domestic
or
foreign
business
or
nonprofit
corporation,
or
the
organic
rules
of
any
unincorporated
entity
,
that
will
be
the
survivor
of
the
merger
,
except
for
changes
permitted
by
section
490.1005
or
by
comparable
provisions
of
the
organic
law
of
any
such
foreign
corporation
or
domestic
or
foreign
nonprofit
corporation
or
unincorporated
entity
.
(3)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
change
would
adversely
affect
such
shareholders,
members,
or
interest
holders
in
any
material
respect.
89
Acts,
ch
288,
§122
;
97
Acts,
ch
117,
§4
;
2002
Acts,
ch
1154,
§66,
125
;
2007
Acts,
ch
140,
§9
;
2021
Acts,
ch
165,
§149,
230
Referred
to
in
§490.140
,
490.1106
,
499.69A
,
508B.2
,
515G.2
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1103,
BUSINESS
CORPORA
TIONS
92
490.1103
Share
e
x
change.
1.
By
complying
with
this
subchapter
all
of
the
following
apply:
a.
A
domestic
corporation
may
acquire
all
of
the
shares
of
one
or
more
classes
or
series
of
shares
of
another
domestic
or
foreign
corporation,
or
all
of
the
eligible
interests
of
one
or
more
classes
or
series
of
interests
of
a
domestic
or
foreign
eligible
entity
,
in
exchange
for
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares
or
other
securities
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing,
pursuant
to
a
plan
of
share
exchange.
b.
All
of
the
shares
of
one
or
more
classes
or
series
of
shares
of
a
domestic
corporation
may
be
acquired
by
another
domestic
or
foreign
corporation
or
eligible
entity
,
in
exchange
for
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares
or
other
securities
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing,
pursuant
to
a
plan
of
share
exchange.
2.
A
foreign
corporation
or
eligible
entity
may
be
the
acquired
entity
in
a
share
exchange
only
if
the
share
exchange
is
permitted
by
the
organic
law
of
that
corporation
or
other
entity
.
3.
If
the
organic
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
provide
procedures
for
the
approval
of
a
share
exchange,
a
plan
of
share
exchange
may
be
adopted
and
approved,
and
the
share
exchange
effected,
in
accordance
with
the
procedures,
if
any
,
for
a
merger
.
If
the
organic
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
provide
procedures
for
the
approval
of
either
a
share
exchange
or
a
merger
,
a
plan
of
share
exchange
may
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
of
all
of
the
interest
holders
of
such
eligible
entity
whose
interests
will
be
exchanged
under
the
plan
of
share
exchange,
and
the
share
exchange
may
thereafter
be
effected
as
provided
in
the
other
provisions
of
this
subchapter
;
and
for
purposes
of
applying
this
subchapter
in
such
a
case
all
of
the
following
apply:
a.
The
eligible
entity
,
its
interest
holders,
interests,
and
articles
of
incorporation
or
other
organic
rules
taken
together
shall
be
deemed
to
be
a
domestic
business
corporation,
shareholders,
shares
and
articles
of
incorporation,
respectively
and
vice
versa
as
the
context
may
require.
b.
If
the
business
and
affairs
of
the
eligible
entity
are
managed
by
a
person
or
persons
that
are
not
identical
to
the
members
or
interest
holders,
that
person
or
those
persons
shall
be
deemed
to
be
the
board
of
directors.
4.
The
plan
of
share
exchange
must
include
all
of
the
following:
a.
The
name
of
each
domestic
or
foreign
corporation
or
other
eligible
entity
the
shares
or
eligible
interests
of
which
will
be
acquired
and
the
name
of
the
domestic
or
foreign
corporation
or
eligible
entity
that
will
acquire
those
shares
or
eligible
interests.
b.
The
terms
and
conditions
of
the
share
exchange.
c.
The
manner
and
basis
of
exchanging
shares
of
a
domestic
or
foreign
corporation
or
eligible
interests
in
a
domestic
or
foreign
eligible
entity
the
shares
or
eligible
interests
of
which
will
be
acquired
under
the
share
exchange
for
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities,
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing.
d.
Any
other
provisions
required
by
the
organic
law
governing
the
acquired
entity
or
its
articles
of
incorporation
or
organic
rules.
5.
The
terms
of
a
plan
of
share
exchange
may
be
made
dependent
on
facts
objectively
ascertainable
outside
the
plan
in
accordance
with
section
490.120,
subsection
11
.
6.
A
plan
of
share
exchange
may
be
amended
only
with
the
consent
of
each
party
to
the
share
exchange,
except
as
provided
in
the
plan.
A
domestic
entity
may
approve
an
amendment
to
a
plan
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
plan,
except
that
shareholders,
members,
or
interest
holders
that
were
entitled
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
shares
or
other
securities,
eligible
interests,
obligations,
rights
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

93
BUSINESS
CORPORA
TIONS,
§490.1104
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
or
other
property
to
be
received
under
the
plan
by
the
shareholders,
members,
or
interest
holders
of
the
acquired
entity
.
(2)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
change
would
adversely
affect
such
shareholders,
members,
or
interest
holders
in
any
material
respect.
89
Acts,
ch
288,
§123
;
2002
Acts,
ch
1154,
§67,
125
;
2007
Acts,
ch
140,
§10
;
2021
Acts,
ch
165,
§150,
230
Referred
to
in
§490.140
,
490.1106
490.1104
Action
on
a
plan
of
merger
or
share
e
x
change.
In
the
case
of
a
domestic
corporation
that
is
a
party
to
a
merger
or
the
acquired
entity
in
a
share
exchange,
the
plan
of
merger
or
share
exchange
shall
be
adopted
in
the
following
manner
:
1.
The
plan
of
merger
or
share
exchange
shall
first
be
adopted
by
the
board
of
directors.
2.
a.
Except
as
provided
in
subsections
8,
10,
and
12
,
and
in
section
490.1105
,
the
plan
of
merger
or
share
exchange
shall
then
be
approved
by
the
shareholders.
In
submitting
the
plan
of
merger
or
share
exchange
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
plan,
or
,
in
the
case
of
an
offer
referred
to
in
subsection
10
,
paragraph
“b”
,
that
the
shareholders
tender
their
shares
to
the
offeror
in
response
to
the
offer
,
unless
any
of
the
following
apply:
(1)
The
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation.
(2)
Section
490.826
applies.
b.
If
either
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
3.
The
board
of
directors
may
set
conditions
for
the
approval
of
the
plan
of
merger
or
share
exchange
by
the
shareholders
or
the
effectiveness
of
the
plan
of
merger
or
share
exchange.
4.
If
the
plan
of
merger
or
share
exchange
is
required
to
be
approved
by
the
shareholders,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
plan
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
and
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
plan.
If
the
corporation
is
to
be
merged
into
an
existing
foreign
or
domestic
corporation
or
eligible
entity
,
the
notice
must
also
include
or
be
accompanied
by
a
copy
or
summary
of
the
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
that
corporation
or
eligible
entity
.
If
the
corporation
is
to
be
merged
with
a
domestic
or
foreign
corporation
or
eligible
entity
and
a
new
domestic
or
foreign
corporation
or
eligible
entity
is
to
be
created
pursuant
to
the
merger
,
the
notice
must
include
or
be
accompanied
by
a
copy
or
a
summary
of
the
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
the
new
corporation
or
eligible
entity
.
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
,
require
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
merger
or
share
exchange
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
plan
of
merger
or
share
exchange,
the
approval
of
each
such
separate
voting
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
is
present
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
merger
or
share
exchange
by
that
voting
group.
6.
Subject
to
subsection
7
,
separate
voting
by
voting
groups
is
required
for
each
of
the
following:
a.
On
a
plan
of
merger
,
by
each
class
or
series
of
shares
that
are
any
of
the
following:
(1)
T
o
be
converted
under
the
plan
of
merger
into
shares,
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing.
(2)
Entitled
to
vote
as
a
separate
group
on
a
provision
in
the
plan
that
constitutes
a
proposed
amendment
to
the
articles
of
incorporation
of
a
surviving
corporation
that
requires
action
by
separate
voting
groups
under
section
490.1004
.
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1104,
BUSINESS
CORPORA
TIONS
94
b.
On
a
plan
of
share
exchange,
by
each
class
or
series
of
shares
included
in
the
exchange,
with
each
class
or
series
constituting
a
separate
voting
group.
c.
On
a
plan
of
merger
or
share
exchange,
if
the
voting
group
is
entitled
under
the
articles
of
incorporation
to
vote
as
a
voting
group
to
approve
a
plan
of
merger
or
share
exchange,
respectively
.
7.
The
articles
of
incorporation
may
expressly
limit
or
eliminate
the
separate
voting
rights
provided
in
subsection
6
,
paragraph
“a”
,
subparagraph
(1),
and
subsection
6
,
paragraph
“b”
,
as
to
any
class
or
series
of
shares,
except
when
all
of
the
following
apply:
a.
The
plan
of
merger
or
share
exchange
includes
what
is
or
would
be
in
effect
an
amendment
subject
to
subsection
6
,
paragraph
“a”
,
subparagraph
(2).
b.
The
plan
of
merger
or
share
exchange
will
not
effect
a
substantive
business
combination.
8.
Unless
the
articles
of
incorporation
otherwise
provide,
approval
by
the
corporation
’s
shareholders
of
a
plan
of
merger
is
not
required
if
all
of
the
following
conditions
are
satisfied:
a.
The
corporation
will
survive
the
merger
.
b.
Except
for
amendments
permitted
by
section
490.1005
,
its
articles
of
incorporation
will
not
be
changed.
c.
Each
shareholder
of
the
corporation
whose
shares
were
outstanding
immediately
before
the
effective
date
of
the
merger
or
share
exchange
will
hold
the
same
number
of
shares,
with
identical
preferences,
rights,
and
limitations,
immediately
after
the
effective
date
of
the
merger
.
d.
The
issuance
in
the
merger
of
shares
or
other
securities
convertible
into
or
rights
exercisable
for
shares
does
not
require
a
vote
under
section
490.621,
subsection
6
.
9.
a.
If,
as
a
result
of
a
merger
or
share
exchange,
one
or
more
shareholders
of
a
domestic
corporation
would
become
subject
to
new
interest
holder
liability
,
approval
of
the
plan
of
merger
or
share
exchange
requires
the
signing
in
connection
with
the
transaction,
by
each
such
shareholder
,
of
a
separate
written
consent
to
become
subject
to
such
new
interest
holder
liability
.
b.
P
aragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
that
already
has
interest
holder
liability
with
respect
to
such
domestic
corporation,
if
all
of
the
following
apply:
(1)
The
new
interest
holder
liability
is
with
respect
to
a
domestic
or
foreign
corporation,
which
may
be
a
different
or
the
same
domestic
corporation
in
which
the
person
is
a
shareholder
.
(2)
The
terms
and
conditions
of
the
new
interest
holder
liability
are
substantially
identical
to
those
of
the
existing
interest
holder
liability
,
other
than
for
changes
that
eliminate
or
reduce
such
interest
holder
liability
.
10.
Unless
the
articles
of
incorporation
otherwise
provide,
approval
by
the
shareholders
of
a
plan
of
merger
or
share
exchange
is
not
required
if
all
of
the
following
apply:
a.
The
plan
of
merger
or
share
exchange
expressly
permits
or
requires
the
merger
or
share
exchange
to
be
effected
under
this
subsection
and
provides
that,
if
the
merger
or
share
exchange
is
to
be
effected
under
this
subsection
,
the
merger
or
share
exchange
will
be
effected
as
soon
as
practicable
following
the
satisfaction
of
the
requirement
set
forth
in
paragraph
“
f
”
.
b.
Another
party
to
the
merger
,
the
acquiring
entity
in
the
share
exchange,
or
a
parent
of
another
party
to
the
merger
or
the
acquiring
entity
in
the
share
exchange,
makes
an
offer
to
purchase,
on
the
terms
provided
in
the
plan
of
merger
or
share
exchange,
any
and
all
of
the
outstanding
shares
of
the
corporation
that,
absent
this
subsection
,
would
be
entitled
to
vote
on
the
plan
of
merger
or
share
exchange,
except
that
the
offer
may
exclude
shares
of
the
corporation
that
are
owned
at
the
commencement
of
the
offer
by
the
corporation,
the
offeror
,
or
any
parent
of
the
offeror
,
or
by
any
wholly
owned
subsidiary
of
any
of
the
foregoing.
c.
The
offer
discloses
that
the
plan
of
merger
or
share
exchange
provides
that
the
merger
or
share
exchange
will
be
effected
as
soon
as
practicable
following
the
satisfaction
of
the
requirement
set
forth
in
paragraph
“
f
”
and
that
the
shares
of
the
corporation
that
are
not
tendered
in
response
to
the
offer
will
be
treated
as
set
forth
in
paragraph
“h”
.
d.
The
offer
remains
open
for
at
least
ten
days.
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Code
2026,
Chapter
490
(142,
1)

95
BUSINESS
CORPORA
TIONS,
§490.1105
e.
The
offeror
purchases
all
shares
properly
tendered
in
response
to
the
offer
and
not
properly
withdrawn.
f
.
The
shares
listed
below
are
collectively
entitled
to
cast
at
least
the
minimum
number
of
votes
on
the
merger
or
share
exchange
that,
absent
this
subsection
,
would
be
required
by
this
subchapter
and
by
the
articles
of
incorporation
for
the
approval
of
the
merger
or
share
exchange
by
the
shareholders
and
by
any
other
voting
group
entitled
to
vote
on
the
merger
or
share
exchange
at
a
meeting
at
which
all
shares
entitled
to
vote
on
the
approval
were
present
and
voted:
(1)
Shares
purchased
by
the
offeror
in
accordance
with
the
offer
.
(2)
Shares
otherwise
owned
by
the
offeror
or
by
any
parent
of
the
offeror
or
any
wholly
owned
subsidiary
of
any
of
the
foregoing.
(3)
Shares
subject
to
an
agreement
that
they
are
to
be
transferred,
contributed,
or
delivered
to
the
offeror
,
any
parent
of
the
offeror
,
or
any
wholly
owned
subsidiary
of
any
of
the
foregoing
in
exchange
for
shares
or
eligible
interests
in
such
offeror
,
parent,
or
subsidiary
.
g.
The
offeror
or
a
wholly
owned
subsidiary
of
the
offeror
merges
with
or
into
,
or
effects
a
share
exchange
in
which
it
acquires
shares
of,
the
corporation.
h.
Each
outstanding
share
of
each
class
or
series
of
shares
of
the
corporation
that
the
offeror
is
offering
to
purchase
in
accordance
with
the
offer
,
and
that
is
not
purchased
in
accordance
with
the
offer
,
is
to
be
converted
in
the
merger
into
,
or
into
the
right
to
receive,
or
is
to
be
exchanged
in
the
share
exchange
for
,
or
for
the
right
to
receive,
the
same
amount
and
kind
of
securities,
eligible
interests,
obligations,
rights,
cash,
or
other
property
to
be
paid
or
exchanged
in
accordance
with
the
offer
for
each
share
of
that
class
or
series
of
shares
that
is
tendered
in
response
to
the
offer
,
except
that
shares
of
the
corporation
that
are
owned
by
the
corporation
or
that
are
described
in
paragraph
“
f
”
,
subparagraph
(2)
or
(3),
need
not
be
converted
into
or
exchanged
for
the
consideration
described
in
this
paragraph
“h”
.
11.
As
used
in
subsection
10
:
a.
“Offer”
means
the
offer
referred
to
in
subsection
10
,
paragraph
“b”
.
b.
“Offeror”
means
the
person
making
the
offer
.
c.
“P
arent”
of
an
entity
means
a
person
that
owns,
directly
or
indirectly
,
through
one
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
shares
of
or
eligible
interests
in
that
entity
.
d.
Shares
tendered
in
response
to
the
offer
shall
be
deemed
to
have
been
“purchased”
in
accordance
with
the
offer
at
the
earliest
time
as
of
which
the
following
applies:
(1)
The
offeror
has
irrevocably
accepted
those
shares
for
payment.
(2)
Either
of
the
following
applies:
(a)
In
the
case
of
shares
represented
by
certificates,
the
offeror
,
or
the
offeror
’s
designated
depository
or
other
agent,
has
physically
received
the
certificates
representing
those
shares.
(b)
In
the
case
of
shares
without
certificates,
those
shares
have
been
transferred
into
the
account
of
the
offeror
or
its
designated
depository
or
other
agent,
or
an
agent’s
message
relating
to
those
shares
has
been
received
by
the
offeror
or
its
designated
depository
or
other
agent.
e.
“
Wholly
owned
subsidiary
”
of
a
person
means
an
entity
of
or
in
which
that
person
owns,
directly
or
indirectly
,
through
one
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
shares
or
eligible
interests.
12.
Unless
the
articles
of
incorporation
otherwise
provide,
all
of
the
following
applies:
a.
Approval
of
a
plan
of
share
exchange
by
the
shareholders
of
a
domestic
corporation
is
not
required
if
the
corporation
is
the
acquiring
entity
in
the
share
exchange.
b.
Shares
not
to
be
exchanged
under
the
plan
of
share
exchange
are
not
entitled
to
vote
on
the
plan.
89
Acts,
ch
288,
§124
;
2002
Acts,
ch
1154,
§68,
125
;
2013
Acts,
ch
31,
§46,
82
;
2021
Acts,
ch
165,
§151,
230
Referred
to
in
§490.1105
,
490.1302
,
490.1320
,
490.1321
,
508B.2
,
515G.2
,
524.1402
490.1105
Merger
between
parent
and
subsidiar
y
or
between
subsidiaries.
1.
A
domestic
or
foreign
parent
entity
that
owns
shares
of
a
domestic
corporation
which
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1105,
BUSINESS
CORPORA
TIONS
96
carry
at
least
ninety
percent
of
the
voting
power
of
each
class
and
series
of
the
outstanding
shares
of
the
subsidiary
that
has
voting
power
may
do
any
of
the
following:
a.
Merge
the
subsidiary
into
itself,
if
it
is
a
domestic
or
foreign
corporation
or
eligible
entity
,
or
into
another
domestic
or
foreign
corporation
or
eligible
entity
in
which
the
parent
entity
owns
at
least
ninety
percent
of
the
voting
power
of
each
class
and
series
of
the
outstanding
shares
or
eligible
interests
which
have
voting
power
.
b.
Merge
itself,
if
it
is
a
domestic
or
foreign
corporation
or
eligible
entity
,
into
such
subsidiary
,
in
either
case
without
the
approval
of
the
board
of
directors
or
shareholders
of
the
subsidiary
,
unless
the
articles
of
incorporation
or
organic
rules
of
the
parent
entity
or
the
articles
of
incorporation
of
the
subsidiary
corporation
otherwise
provide.
c.
Section
490.1104,
subsection
9
,
applies
to
a
merger
under
this
section
.
The
articles
of
merger
relating
to
a
merger
under
this
section
do
not
need
to
be
signed
by
the
subsidiary
.
2.
A
parent
entity
shall,
within
ten
days
after
the
effective
date
of
a
merger
approved
under
subsection
1
,
notify
each
of
the
subsidiary
’s
shareholders
that
the
merger
has
become
effective.
3.
Except
as
provided
in
subsections
1
and
2
,
a
merger
between
a
parent
entity
and
a
domestic
subsidiary
corporation
shall
be
governed
by
the
provisions
of
this
subchapter
applicable
to
mergers
generally
.
89
Acts,
ch
288,
§125
;
2002
Acts,
ch
1154,
§69,
125
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§152,
230
Referred
to
in
§490.1104
,
490.1106
,
490.1110
,
490.1301
,
490.1302
,
490.1320
,
490.1322
,
524.1408
490.1106
Articles
of
merger
or
share
e
x
change.
1.
After
a
plan
of
merger
has
been
adopted
and
approved
as
required
by
this
chapter
,
or
if
the
merger
is
being
effected
under
section
490.1102,
subsection
1
,
paragraph
“b”
,
the
merger
has
been
approved
as
required
by
the
organic
law
governing
the
parties
to
the
merger
,
then
articles
of
merger
shall
be
signed
by
each
party
to
the
merger
except
as
provided
in
section
490.1105,
subsection
1
.
The
articles
must
set
forth
all
of
the
following:
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
each
party
to
the
merger
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
survivor
.
c.
If
the
survivor
of
the
merger
is
a
domestic
corporation
and
its
articles
of
incorporation
are
amended,
or
if
a
new
domestic
corporation
is
created
as
a
result
of
the
merger
,
any
of
the
following:
(1)
The
amendments
to
the
survivor
’s
articles
of
incorporation.
(2)
The
articles
of
incorporation
of
the
new
corporation.
d.
If
the
survivor
of
the
merger
is
a
domestic
eligible
entity
and
its
public
organic
record
is
amended,
or
if
a
new
domestic
eligible
entity
is
created
as
a
result
of
the
merger
,
any
of
the
following:
(1)
The
amendments
to
the
public
organic
record
of
the
survivor
.
(2)
The
public
organic
record,
if
any
,
of
the
new
eligible
entity
.
e.
If
the
plan
of
merger
required
approval
by
the
shareholders
of
a
domestic
corporation
that
is
a
party
to
the
merger
,
a
statement
that
the
plan
was
duly
approved
by
the
shareholders
and,
if
voting
by
any
separate
voting
group
was
required,
by
each
such
separate
voting
group,
in
the
manner
required
by
this
chapter
and
the
articles
of
incorporation.
f
.
If
the
plan
of
merger
or
share
exchange
did
not
require
approval
by
the
shareholders
of
a
domestic
corporation
that
is
a
party
to
the
merger
,
a
statement
to
that
effect.
g.
As
to
each
foreign
corporation
that
is
a
party
to
the
merger
,
a
statement
that
the
participation
of
the
foreign
corporation
was
duly
authorized
as
required
by
its
organic
law
.
h.
As
to
each
domestic
or
foreign
eligible
entity
that
is
a
party
to
the
merger
,
a
statement
that
the
merger
was
approved
in
accordance
with
its
organic
law
or
section
490.1102,
subsection
3
.
i.
If
the
survivor
is
created
by
the
merger
and
is
a
domestic
limited
liability
partnership,
the
filing
required
to
become
a
limited
liability
partnership,
as
an
attachment.
2.
After
a
plan
of
share
exchange
in
which
the
acquired
entity
is
a
domestic
corporation
or
eligible
entity
has
been
adopted
and
approved
as
required
by
this
chapter
,
articles
of
share
T
ue
Dec
09
22:07:43
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

97
BUSINESS
CORPORA
TIONS,
§490.1107
exchange
shall
be
signed
by
the
acquired
entity
and
the
acquiring
entity
.
The
articles
shall
set
forth
all
of
the
following:
a.
The
name
of
the
acquired
entity
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
domestic
or
foreign
corporation
or
eligible
entity
that
is
the
acquiring
entity
.
c.
A
statement
that
the
plan
of
share
exchange
was
duly
approved
by
the
acquired
entity
by
all
of
the
following:
(1)
The
required
vote
or
consent
of
each
class
or
series
of
shares
or
eligible
interests
included
in
the
exchange.
(2)
The
required
vote
or
consent
of
each
other
class
or
series
of
shares
or
eligible
interests
entitled
to
vote
on
approval
of
the
exchange
by
the
articles
of
incorporation
or
organic
rules
of
the
acquired
entity
or
section
490.1103,
subsection
3
.
3.
In
addition
to
the
requirements
of
subsection
1
or
2
,
articles
of
merger
or
share
exchange
may
contain
any
other
provision
not
prohibited
by
law
.
4.
The
articles
of
merger
or
share
exchange
shall
be
delivered
to
the
secretary
of
state
for
filing
and,
subject
to
subsection
5
,
the
merger
or
share
exchange
shall
take
effect
on
the
effective
date
determined
in
accordance
with
section
490.123
.
5.
W
ith
respect
to
a
merger
in
which
one
or
more
foreign
entities
is
a
party
or
a
foreign
entity
created
by
the
merger
is
the
survivor
,
the
merger
itself
shall
become
effective
at
the
later
of
the
following:
a.
When
all
documents
required
to
be
filed
in
foreign
jurisdictions
to
effect
the
merger
have
become
effective.
b.
When
the
articles
of
merger
take
effect.
6.
Articles
of
merger
filed
under
this
section
may
be
combined
with
any
filing
required
under
the
organic
law
governing
any
domestic
eligible
entity
involved
in
the
transaction
if
the
combined
filing
satisfies
the
requirements
of
both
this
section
and
the
other
organic
law
.
89
Acts,
ch
288,
§126
;
2002
Acts,
ch
1154,
§70,
125
;
2013
Acts,
ch
31,
§47,
82
;
2021
Acts,
ch
165,
§153,
230
Referred
to
in
§499.69A
490.1107
Effect
of
merger
or
share
e
x
change.
1.
When
a
merger
becomes
effective,
all
of
the
following
apply:
a.
The
domestic
or
foreign
corporation
or
eligible
entity
that
is
designated
in
the
plan
of
merger
as
the
survivor
continues
or
comes
into
existence,
as
the
case
may
be.
b.
The
separate
existence
of
every
domestic
or
foreign
corporation
or
eligible
entity
that
is
a
party
to
the
merger
,
other
than
the
survivor
,
ceases.
c.
All
property
owned
by
,
and
every
contract
right
possessed
by
,
each
domestic
or
foreign
corporation
or
eligible
entity
that
is
a
party
to
the
merger
,
other
than
the
survivor
,
are
the
property
and
contract
rights
of
the
survivor
without
transfer
,
reversion,
or
impairment.
d.
All
debts,
obligations,
and
other
liabilities
of
each
domestic
or
foreign
corporation
or
eligible
entity
that
is
a
party
to
the
merger
,
other
than
the
survivor
,
are
debts,
obligations,
or
liabilities
of
the
survivor
.
e.
The
name
of
the
survivor
may
,
but
need
not
be,
substituted
in
any
pending
proceeding
for
the
name
of
any
party
to
the
merger
whose
separate
existence
ceased
in
the
merger
.
f
.
If
the
survivor
is
a
domestic
entity
,
the
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
the
survivor
are
amended
to
the
extent
provided
in
the
plan
of
merger
.
g.
The
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
a
survivor
that
is
a
domestic
entity
and
is
created
by
the
merger
become
effective.
h.
The
shares
of
each
domestic
or
foreign
corporation
that
is
a
party
to
the
merger
,
and
the
eligible
interests
in
an
eligible
entity
that
is
a
party
to
a
merger
,
that
are
to
be
converted
in
accordance
with
the
terms
of
the
merger
into
shares,
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities,
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing,
are
converted,
and
the
former
holders
of
such
shares
or
eligible
interests
are
entitled
only
to
the
rights
provided
to
them
by
those
terms
or
to
any
rights
they
may
have
under
subchapter
XIII
or
the
organic
law
governing
the
eligible
entity
or
foreign
corporation.
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1107,
BUSINESS
CORPORA
TIONS
98
i.
Except
as
provided
by
law
or
the
terms
of
the
merger
,
all
the
rights,
privileges,
franchises,
and
immunities
of
each
entity
that
is
a
party
to
the
merger
,
other
than
the
survivor
,
are
the
rights,
privileges,
franchises,
and
immunities
of
the
survivor
.
j.
If
the
survivor
exists
before
the
merger
,
all
of
the
following
apply:
(1)
All
the
property
and
contract
rights
of
the
survivor
remain
its
property
and
contract
rights
without
transfer
,
reversion,
or
impairment.
(2)
The
survivor
remains
subject
to
all
its
debts,
obligations,
and
other
liabilities.
(3)
Except
as
provided
by
law
or
the
plan
of
merger
,
the
survivor
continues
to
hold
all
of
its
rights,
privileges,
franchises,
and
immunities.
2.
When
a
share
exchange
becomes
effective,
the
shares
or
eligible
interests
in
the
acquired
entity
that
are
to
be
exchanged
for
shares
or
other
securities,
eligible
interests,
obligations,
rights
to
acquire
shares,
other
securities
or
eligible
interests,
cash,
other
property
,
or
any
combination
of
the
foregoing,
are
entitled
only
to
the
rights
provided
to
them
in
the
plan
of
share
exchange
or
to
any
rights
they
may
have
under
subchapter
XIII
or
under
the
organic
law
governing
the
acquired
entity
.
3.
Except
as
otherwise
provided
in
the
articles
of
incorporation
of
a
domestic
corporation
or
the
organic
law
governing
or
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
eligible
entity
,
the
effect
of
a
merger
or
share
exchange
on
interest
holder
liability
is
as
follows:
a.
A
person
who
becomes
subject
to
new
interest
holder
liability
in
respect
of
an
entity
as
a
result
of
a
merger
or
share
exchange
shall
have
that
new
interest
holder
liability
only
in
respect
of
interest
holder
liabilities
that
arise
after
the
merger
or
share
exchange
becomes
effective.
b.
If
a
person
had
interest
holder
liability
with
respect
to
a
party
to
the
merger
or
the
acquired
entity
before
the
merger
or
share
exchange
becomes
effective
with
respect
to
shares
or
eligible
interests
of
such
party
or
acquired
entity
which
were
exchanged
in
the
merger
or
share
exchange,
were
canceled
in
the
merger
,
or
the
terms
and
conditions
of
which
relating
to
interest
holder
liability
were
amended
pursuant
to
the
merger
,
then
all
of
the
following
apply:
(1)
The
merger
or
share
exchange
does
not
discharge
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arose
before
the
merger
or
share
exchange
becomes
effective.
(2)
The
provisions
of
the
organic
law
governing
any
entity
for
which
the
person
had
that
prior
interest
holder
liability
shall
continue
to
apply
to
the
collection
or
discharge
of
any
interest
holder
liabilities
preserved
by
subparagraph
(1),
as
if
the
merger
or
share
exchange
had
not
occurred.
(3)
The
person
shall
have
such
rights
of
contribution
from
other
persons
as
are
provided
by
the
organic
law
governing
the
entity
for
which
the
person
had
that
prior
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
preserved
by
subparagraph
(1),
as
if
the
merger
or
share
exchange
had
not
occurred.
(4)
The
person
shall
not,
by
reason
of
such
prior
interest
holder
liability
,
have
interest
holder
liability
with
respect
to
any
interest
holder
liabilities
that
arise
after
the
merger
or
share
exchange
becomes
effective.
c.
If
a
person
has
interest
holder
liability
both
before
and
after
a
merger
becomes
effective
with
unchanged
terms
and
conditions
with
respect
to
the
entity
that
is
the
survivor
by
reason
of
owning
the
same
shares
or
eligible
interests
before
and
after
the
merger
becomes
effective,
the
merger
has
no
effect
on
such
interest
holder
liability
.
d.
A
share
exchange
has
no
effect
on
interest
holder
liability
related
to
shares
or
eligible
interests
of
the
acquired
entity
that
were
not
exchanged
in
the
share
exchange.
4.
Upon
a
merger
becoming
effective,
a
foreign
corporation,
or
a
foreign
eligible
entity
,
that
is
the
survivor
of
the
merger
is
deemed
to
have
done
all
of
the
following:
a.
Appointed
the
secretary
of
state
as
its
agent
for
service
of
process
in
a
proceeding
to
enforce
the
rights
of
shareholders
of
each
domestic
corporation
that
is
a
party
to
the
merger
who
exercise
appraisal
rights.
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any
,
to
which
such
shareholders
are
entitled
under
subchapter
XIII
.
5.
Except
as
provided
in
the
organic
law
governing
a
party
to
a
merger
or
in
its
articles
of
incorporation
or
organic
rules,
the
merger
does
not
give
rise
to
any
rights
that
an
interest
T
ue
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09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

99
BUSINESS
CORPORA
TIONS,
§490.1108A
holder
,
governor
,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
that
party
.
The
merger
does
not
require
a
party
to
the
merger
to
wind
up
its
affairs
and
does
not
constitute
or
cause
its
dissolution
or
termination.
6.
P
roperty
held
for
a
charitable
purpose
under
the
law
of
this
state
by
a
domestic
or
foreign
corporation
or
eligible
entity
immediately
before
a
merger
becomes
effective
shall
not,
as
a
result
of
the
transaction,
be
diverted
from
the
objects
for
which
it
was
donated,
granted,
devised,
or
otherwise
transferred
except
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
charitable
assets.
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
in
a
will
or
other
instrument
of
donation,
subscription,
or
conveyance
which
is
made
to
an
entity
that
is
a
party
to
a
merger
that
is
not
the
survivor
and
which
takes
effect
or
remains
payable
after
the
merger
inures
to
the
survivor
.
8.
A
trust
obligation
that
would
govern
property
if
transferred
to
a
nonsurviving
entity
applies
to
property
that
is
transferred
to
the
survivor
after
a
merger
becomes
effective.
89
Acts,
ch
288,
§127
;
2002
Acts,
ch
1154,
§71,
125
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§154,
230
Referred
to
in
§490.858
490.1108
Abandonment
of
a
merger
or
share
e
x
change.
1.
After
a
plan
of
merger
or
share
exchange
has
been
adopted
and
approved
as
required
by
this
subchapter
,
and
before
articles
of
merger
or
share
exchange
have
become
effective,
the
plan
may
be
abandoned
by
a
domestic
business
corporation
that
is
a
party
to
the
plan
without
action
by
its
shareholders
in
accordance
with
any
procedures
set
forth
in
the
plan
of
merger
or
share
exchange
or
,
if
no
such
procedures
are
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
directors.
2.
If
a
merger
or
share
exchange
is
abandoned
under
subsection
1
after
articles
of
merger
or
share
exchange
have
been
delivered
to
the
secretary
of
state
for
filing
but
before
the
merger
or
share
exchange
has
become
effective,
a
statement
of
abandonment
signed
by
all
the
parties
that
signed
the
articles
of
merger
or
share
exchange
shall
be
delivered
to
the
secretary
of
state
for
filing
before
the
articles
of
merger
or
share
exchange
become
effective.
The
statement
shall
take
effect
on
filing
and
the
merger
or
share
exchange
shall
be
deemed
abandoned
and
shall
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
each
party
to
the
merger
or
the
names
of
the
acquiring
and
acquired
entities
in
a
share
exchange.
b.
The
date
on
which
the
articles
of
merger
or
share
exchange
were
filed
by
the
secretary
of
state.
c.
A
statement
that
the
merger
or
share
exchange
has
been
abandoned
in
accordance
with
this
section
.
89
Acts,
ch
288,
§128
;
2002
Acts,
ch
1154,
§72,
125
;
2013
Acts,
ch
31,
§48,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§155,
230
490.1108A
Consideration
of
acquisition
proposals
—
community
interests.
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
of
the
effects
of
any
action
on
shareholders:
a.
The
effects
of
the
action
on
the
corporation
’s
employees,
suppliers,
creditors,
and
customers.
b.
The
effects
of
the
action
on
the
communities
in
which
the
corporation
operates.
c.
The
long-term
as
well
as
short-term
interests
of
the
corporation
and
its
shareholders,
including
the
possibility
that
these
interests
may
be
best
served
by
the
continued
independence
of
the
corporation.
2.
If
on
the
basis
of
the
community
interest
factors
described
in
subsection
1
,
the
board
of
directors
determines
that
a
proposal
or
offer
to
acquire
or
merge
the
corporation
is
not
in
the
best
interests
of
the
corporation,
it
may
reject
the
proposal
or
offer
.
If
the
board
of
directors
determines
to
reject
any
such
proposal
or
offer
,
the
board
of
directors
has
no
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1108A
,
BUSINESS
CORPORA
TIONS
100
obligation
to
facilitate,
to
remove
any
barriers
to
,
or
to
refrain
from
impeding,
the
proposal
or
offer
.
Consideration
of
any
or
all
of
the
community
interest
factors
is
not
a
violation
of
the
business
judgment
rule
or
of
any
duty
of
the
director
to
the
shareholders,
or
a
group
of
shareholders,
even
if
the
director
reasonably
determines
that
a
community
interest
factor
or
factors
outweigh
the
financial
or
other
benefits
to
the
corporation
or
a
shareholder
or
group
of
shareholders.
2002
Acts,
ch
1154,
§73,
125
Referred
to
in
§508B.13
490.1109
Qualified
merger
—
corporation
and
cooperative
association.
A
corporation
and
a
cooperative
association
organized
under
chapter
499
may
merge
as
provided
in
section
499.69A
.
97
Acts,
ch
17,
§1
490.1110
Business
combinations
with
interested
shareholders.
1.
Notwithstanding
any
other
provision
of
this
chapter
,
a
corporation
shall
not
engage
in
any
business
combination
with
an
interested
shareholder
for
a
period
of
three
years
following
the
time
that
the
shareholder
became
an
interested
shareholder
,
unless
any
of
the
following
apply:
a.
P
rior
to
the
time
the
shareholder
became
an
interested
shareholder
,
the
board
of
directors
of
the
corporation
approved
either
the
business
combination
or
the
transaction
which
resulted
in
the
shareholder
becoming
an
interested
shareholder
.
b.
Upon
consummation
of
the
transaction
which
resulted
in
the
shareholder
becoming
an
interested
shareholder
,
the
interested
shareholder
owned
at
least
eighty
-five
percent
of
the
voting
stock
of
the
corporation
outstanding
at
the
time
the
transaction
commenced,
excluding,
for
purposes
of
determining
the
number
of
shares
outstanding,
those
shares
owned
by
persons
who
are
directors
and
officers,
and
by
employee
stock
plans
in
which
employee
participants
do
not
have
the
right
to
determine
confidentially
whether
shares
held
subject
to
the
plan
will
be
tendered
in
a
tender
or
exchange
offer
.
c.
At
or
subsequent
to
the
time
the
shareholder
became
an
interested
shareholder
,
the
business
combination
is
approved
by
the
board
of
directors
and
authorized
at
an
annual
or
special
meeting
of
shareholders
by
the
affirmative
vote
of
at
least
sixty
-six
and
two
-thirds
percent
of
the
outstanding
voting
stock
which
is
not
owned
by
the
interested
shareholder
.
Such
approval
shall
not
be
by
written
consent.
2.
a.
This
section
does
not
apply
in
any
of
the
following
circumstances:
(1)
The
corporation
does
not
have
a
class
of
voting
stock
that
is
listed
on
a
national
securities
exchange,
authorized
for
quotation
on
the
national
association
of
securities
dealers
automated
quotations
–
national
market
system,
or
held
of
record
by
more
than
two
thousand
shareholders,
unless
any
of
the
foregoing
results
from
action
taken,
directly
or
indirectly
,
by
an
interested
shareholder
or
from
a
transaction
in
which
a
person
becomes
an
interested
shareholder
.
(2)
The
corporation
’s
original
articles
of
incorporation
contain
a
provision
expressly
electing
not
to
be
governed
by
this
section
.
(3)
The
corporation,
by
action
of
its
board
of
directors,
adopts
an
amendment
to
its
bylaws
by
no
later
than
September
29,
1997,
expressly
electing
not
to
be
governed
by
this
section
,
which
amendment
shall
not
be
further
amended
by
the
board
of
directors.
(4)
(a)
The
corporation,
by
action
of
its
shareholders,
adopts
an
amendment
to
its
articles
of
incorporation
or
bylaws
expressly
electing
not
to
be
governed
by
this
section
,
provided
that,
in
addition
to
any
other
vote
required
by
law
,
such
amendment
to
the
articles
of
incorporation
or
bylaws
must
be
approved
by
the
affirmative
vote
of
a
majority
of
the
shares
entitled
to
vote.
An
amendment
adopted
pursuant
to
this
subparagraph
is
effective
immediately
in
the
case
of
a
corporation
that
has
never
had
a
class
of
voting
stock
that
falls
within
any
of
the
three
categories
set
out
in
subparagraph
(1)
and
has
not
elected
by
a
provision
in
its
original
articles
of
incorporation
or
any
amendment
to
such
articles
to
be
governed
by
this
section
.
In
all
other
cases,
an
amendment
adopted
pursuant
to
this
subparagraph
is
not
effective
until
twelve
months
after
the
adoption
of
the
amendment
and
does
not
apply
to
any
business
T
ue
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09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

101
BUSINESS
CORPORA
TIONS,
§490.1110
combination
between
the
corporation
and
any
person
who
became
an
interested
shareholder
of
the
corporation
on
or
prior
to
such
adoption.
(b)
An
amendment
to
the
bylaws
adopted
pursuant
to
this
subparagraph
shall
not
be
further
amended
by
the
board
of
directors.
(5)
A
shareholder
becomes
an
interested
shareholder
inadvertently
and
both
of
the
following
apply:
(a)
As
soon
as
practicable
the
shareholder
divests
itself
of
ownership
of
sufficient
shares
so
that
the
shareholder
ceases
to
be
an
interested
shareholder
.
(b)
The
shareholder
would
not,
at
any
time
within
the
three-year
period
immediately
prior
to
a
business
combination
between
the
corporation
and
such
shareholder
,
have
been
an
interested
shareholder
but
for
the
inadvertent
acquisition
of
ownership.
(6)
(a)
The
business
combination
is
proposed
prior
to
the
consummation
or
abandonment
of
and
subsequent
to
the
earlier
of
the
public
announcement
or
the
notice
required
in
this
subparagraph
of
a
proposed
transaction
which
satisfies
all
of
the
following:
(i)
Constitutes
a
transaction
described
in
subparagraph
division
(b).
(ii)
Is
with
or
by
a
person
who
either
was
not
an
interested
shareholder
during
the
previous
three
years
or
who
became
an
interested
shareholder
with
the
approval
of
the
corporation
’s
board
of
directors
or
who
became
an
interested
shareholder
during
the
time
period
described
in
subparagraph
(7).
(iii)
Is
approved
or
not
opposed
by
a
majority
of
the
members
of
the
board
of
directors
then
in
office
who
were
directors
prior
to
any
person
becoming
an
interested
shareholder
during
the
previous
three
years,
or
who
were
recommended
for
election
or
elected
to
succeed
such
directors
by
a
majority
of
such
directors.
(b)
A
proposed
transaction
under
subparagraph
division
(a)
is
limited
to
the
following:
(i)
A
merger
of
the
corporation,
other
than
a
merger
pursuant
to
section
490.1105
.
(ii)
A
sale,
lease,
exchange,
mortgage,
pledge,
transfer
,
or
other
disposition,
in
one
or
more
transactions
and
whether
as
part
of
a
dissolution
or
otherwise,
of
assets
of
the
corporation
or
of
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation,
other
than
to
a
direct
or
indirect
wholly
owned
subsidiary
of
the
corporation
or
to
the
corporation
itself,
which
has
an
aggregate
market
value
equal
to
fifty
percent
or
more
of
either
the
aggregate
market
value
of
all
of
the
assets
of
the
corporation
determined
on
a
consolidated
basis,
or
the
aggregate
market
value
of
all
the
outstanding
stock
of
the
corporation.
(iii)
A
proposed
tender
or
exchange
offer
for
fifty
percent
or
more
of
the
outstanding
voting
stock
of
the
corporation.
(c)
The
corporation
shall
give
no
less
than
twenty
days’
notice
to
all
interested
shareholders
prior
to
the
consummation
of
any
of
the
transactions
described
in
subparagraph
division
(b),
subparagraph
subdivision
(i)
or
(ii).
(7)
The
business
combination
is
with
an
interested
shareholder
who
becomes
an
interested
shareholder
of
the
corporation
at
a
time
when
the
corporation
is
not
subject
to
this
section
pursuant
to
subparagraph
(1),
(2),
(3),
or
(4).
b.
Notwithstanding
paragraph
“a”
,
subparagraphs
(1)
through
(4),
a
corporation
may
elect
under
its
original
articles
of
incorporation
or
any
amendment
to
such
articles
to
be
subject
to
this
section
.
However
,
such
amendment
shall
not
apply
to
restrict
a
business
combination
between
the
corporation
and
an
interested
shareholder
of
the
corporation
if
the
interested
shareholder
became
such
prior
to
the
effective
date
of
the
amendment.
3.
As
used
in
this
section
,
unless
the
context
otherwise
requires:
a.
“
Affiliate”
means
a
person
that
directly
,
or
indirectly
,
through
one
or
more
intermediaries,
controls,
or
is
controlled
by
,
or
is
under
common
control
with,
another
person.
b.
“
Associate”
,
when
used
to
indicate
a
relationship
with
a
person,
means
any
of
the
following:
(1)
A
corporation,
partnership,
unincorporated
association,
or
other
entity
of
which
the
person
is
a
director
,
officer
,
or
partner
or
is,
directly
or
indirectly
,
the
owner
of
twenty
percent
or
more
of
any
class
of
voting
stock.
(2)
A
trust
or
other
estate
in
which
the
person
has
at
least
a
twenty
percent
beneficial
interest
or
as
to
which
such
person
serves
as
trustee
or
in
a
similar
fiduciary
capacity
.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1110,
BUSINESS
CORPORA
TIONS
102
(3)
A
relative
or
spouse
of
the
person,
or
any
relative
of
the
spouse,
who
has
the
same
residence
as
the
person.
c.
“Business
combination
”
,
with
respect
to
a
corporation
and
an
interested
shareholder
of
such
corporation,
means
any
of
the
following:
(1)
A
merger
or
consolidation
of
the
corporation
or
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation
with
the
interested
shareholder
,
or
with
any
other
corporation,
partnership,
unincorporated
association,
or
other
entity
if
the
merger
or
consolidation
is
caused
by
the
interested
shareholder
and
as
a
result
of
such
merger
the
surviving
entity
is
not
subject
to
subsection
1
.
(2)
A
sales,
lease,
exchange,
mortgage,
pledge,
transfer
,
or
other
disposition,
in
one
transaction
or
a
series
of
transactions,
except
proportionately
as
a
shareholder
of
such
corporation,
to
or
with
the
interested
shareholder
,
whether
as
part
of
a
dissolution
or
otherwise,
of
assets
of
the
corporation
or
of
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation
which
assets
have
an
aggregate
market
value
equal
to
ten
percent
or
more
of
either
the
aggregate
market
value
of
all
the
assets
of
the
corporation
determined
on
a
consolidated
basis
or
the
aggregate
market
value
of
all
the
outstanding
stock
of
the
corporation.
(3)
A
transaction
which
results
in
the
issuance
or
transfer
by
the
corporation
or
by
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation
of
any
stock
of
the
corporation
or
of
such
subsidiary
to
the
interested
shareholder
,
except
for
the
following:
(a)
Pursuant
to
the
exercise,
exchange,
or
conversion
of
securities
exercisable
for
,
exchangeable
for
,
or
convertible
into
stock
of
the
corporation
or
such
subsidiary
which
securities
were
outstanding
prior
to
the
time
that
the
interested
shareholder
became
an
interested
shareholder
.
(b)
Pursuant
to
a
merger
under
section
490.1105
.
(c)
Pursuant
to
a
distribution
paid
or
made,
or
the
exercise,
exchange,
or
conversion
of
securities
exercisable
for
,
exchangeable
for
,
or
convertible
into
stock
of
such
corporation
or
any
such
subsidiary
,
which
stock
is
distributed
pro
rata
to
all
holders
of
a
class
or
series
of
stock
of
the
corporation
subsequent
to
the
time
the
interested
shareholder
became
an
interested
shareholder
.
(d)
Pursuant
to
an
exchange
offer
by
the
corporation
to
purchase
stock
made
on
the
same
terms
to
all
holders
of
the
stock.
(e)
Any
issuance
or
transfer
of
stock
by
the
corporation,
provided,
however
,
that
in
no
case
under
subparagraph
divisions
(c)
and
(d)
and
this
subparagraph
division
shall
there
be
an
increase
in
the
interested
shareholder
’s
proportionate
share
of
the
stock
of
any
class
or
series
of
the
corporation
or
of
the
voting
stock
of
the
corporation.
(4)
A
transaction
involving
the
corporation
or
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation
which
has
the
effect,
directly
or
indirectly
,
of
increasing
the
proportionate
share
of
the
stock
of
any
class
or
series,
or
securities
convertible
into
the
stock
of
any
class
or
series,
of
the
corporation
or
of
any
such
subsidiary
which
is
owned
by
the
interested
shareholder
,
except
as
a
result
of
immaterial
changes
due
to
fractional
share
adjustments
or
as
a
result
of
any
purchase
or
redemption
of
any
shares
of
stock
not
caused,
directly
or
indirectly
,
by
the
interested
shareholder
.
(5)
The
receipt
by
the
interested
shareholder
of
the
benefit,
directly
or
indirectly
,
except
proportionately
as
a
shareholder
of
such
corporation,
of
any
loans,
advances,
guarantees,
pledges,
or
other
financial
benefits,
other
than
those
expressly
permitted
in
subparagraphs
(1)
through
(4),
provided
by
or
through
the
corporation
or
any
direct
or
indirect
majority
-
owned
subsidiary
.
d.
“Control”
,
including
the
terms
“controlling”
,
“controlled
by
”
,
and
“under
common
control
with”
,
means
the
ability
,
directly
or
indirectly
,
to
direct
or
cause
the
direction
of
the
management
and
policies
of
a
person,
whether
through
the
ownership
of
voting
stock,
by
contract,
or
otherwise.
A
person
who
is
the
owner
of
twenty
percent
or
more
of
the
outstanding
voting
stock
of
any
corporation,
partnership,
unincorporated
association,
or
other
entity
is
presumed
to
have
control
of
such
entity
,
in
the
absence
of
proof
by
a
preponderance
of
the
evidence
to
the
contrary
.
Notwithstanding
this
paragraph,
a
presumption
of
control
shall
not
apply
where
a
person
holds
voting
stock,
in
good
faith
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

103
BUSINESS
CORPORA
TIONS,
§490.1111
and
not
for
the
purpose
of
circumventing
this
section
,
as
an
agent,
bank,
broker
,
nominee,
custodian,
or
trustee
for
one
or
more
owners
who
do
not
individually
or
as
a
group
have
control
of
such
entity
.
e.
“Interested
shareholder”
means
any
person,
other
than
the
corporation
and
any
direct
or
indirect
majority
-
owned
subsidiary
of
the
corporation,
that
is
the
owner
of
ten
percent
or
more
of
the
outstanding
voting
stock
of
the
corporation,
or
is
an
affiliate
or
associate
of
the
corporation
and
was
the
owner
of
ten
percent
or
more
of
the
outstanding
voting
stock
of
the
corporation
at
any
time
within
the
three-year
period
immediately
prior
to
the
date
on
which
it
is
sought
to
be
determined
whether
such
person
is
an
interested
shareholder
,
and
the
affiliates
and
associates
of
such
person.
“Interested
shareholder”
does
not
include
a
person
whose
ownership
of
shares
in
excess
of
the
ten
percent
limitation
is
the
result
of
action
taken
solely
by
the
corporation,
provided
that
such
person
is
an
interested
shareholder
if,
after
such
action
by
the
corporation,
the
person
acquires
additional
shares
of
voting
stock
of
the
corporation,
other
than
as
a
result
of
further
corporate
action
not
caused,
directly
or
indirectly
,
by
such
person.
F
or
purposes
of
determining
whether
a
person
is
an
interested
shareholder
,
the
outstanding
voting
stock
of
the
corporation
does
not
include
any
other
unissued
stock
of
the
corporation
which
may
be
issuable
pursuant
to
any
agreement,
arrangement,
or
understanding,
or
upon
exercise
of
conversion
rights,
warrants,
or
options,
or
otherwise.
f
.
“Owner”
,
including
the
terms
“own
”
and
“owned”
when
used
with
respect
to
any
stock,
means
a
person
that
individually
or
with
or
through
any
of
such
person
’s
affiliates
or
associates
satisfies
any
of
the
following:
(1)
Beneficially
owns
such
stock,
directly
or
indirectly
.
(2)
Has
the
right
to
do
either
of
the
following:
(a)
Acquire
such
stock,
whether
such
right
is
exercisable
immediately
or
only
after
the
passage
of
time,
pursuant
to
any
agreement,
arrangement,
or
understanding,
or
upon
the
exercise
of
conversion
rights,
exchange
rights,
warrants,
or
options,
or
otherwise.
However
,
a
person
is
not
deemed
the
owner
of
stock
tendered
pursuant
to
a
tender
or
exchange
offer
made
by
such
person
or
any
of
such
person
’s
affiliates
or
associates
until
such
tendered
stock
is
accepted
for
purchase
or
exchange.
(b)
V
ote
such
stock
pursuant
to
any
agreement,
arrangement,
or
understanding.
However
,
a
person
is
not
deemed
the
owner
of
any
stock
because
of
such
person
’s
right
to
vote
such
stock
if
the
agreement,
arrangement,
or
understanding
to
vote
such
stock
arises
solely
from
the
revocable
proxy
or
consent
given
in
response
to
a
proxy
or
consent
solicitation
made
to
ten
or
more
persons.
(3)
Has
any
agreement,
arrangement,
or
understanding
for
the
purpose
of
acquiring,
holding,
voting,
or
disposing
of
such
stock
with
any
other
person
who
beneficially
owns,
or
whose
affiliates
or
associates
beneficially
own,
directly
or
indirectly
,
such
stock.
However
,
an
agreement,
arrangement,
or
understanding
for
the
purpose
of
voting
such
stock
does
not
include
voting
pursuant
to
a
revocable
proxy
or
consent
under
subparagraph
(2),
subparagraph
division
(b).
g.
“P
erson
”
means
any
individual,
corporation,
partnership,
unincorporated
association,
or
other
entity
.
h.
“Stock”
means,
with
respect
to
any
corporation,
capital
stock
and,
with
respect
to
any
other
entity
,
any
equity
interest.
i.
“
V
oting
stock”
means,
with
respect
to
any
corporation,
stock
of
any
class
or
series
entitled
to
vote
generally
in
the
election
of
directors
and,
with
respect
to
any
entity
that
is
not
a
corporation,
any
equity
interest
entitled
to
vote
generally
in
the
election
of
the
governing
body
of
such
entity
.
4.
The
articles
of
incorporation
or
bylaws
shall
not
require,
for
any
vote
of
shareholders
required
by
this
section
,
a
greater
vote
of
shareholders
than
that
specified
in
this
section
.
97
Acts,
ch
117,
§5
;
97
Acts,
ch
188,
§52
;
98
Acts,
ch
1100,
§66
;
2002
Acts,
ch
1154,
§74,
75,
125
;
2009
Acts,
ch
41,
§263
;
2012
Acts,
ch
1023,
§88,
89
490.1111
Conversion.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.930
.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1112,
BUSINESS
CORPORA
TIONS
104
490.1112
Action
on
plan
of
conversion
by
converting
domestic
corporation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.932
.
490.1113
F
ilings
required
for
conversion
—
effective
date.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.933
.
490.1114
Effect
of
conversion.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.935
.
490.1115
through
490.1200
Reserved.
SUBCHAPTER
XII
DISPOSITION
OF
ASSETS
Referred
to
in
§490.1340
490.1201
Disposition
of
assets
not
requiring
shareholder
approval.
No
approval
of
the
shareholders
is
required
to
do
any
of
the
following,
unless
the
articles
of
incorporation
otherwise
provide:
1.
Sell,
lease,
exchange,
or
otherwise
dispose
of
any
of
the
corporation
’s
assets
in
the
usual
and
regular
course
of
business.
2.
Mortgage,
pledge,
dedicate
to
the
repayment
of
indebtedness,
whether
with
or
without
recourse,
or
otherwise
encumber
any
or
all
of
the
corporation
’s
assets,
regardless
of
whether
in
the
usual
and
regular
course
of
business.
3.
T
ransfer
any
or
all
of
the
corporation
’s
assets
to
one
or
more
domestic
or
foreign
corporations
or
other
entities,
all
of
the
shares
or
interests
of
which
are
owned
by
the
corporation.
4.
Distribute
assets
pro
rata
to
the
holders
of
one
or
more
classes
or
series
of
the
corporation
’s
shares.
89
Acts,
ch
288,
§129
;
2002
Acts,
ch
1154,
§76,
125
;
2021
Acts,
ch
165,
§156,
230
Referred
to
in
§490.1202
490.1202
Shareholder
approval
of
certain
dispositions.
1.
A
sale,
lease,
exchange,
or
other
disposition
of
assets,
other
than
a
disposition
described
in
section
490.1201
,
requires
approval
of
the
corporation
’s
shareholders
if
the
disposition
would
leave
the
corporation
without
a
significant
continuing
business
activity
.
A
corporation
will
conclusively
be
deemed
to
have
retained
a
significant
continuing
business
activity
if
it
retains
a
business
activity
that
represented,
for
the
corporation
and
its
subsidiaries
on
a
consolidated
basis,
at
least
twenty
-five
percent
of
total
assets
at
the
end
of
the
most
recently
completed
fiscal
year
,
and
either
twenty
-five
percent
of
either
income
from
continuing
operations
before
taxes
or
twenty
-five
percent
of
revenues
from
continuing
operations,
in
each
case
for
the
most
recently
completed
fiscal
year
;
but
no
presumption
that
the
disposition
will
leave
the
corporation
without
a
significant
continuing
business
activity
shall
arise
from
the
fact
that
the
corporation
’s
continuing
business
activity
does
not
equal
or
exceed
any
of
these
percentages.
2.
T
o
obtain
the
approval
of
the
shareholders
under
subsection
1
,
all
of
the
following
shall
apply:
a.
The
board
of
directors
shall
first
adopt
a
resolution
authorizing
the
disposition.
The
disposition
shall
then
be
approved
by
the
shareholders.
In
submitting
the
disposition
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
disposition,
unless
any
of
the
following
apply:
(1)
The
board
of
directors
makes
a
determination
that
because
of
conflicts
of
interest
or
other
special
circumstances
it
should
not
make
such
a
recommendation.
(2)
Section
490.826
applies.
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

105
BUSINESS
CORPORA
TIONS,
§490.1301
3.
The
board
of
directors
may
set
conditions
for
the
approval
by
the
shareholders
of
a
disposition
or
the
effectiveness
of
the
disposition.
4.
If
a
disposition
is
required
to
be
approved
by
the
shareholders
under
subsection
1
,
and
if
the
approval
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
disposition
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
the
disposition
and
must
contain
a
description
of
the
disposition,
including
the
terms
and
conditions
of
the
disposition
and
the
consideration
to
be
received
by
the
corporation.
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
require
a
greater
vote
or
a
greater
quorum,
the
approval
of
a
disposition
by
the
shareholders
shall
require
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
disposition.
6.
After
a
disposition
has
been
approved
by
the
shareholders
under
this
subchapter
,
and
at
any
time
before
the
disposition
has
been
consummated,
it
may
be
abandoned
by
the
corporation
without
action
by
the
shareholders,
subject
to
any
contractual
rights
of
other
parties
to
the
disposition.
7.
A
disposition
of
assets
in
the
course
of
dissolution
under
subchapter
XIV
is
not
governed
by
this
section
.
8.
The
assets
of
a
direct
or
indirect
consolidated
subsidiary
shall
be
deemed
to
be
the
assets
of
the
parent
corporation
for
the
purposes
of
this
section
.
89
Acts,
ch
288,
§130
;
2002
Acts,
ch
1154,
§77,
125
;
2013
Acts,
ch
31,
§49,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§157,
230
Referred
to
in
§490.1302
490.1203
through
490.1300
Reserved.
SUBCHAPTER
XIII
APPRAISAL
RIGHTS
Referred
to
in
§490.924
,
490.935
,
490.1107
,
499.69A
,
524.1309
,
524.1406
,
524.1417
P
ART
1
RIGHT
TO
APPRAISAL
AND
P
A
YMENT
FOR
SHARES
490.1301
Subchapter
definitions.
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.
F
or
purposes
of
section
490.1302,
subsection
2
,
paragraph
“d”
,
a
person
is
deemed
to
be
an
affiliate
of
its
senior
executives.
2.
“Corporation
”
means
the
domestic
corporation
that
is
the
issuer
of
the
shares
held
by
a
shareholder
demanding
appraisal
and,
for
matters
covered
in
sections
490.1322
through
490.1331
,
“corporation
”
includes
the
survivor
of
a
merger
.
3.
“F
air
value”
means
the
value
of
the
corporation
’s
shares
determined
according
to
the
following:
a.
Immediately
before
the
effectiveness
of
the
corporate
action
to
which
the
shareholder
objects.
b.
Using
customary
and
current
valuation
concepts
and
techniques
generally
employed
for
similar
businesses
in
the
context
of
the
transaction
requiring
appraisal.
c.
W
ithout
discounting
for
lack
of
marketability
or
minority
status
except,
if
appropriate,
for
amendments
to
the
articles
of
incorporation
pursuant
to
section
490.1302,
subsection
1
,
paragraph
“d”
.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1301,
BUSINESS
CORPORA
TIONS
106
4.
“Interest”
means
interest
from
the
date
the
corporate
action
becomes
effective
until
the
date
of
payment,
at
the
rate
of
interest
on
judgments
in
this
state
on
the
effective
date
of
the
corporate
action.
5.
“Interested
transaction
”
means
a
corporate
action
described
in
section
490.1302,
subsection
1
,
other
than
a
merger
pursuant
to
section
490.1105
,
involving
an
interested
person
in
which
any
of
the
shares
or
assets
of
the
corporation
are
being
acquired
or
converted.
As
used
in
this
subsection
:
a.
“Beneficial
owner”
means
any
person
who
,
directly
or
indirectly
,
through
any
contract,
arrangement,
or
understanding,
other
than
a
revocable
proxy
,
has
or
shares
the
power
to
vote,
or
to
direct
the
voting
of,
shares;
except
that
a
member
of
a
national
securities
exchange
is
not
deemed
to
be
a
beneficial
owner
of
securities
held
directly
or
indirectly
by
it
on
behalf
of
another
person
if
the
member
is
precluded
by
the
rules
of
the
exchange
from
voting
without
instruction
on
contested
matters
or
matters
that
may
affect
substantially
the
rights
or
privileges
of
the
holders
of
the
securities
to
be
voted.
When
two
or
more
persons
agree
to
act
together
for
the
purpose
of
voting
their
shares
of
the
corporation,
each
member
of
the
group
formed
thereby
is
deemed
to
have
acquired
beneficial
ownership,
as
of
the
date
of
the
agreement,
of
all
shares
having
voting
power
of
the
corporation
beneficially
owned
by
any
member
of
the
group.
b.
“Excluded
shares”
means
shares
acquired
pursuant
to
an
offer
for
all
shares
having
voting
power
if
the
offer
was
made
within
one
year
before
the
corporate
action
for
consideration
of
the
same
kind
and
of
a
value
equal
to
or
less
than
that
paid
in
connection
with
the
corporate
action.
c.
“Interested
person
”
means
a
person,
or
an
affiliate
of
a
person,
who
at
any
time
during
the
one-year
period
immediately
preceding
approval
by
the
board
of
directors
of
the
corporate
action
was
or
had
any
of
the
following:
(1)
W
as
the
beneficial
owner
of
twenty
percent
or
more
of
the
voting
power
of
the
corporation,
other
than
as
owner
of
excluded
shares.
(2)
Had
the
power
,
contractually
or
otherwise,
other
than
as
owner
of
excluded
shares,
to
cause
the
appointment
or
election
of
twenty
-five
percent
or
more
of
the
directors
to
the
board
of
directors
of
the
corporation.
(3)
W
as
a
senior
executive
or
director
of
the
corporation
or
a
senior
executive
of
any
affiliate
of
the
corporation,
and
that
senior
executive
or
director
will
receive,
as
a
result
of
the
corporate
action,
a
financial
benefit
not
generally
available
to
other
shareholders
as
such,
other
than
any
of
the
following:
(a)
Employment,
consulting,
retirement,
or
similar
benefits
established
separately
and
not
as
part
of
or
in
contemplation
of
the
corporate
action.
(b)
Employment,
consulting,
retirement,
or
similar
benefits
established
in
contemplation
of,
or
as
part
of,
the
corporate
action
that
are
not
more
favorable
than
those
existing
before
the
corporate
action
or
,
if
more
favorable,
that
have
been
approved
on
behalf
of
the
corporation
in
the
same
manner
as
is
provided
in
section
490.862
.
(c)
In
the
case
of
a
director
of
the
corporation
who
will,
in
the
corporate
action,
become
a
director
or
governor
of
the
acquiror
or
any
of
its
affiliates,
rights,
and
benefits
as
a
director
or
governor
that
are
provided
on
the
same
basis
as
those
afforded
by
the
acquiror
generally
to
other
directors
or
governors
of
such
entity
or
such
affiliate.
6.
“P
referred
shares”
means
a
class
or
series
of
shares
whose
holders
have
preference
over
any
other
class
or
series
of
shares
with
respect
to
distributions.
7.
“Senior
executive”
means
the
chief
executive
officer
,
chief
operating
officer
,
chief
financial
officer
,
and
any
individual
in
charge
of
a
principal
business
unit
or
function.
8.
“Shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
a
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§131
;
2000
Acts,
ch
1211,
§2
;
2002
Acts,
ch
1154,
§78,
125
;
2012
Acts,
ch
1023,
§157
;
2013
Acts,
ch
31,
§50,
82
;
2014
Acts,
ch
1001,
§1
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§158,
230
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

107
BUSINESS
CORPORA
TIONS,
§490.1302
490.1302
Right
to
appraisal.
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)
Shareholder
approval
is
required
for
the
merger
by
section
490.1104
or
would
be
required
but
for
the
provisions
of
section
490.1104,
subsection
10
,
except
that
appraisal
rights
shall
not
be
available
to
any
shareholder
of
the
corporation
with
respect
to
shares
of
any
class
or
series
that
remain
outstanding
after
consummation
of
the
merger
.
(2)
The
corporation
is
a
subsidiary
and
the
merger
is
governed
by
section
490.1105
.
b.
Consummation
of
a
share
exchange
to
which
the
corporation
is
a
party
the
shares
of
which
will
be
acquired,
except
that
appraisal
rights
shall
not
be
available
to
any
shareholder
of
the
corporation
with
respect
to
any
class
or
series
of
shares
of
the
corporation
that
is
not
acquired
in
the
share
exchange.
c.
Consummation
of
a
disposition
of
assets
pursuant
to
section
490.1202
if
the
shareholder
is
entitled
to
vote
on
the
disposition,
except
that
appraisal
rights
shall
not
be
available
to
any
shareholder
of
the
corporation
with
respect
to
shares
of
any
class
or
series
if
all
of
the
following
apply:
(1)
Under
the
terms
of
the
corporate
action
approved
by
the
shareholders
there
is
to
be
distributed
to
shareholders
in
cash
the
corporation
’s
net
assets,
in
excess
of
a
reasonable
amount
reserved
to
meet
claims
of
the
type
described
in
sections
490.1406
and
490.1407
,
if
the
distribution
is
made
subject
to
all
of
the
following:
(a)
W
ithin
one
year
after
the
shareholders’
approval
of
the
action.
(b)
In
accordance
with
the
shareholders’
respective
interests
determined
at
the
time
of
distribution.
(2)
The
disposition
of
assets
is
not
an
interested
transaction.
d.
An
amendment
of
the
articles
of
incorporation
with
respect
to
a
class
or
series
of
shares
that
reduces
the
number
of
shares
of
a
class
or
series
owned
by
the
shareholder
to
a
fraction
of
a
share
if
the
corporation
has
the
obligation
or
right
to
repurchase
the
fractional
share
so
created.
e.
Any
other
merger
,
share
exchange,
disposition
of
assets,
or
amendment
to
the
articles
of
incorporation,
in
each
case
to
the
extent
provided
by
the
articles
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
directors.
f
.
Consummation
of
a
domestication
pursuant
to
section
490.920
if
the
shareholder
does
not
receive
shares
in
the
foreign
corporation
resulting
from
the
domestication
that
have
terms
as
favorable
to
the
shareholder
in
all
material
respects,
and
represent
at
least
the
same
percentage
interest
of
the
total
voting
rights
of
the
outstanding
shares
of
the
foreign
corporation,
as
the
shares
held
by
the
shareholder
before
the
domestication.
g.
Consummation
of
a
conversion
of
the
corporation
to
a
nonprofit
corporation
pursuant
to
section
490.930
.
h.
Consummation
of
a
conversion
of
the
corporation
to
an
unincorporated
entity
pursuant
to
section
490.930
.
2.
Notwithstanding
subsection
1
,
the
availability
of
appraisal
rights
under
subsection
1
,
paragraphs
“a”
,
“b”
,
“c”
,
“d”
,
“
f
”
,
and
“h”
,
shall
be
limited
in
accordance
with
the
following
provisions:
a.
Appraisal
rights
shall
not
be
available
for
the
holders
of
shares
of
any
class
or
series
of
shares
which
is
any
of
the
following:
(1)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
the
federal
Securities
Act
of
1933,
as
amended.
(2)
T
raded
in
an
organized
market
and
has
at
least
two
thousand
shareholders
and
a
market
value
of
at
least
twenty
million
dollars,
exclusive
of
the
value
of
such
shares
held
by
the
corporation
’s
subsidiaries,
senior
executives
and
directors,
and
by
any
beneficial
shareholder
and
any
voting
trust
beneficial
owner
owning
more
than
ten
percent
of
such
shares.
(3)
Issued
by
an
open
-end
management
investment
company
registered
with
the
United
States
securities
and
exchange
commission
under
the
federal
Investment
Company
Act
of
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1302,
BUSINESS
CORPORA
TIONS
108
1940,
15
U.S.C.
§80a-1
et
seq.,
and
which
may
be
redeemed
at
the
option
of
the
holder
at
net
asset
value.
b.
The
applicability
of
paragraph
“a”
shall
be
determined
according
to
the
following:
(1)
The
record
date
fixed
to
determine
the
shareholders
entitled
to
receive
notice
of
the
meeting
of
shareholders
to
act
upon
the
corporate
action
requiring
appraisal
rights
or
in
the
case
of
an
offer
made
pursuant
to
section
490.1104,
subsection
10
,
the
date
of
such
offer
.
(2)
If
there
is
no
meeting
of
shareholders
and
no
offer
made
pursuant
to
section
490.1104,
subsection
10
,
the
day
before
the
consummation
of
the
corporate
action
or
effective
date
of
the
amendment
of
the
articles
of
incorporation,
as
applicable.
c.
P
aragraph
“a”
shall
not
be
applicable
and
appraisal
rights
shall
be
available
pursuant
to
subsection
1
under
the
following
circumstances:
(1)
F
or
the
holders
of
any
class
or
series
of
shares
who
are
required
by
the
terms
of
the
corporate
action
requiring
appraisal
rights
to
accept
for
such
shares
anything
other
than
cash
or
shares
of
any
class
or
any
series
of
shares
of
any
corporation,
or
any
other
proprietary
interest
of
any
other
entity
,
that
satisfies
the
standards
set
forth
in
paragraph
“a”
,
at
the
time
the
corporate
action
becomes
effective.
(2)
F
or
the
holders
of
any
class
or
series
of
shares,
in
the
case
of
the
consummation
of
a
disposition
of
assets
pursuant
to
section
490.1202
,
unless
the
cash,
shares,
or
proprietary
interests
received
in
the
disposition
are,
under
the
terms
of
the
corporate
action
approved
by
the
shareholders,
to
be
distributed
to
the
shareholders,
as
part
of
a
distribution
to
shareholders
of
the
net
assets
of
the
corporation
in
excess
of
a
reasonable
amount
to
meet
claims
of
the
type
described
in
sections
490.1406
and
490.1407
,
if
the
distribution
is
made
subject
to
all
of
the
following:
(a)
W
ithin
one
year
after
the
shareholders’
approval
of
the
action.
(b)
In
accordance
with
the
shareholders’
respective
interests
determined
at
the
time
of
the
distribution.
d.
P
aragraph
“a”
shall
not
be
applicable
and
appraisal
rights
shall
be
available
pursuant
to
subsection
1
for
the
holders
of
any
class
or
series
of
shares
where
the
corporate
action
is
an
interested
transaction.
3.
Notwithstanding
any
other
provision
of
this
section
,
the
articles
of
incorporation
as
originally
filed
or
any
amendment
to
the
articles
of
incorporation
may
limit
or
eliminate
appraisal
rights
for
any
class
or
series
of
preferred
shares,
except
that
the
following
shall
apply:
a.
Except
as
provided
in
paragraph
“b”
,
no
such
limitation
or
elimination
shall
be
effective
if
the
class
or
series
does
not
have
the
right
to
vote
separately
as
a
voting
group,
alone
or
as
part
of
a
group,
on
the
action
or
if
the
action
is
a
conversion
under
section
490.930
,
or
a
merger
having
a
similar
effect
as
a
conversion
in
which
the
converted
entity
is
an
eligible
entity
.
b.
Any
such
limitation
or
elimination
contained
in
an
amendment
to
the
articles
of
incorporation
that
limits
or
eliminates
appraisal
rights
for
any
of
such
shares
that
are
outstanding
immediately
before
the
effective
date
of
such
amendment
or
that
the
corporation
is
or
may
be
required
to
issue
or
sell
thereafter
pursuant
to
any
conversion,
exchange,
or
other
right
existing
immediately
before
the
effective
date
of
such
amendment,
shall
not
apply
to
any
corporate
action
that
becomes
effective
within
one
year
after
the
effective
date
of
such
amendment
if
such
action
would
otherwise
afford
appraisal
rights.
89
Acts,
ch
288,
§132
;
2002
Acts,
ch
1154,
§79,
125
;
2008
Acts,
ch
1162,
§122,
155
;
2013
Acts,
ch
31,
§51
–
55,
82
;
2013
Acts,
ch
140,
§72
;
2015
Acts,
ch
30,
§158
;
2019
Acts,
ch
20,
§17
;
2021
Acts,
ch
165,
§159,
230
Referred
to
in
§490.1301
,
490.1320
,
490.1321
,
490.1322
,
490.1340
,
490.1706
,
521I.13
490.1303
Assertion
of
rights
by
nominees
and
beneficial
shareholders.
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
series
owned
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
owner
and
notifies
the
corporation
in
writing
of
the
name
and
address
of
each
beneficial
T
ue
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22:07:44
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Iowa
Code
2026,
Chapter
490
(142,
1)

109
BUSINESS
CORPORA
TIONS,
§490.1320
shareholder
or
voting
trust
beneficial
owner
on
whose
behalf
appraisal
rights
are
being
asserted.
The
rights
of
a
record
shareholder
who
asserts
appraisal
rights
for
only
part
of
the
shares
held
of
record
in
the
record
shareholder
’s
name
under
this
subsection
shall
be
determined
as
if
the
shares
as
to
which
the
record
shareholder
objects
and
the
record
shareholder
’s
other
shares
were
registered
in
the
names
of
different
record
shareholders.
2.
A
beneficial
shareholder
and
a
voting
trust
beneficial
owner
may
assert
appraisal
rights
as
to
shares
of
any
class
or
series
held
on
behalf
of
the
shareholder
only
if
such
shareholder
does
all
of
the
following:
a.
Submits
to
the
corporation
the
record
shareholder
’s
written
consent
to
the
assertion
of
such
rights
no
later
than
the
date
referred
to
in
section
490.1322,
subsection
2
,
paragraph
“b”
,
subparagraph
(2).
b.
Does
so
with
respect
to
all
shares
of
the
class
or
series
that
are
beneficially
owned
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§133
;
2002
Acts,
ch
1154,
§80,
125
;
2002
Acts,
ch
1175,
§91
;
2021
Acts,
ch
165,
§160,
230
490.1304
through
490.1319
Reserved.
P
ART
2
PROCEDURE
FOR
EXERCISE
OF
APPRAISAL
RIGHTS
490.1320
Notice
of
appraisal
rights.
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
section,
must
state
that
the
corporation
has
concluded
that
appraisal
rights
are,
are
not,
or
may
be
available
under
this
subchapter
.
If
the
corporation
concludes
that
appraisal
rights
are
or
may
be
available,
a
copy
of
this
subchapter
must
accompany
the
meeting
notice
or
offer
sent
to
those
record
shareholders
entitled
to
exercise
appraisal
rights.
2.
In
a
merger
pursuant
to
section
490.1105
,
the
parent
entity
shall
notify
in
writing
all
record
shareholders
of
the
subsidiary
who
are
entitled
to
assert
appraisal
rights
that
the
corporate
action
became
effective.
Such
notice
shall
be
sent
within
ten
days
after
the
corporate
action
became
effective
and
include
the
materials
described
in
section
490.1322
.
3.
Where
any
corporate
action
specified
in
section
490.1302,
subsection
1
,
is
to
be
approved
by
written
consent
of
the
shareholders
pursuant
to
section
490.704
,
all
of
the
following
apply:
a.
W
ritten
notice
that
appraisal
rights
are,
are
not,
or
may
be
available
shall
be
sent
to
each
record
shareholder
from
whom
a
consent
is
solicited
at
the
time
consent
of
such
shareholder
is
first
solicited
and,
if
the
corporation
has
concluded
that
appraisal
rights
are
or
may
be
available,
the
notice
must
be
accompanied
by
a
copy
of
this
subchapter
.
b.
W
ritten
notice
that
appraisal
rights
are,
are
not,
or
may
be
available
must
be
delivered
together
with
the
notice
to
nonconsenting
and
nonvoting
shareholders
required
by
section
490.704,
subsections
5
and
6
,
may
include
the
materials
described
in
section
490.1322
,
and,
if
the
corporation
has
concluded
that
appraisal
rights
are
or
may
be
available,
must
be
accompanied
by
a
copy
of
this
subchapter
.
4.
Where
corporate
action
described
in
section
490.1302,
subsection
1
,
is
proposed,
or
a
merger
pursuant
to
section
490.1105
is
effected,
the
notice
referred
to
in
subsection
1
or
3
,
if
the
corporation
concludes
that
appraisal
rights
are
or
may
be
available,
and
in
subsection
2
must
be
accompanied
by
all
of
the
following:
a.
Financial
statements
of
the
corporation
that
issued
the
shares
that
may
be
subject
to
appraisal,
consisting
of
a
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
months
before
the
date
of
the
notice,
an
income
statement
for
that
year
,
and
a
cash
T
ue
Dec
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22:07:44
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Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1320,
BUSINESS
CORPORA
TIONS
110
flow
statement
for
that
year
;
provided
that,
if
such
financial
statements
are
not
reasonably
available,
the
corporation
shall
provide
reasonably
equivalent
financial
information.
b.
The
latest
interim
financial
statements
of
such
corporation,
if
any
.
5.
The
right
to
receive
the
information
described
in
subsection
4
may
be
waived
in
writing
by
a
shareholder
before
or
after
the
corporate
action.
89
Acts,
ch
288,
§134
;
2002
Acts,
ch
1154,
§81,
125
;
2013
Acts,
ch
31,
§56,
82
;
2016
Acts,
ch
1073,
§139
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§161,
230
Referred
to
in
§490.1331
490.1321
Notice
of
intent
to
demand
payment
and
consequences
of
voting
or
consenting.
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,
before
the
vote
is
taken,
written
notice
of
the
shareholder
’s
intent
to
demand
payment
if
the
proposed
action
is
effectuated.
b.
Not
vote,
or
cause
or
permit
to
be
voted,
any
shares
of
such
class
or
series
in
favor
of
the
proposed
action.
2.
If
a
corporate
action
specified
in
section
490.1302,
subsection
1
,
is
to
be
approved
by
written
consent,
a
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
to
any
class
or
series
of
shares
shall
not
sign
a
consent
in
favor
of
the
proposed
action
with
respect
to
that
class
or
series
of
shares.
3.
If
a
corporate
action
specified
in
section
490.1302,
subsection
1
,
does
not
require
shareholder
approval
pursuant
to
section
490.1104,
subsection
10
,
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
before
the
shares
are
purchased
pursuant
to
the
offer
written
notice
of
the
shareholder
’s
intent
to
demand
payment
if
the
proposed
action
is
effected.
b.
Not
tender
,
or
cause
or
permit
to
be
tendered,
any
shares
of
such
class
or
series
in
response
to
such
offer
.
4.
A
shareholder
who
fails
to
satisfy
the
requirements
of
subsection
1,
2,
or
3
is
not
entitled
to
payment
under
this
subchapter
.
89
Acts,
ch
288,
§135
;
2002
Acts,
ch
1154,
§82,
125
;
2013
Acts,
ch
31,
§57,
82
;
2021
Acts,
ch
165,
§162,
230
Referred
to
in
§490.1322
490.1322
Appraisal
notice
and
form.
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,
subsection
1,
2,
or
3
.
In
the
case
of
a
merger
under
section
490.1105
,
the
parent
shall
deliver
an
appraisal
notice
and
form
to
all
record
shareholders
who
may
be
entitled
to
assert
appraisal
rights.
2.
The
appraisal
notice
shall
be
delivered
no
earlier
than
the
date
the
corporate
action
specified
in
section
490.1302,
subsection
1
,
became
effective,
and
no
later
than
ten
days
after
such
date,
and
must
do
all
of
the
following:
a.
Supply
a
form
that
does
all
of
the
following:
(1)
Specifies
the
first
date
of
any
announcement
to
shareholders
made
before
the
date
the
corporate
action
became
effective
of
the
principal
terms
of
the
proposed
corporate
action.
(2)
If
such
announcement
was
made,
requires
the
shareholder
asserting
appraisal
rights
to
certify
whether
beneficial
ownership
of
those
shares
for
which
appraisal
rights
are
asserted
was
acquired
before
that
date.
(3)
Requires
the
shareholder
asserting
appraisal
rights
to
certify
that
such
shareholder
did
not
vote
for
or
consent
to
the
transaction
as
to
the
class
or
series
of
shares
for
which
appraisal
is
sought.
b.
State
all
of
the
following:
(1)
Where
the
form
shall
be
sent
and
where
certificates
for
certificated
shares
shall
be
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

111
BUSINESS
CORPORA
TIONS,
§490.1324
deposited
and
the
date
by
which
those
certificates
must
be
deposited,
which
date
shall
not
be
earlier
than
the
date
by
which
the
corporation
must
receive
the
required
form
under
subparagraph
(2).
(2)
A
date
by
which
the
corporation
shall
receive
the
form,
which
date
shall
not
be
fewer
than
forty
nor
more
than
sixty
days
after
the
date
the
appraisal
notice
is
sent
under
subsection
1
,
and
state
that
the
shareholder
shall
have
waived
the
right
to
demand
appraisal
with
respect
to
the
shares
unless
the
form
is
received
by
the
corporation
by
such
specified
date.
(3)
The
corporation
’s
estimate
of
the
fair
value
of
the
shares.
(4)
That,
if
requested
in
writing,
the
corporation
will
provide,
to
the
shareholder
so
requesting,
within
ten
days
after
the
date
specified
in
subparagraph
(2)
the
number
of
shareholders
who
return
the
forms
by
the
specified
date
and
the
total
number
of
shares
owned
by
them.
(5)
The
date
by
which
the
notice
to
withdraw
under
section
490.1323
shall
be
received,
which
date
shall
be
within
twenty
days
after
the
date
specified
in
subparagraph
(2).
c.
Be
accompanied
by
a
copy
of
this
subchapter
.
89
Acts,
ch
288,
§136
;
91
Acts,
ch
211,
§8
;
2002
Acts,
ch
1154,
§83,
125
;
2013
Acts,
ch
31,
§58
–
61,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§163,
230
Referred
to
in
§490.1301
,
490.1303
,
490.1320
,
490.1323
,
490.1324
,
490.1325
,
490.1331
490.1323
P
erfection
of
rights
—
right
to
withdraw
.
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
notice
by
the
date
referred
to
in
the
notice
pursuant
to
section
490.1322,
subsection
2
,
paragraph
“b”
,
subparagraph
(2).
In
addition,
if
applicable,
the
shareholder
shall
certify
on
the
form
whether
the
beneficial
owner
of
such
shares
acquired
beneficial
ownership
of
the
shares
before
the
date
required
to
be
set
forth
in
the
notice
pursuant
to
section
490.1322,
subsection
2
,
paragraph
“a”
,
subparagraph
(1).
If
a
shareholder
fails
to
make
this
certification,
the
corporation
may
elect
to
treat
the
shareholder
’s
shares
as
after
-acquired
shares
under
section
490.1325
.
Once
a
shareholder
deposits
that
shareholder
’s
certificates
or
,
in
the
case
of
uncertificated
shares,
returns
the
signed
forms,
that
shareholder
loses
all
rights
as
a
shareholder
,
unless
the
shareholder
withdraws
pursuant
to
subsection
2
.
2.
A
shareholder
who
has
complied
with
subsection
1
may
nevertheless
decline
to
exercise
appraisal
rights
and
withdraw
from
the
appraisal
process
by
so
notifying
the
corporation
in
writing
by
the
date
set
forth
in
the
appraisal
notice
pursuant
to
section
490.1322,
subsection
2
,
paragraph
“b”
,
subparagraph
(5).
A
shareholder
who
fails
to
so
withdraw
from
the
appraisal
process
shall
not
thereafter
withdraw
without
the
corporation
’s
written
consent.
3.
A
shareholder
who
does
not
sign
and
return
the
form
and,
in
the
case
of
certificated
shares,
deposit
that
shareholder
’s
share
certificates
where
required,
each
by
the
date
set
forth
in
the
notice
described
in
section
490.1322,
subsection
2
,
shall
not
be
entitled
to
payment
under
this
subchapter
.
89
Acts,
ch
288,
§137
;
2002
Acts,
ch
1154,
§84,
125
;
2003
Acts,
ch
44,
§86
;
2013
Acts,
ch
31,
§62,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§164,
230
Referred
to
in
§490.1301
,
490.1322
,
490.1324
490.1324
P
ayment.
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
amount
the
corporation
estimates
to
be
the
fair
value
of
their
shares,
plus
interest.
2.
The
payment
to
each
shareholder
pursuant
to
subsection
1
must
be
accompanied
by
all
of
the
following:
a.
(1)
Financial
statements
of
the
corporation
that
issued
the
shares
to
be
appraised,
consisting
of
a
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
months
before
the
date
of
payment,
an
income
statement
for
that
year
,
and
a
cash
flow
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1324,
BUSINESS
CORPORA
TIONS
112
statement
for
that
year
;
provided
that,
if
such
annual
financial
statements
are
not
reasonably
available,
the
corporation
shall
provide
reasonably
equivalent
financial
information.
(2)
The
latest
interim
financial
statements
of
such
corporation,
if
any
.
b.
A
statement
of
the
corporation
’s
estimate
of
the
fair
value
of
the
shares,
which
estimate
shall
equal
or
exceed
the
corporation
’s
estimate
given
pursuant
to
section
490.1322,
subsection
2
,
paragraph
“b”
,
subparagraph
(3).
c.
A
statement
that
shareholders
described
in
subsection
1
have
the
right
to
demand
further
payment
under
section
490.1326
and
that
if
any
such
shareholder
does
not
do
so
within
the
time
period
specified
in
section
490.1326,
subsection
2
,
such
shareholder
shall
be
deemed
to
have
accepted
the
payment
under
subsection
1
in
full
satisfaction
of
the
corporation
’s
obligations
under
this
subchapter
.
89
Acts,
ch
288,
§138
;
2002
Acts,
ch
1154,
§85,
125
;
2003
Acts,
ch
44,
§87
;
2013
Acts,
ch
31,
§63,
82
;
2021
Acts,
ch
165,
§165,
230
Referred
to
in
§490.1301
,
490.1325
,
490.1326
,
490.1331
490.1325
A
fter-acquired
shares.
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
the
appraisal
notice
sent
pursuant
to
section
490.1322,
subsection
2
,
paragraph
“a”
.
2.
If
the
corporation
elected
to
withhold
payment
under
subsection
1
,
within
thirty
days
after
the
form
required
by
section
490.1322,
subsection
2
,
paragraph
“b”
,
subparagraph
(2),
is
due,
the
corporation
shall
notify
all
shareholders
who
are
described
in
subsection
1
regarding
all
of
the
following:
a.
Of
the
information
required
by
section
490.1324,
subsection
2
,
paragraph
“a”
.
b.
Of
the
corporation
’s
estimate
of
fair
value
pursuant
to
section
490.1324,
subsection
2
,
paragraph
“b”
.
c.
That
they
may
accept
the
corporation
’s
estimate
of
fair
value,
plus
interest,
in
full
satisfaction
of
their
demands
or
demand
appraisal
under
section
490.1326
.
d.
That
those
shareholders
who
wish
to
accept
such
offer
shall
so
notify
the
corporation
of
their
acceptance
of
the
corporation
’s
offer
within
thirty
days
after
receiving
the
offer
.
e.
That
those
shareholders
who
do
not
satisfy
the
requirements
for
demanding
appraisal
under
section
490.1326
shall
be
deemed
to
have
accepted
the
corporation
’s
offer
.
3.
W
ithin
ten
days
after
receiving
the
shareholder
’s
acceptance
pursuant
to
subsection
2
,
paragraph
“d”
,
the
corporation
shall
pay
in
cash
the
amount
it
offered
under
subsection
2
,
paragraph
“b”
,
plus
interest
to
each
shareholder
who
agreed
to
accept
the
corporation
’s
offer
in
full
satisfaction
of
the
shareholder
’s
demand.
4.
W
ithin
forty
days
after
delivering
the
notice
described
in
subsection
2
,
the
corporation
shall
pay
in
cash
the
amount
it
offered
to
pay
under
subsection
2
,
paragraph
“b”
,
plus
interest
to
each
shareholder
described
in
subsection
2
,
paragraph
“e”
.
89
Acts,
ch
288,
§139
;
91
Acts,
ch
211,
§9
;
2002
Acts,
ch
1154,
§86,
125
;
2013
Acts,
ch
31,
§64,
82
;
2021
Acts,
ch
165,
§166,
230
Referred
to
in
§490.1301
,
490.1323
,
490.1324
,
490.1326
,
490.1330
,
490.1331
490.1326
P
rocedure
if
shareholder
dissatisfied
with
payment
or
offer
.
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
490.1324
plus
interest.
A
shareholder
offered
payment
under
section
490.1325
who
is
dissatisfied
with
that
offer
shall
reject
the
offer
and
demand
payment
of
the
shareholder
’s
stated
estimate
of
the
fair
value
of
the
shares
plus
interest.
2.
A
shareholder
who
fails
to
notify
the
corporation
in
writing
of
that
shareholder
’s
demand
to
be
paid
the
shareholder
’s
stated
estimate
of
the
fair
value
plus
interest
under
subsection
1
within
thirty
days
after
receiving
the
corporation
’s
payment
or
offer
of
payment
under
section
490.1324
or
490.1325
,
respectively
,
waives
the
right
to
demand
payment
under
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

113
BUSINESS
CORPORA
TIONS,
§490.1331
this
section
and
shall
be
entitled
only
to
the
payment
made
or
offered
pursuant
to
those
respective
sections.
89
Acts,
ch
288,
§140
;
91
Acts,
ch
211,
§10
;
97
Acts,
ch
171,
§13
;
2002
Acts,
ch
1154,
§87,
125
;
2021
Acts,
ch
165,
§167,
230
Referred
to
in
§490.1301
,
490.1324
,
490.1325
,
490.1330
,
490.1331
490.1327
and
490.1328
Repealed
by
2002
Acts,
ch
1154,
§123,
125.
490.1329
Reserved.
P
ART
3
JUDICIAL
APPRAISAL
490.1330
Court
action.
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.
If
the
corporation
does
not
commence
the
proceeding
within
the
sixty
-day
period,
it
shall
pay
in
cash
to
each
shareholder
the
amount
the
shareholder
demanded
pursuant
to
section
490.1326
plus
interest.
2.
The
corporation
shall
commence
the
proceeding
in
the
district
court
of
the
county
where
the
corporation
’s
principal
office
or
,
if
none,
its
registered
office
in
this
state
is
located.
If
the
corporation
is
a
foreign
corporation
without
a
registered
office
in
this
state,
it
shall
commence
the
proceeding
in
the
county
in
this
state
where
the
principal
office
or
registered
office
of
the
domestic
corporation
merged
with
the
foreign
corporation
was
located
at
the
time
of
the
transaction.
3.
The
corporation
shall
make
all
shareholders,
regardless
of
whether
they
are
residents
of
this
state,
whose
demands
remain
unsettled
parties
to
the
proceeding
as
in
an
action
against
their
shares,
and
all
parties
shall
be
served
with
a
copy
of
the
petition.
Nonresidents
may
be
served
by
registered
or
certified
mail
or
by
publication
as
provided
by
law
.
4.
The
jurisdiction
of
the
court
in
which
the
proceeding
is
commenced
under
subsection
2
is
plenary
and
exclusive.
The
court
may
appoint
one
or
more
persons
as
appraisers
to
receive
evidence
and
recommend
a
decision
on
the
question
of
fair
value.
The
appraisers
shall
have
the
powers
described
in
the
order
appointing
them,
or
in
any
amendment
to
it.
The
shareholders
demanding
appraisal
rights
are
entitled
to
the
same
discovery
rights
as
parties
in
other
civil
proceedings.
There
shall
be
no
right
to
a
jury
trial.
5.
Each
shareholder
made
a
party
to
the
proceeding
is
entitled
to
judgment
for
any
of
the
following:
a.
The
amount,
if
any
,
by
which
the
court
finds
the
fair
value
of
the
shareholder
’s
shares
exceeds
the
amount
paid
by
the
corporation
to
the
shareholder
for
such
shares,
plus
interest.
b.
The
fair
value,
plus
interest,
of
the
shareholder
’s
shares
for
which
the
corporation
elected
to
withhold
payment
under
section
490.1325
.
89
Acts,
ch
288,
§143
;
2000
Acts,
ch
1211,
§1
;
2002
Acts,
ch
1154,
§88,
125
;
2014
Acts,
ch
1001,
§2
;
2021
Acts,
ch
165,
§168,
230
Referred
to
in
§490.1301
,
490.1331
490.1331
Court
costs
and
e
xpenses.
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,
except
that
the
court
may
assess
court
costs
against
all
or
some
of
the
shareholders
demanding
appraisal,
in
amounts
which
the
court
finds
equitable,
to
the
extent
the
court
finds
such
shareholders
acted
arbitrarily
,
vexatiously
,
or
not
in
good
faith
with
respect
to
the
rights
provided
by
this
subchapter
.
T
ue
Dec
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1331,
BUSINESS
CORPORA
TIONS
114
2.
The
court
in
an
appraisal
proceeding
may
also
assess
the
expenses
of
the
respective
parties
in
amounts
the
court
finds
equitable,
against
any
of
the
following:
a.
The
corporation
and
in
favor
of
any
or
all
shareholders
demanding
appraisal
if
the
court
finds
the
corporation
did
not
substantially
comply
with
the
requirements
of
section
490.1320
,
490.1322
,
490.1324
,
or
490.1325
.
b.
Either
the
corporation
or
a
shareholder
demanding
appraisal,
in
favor
of
any
other
party
,
if
the
court
finds
that
the
party
against
whom
expenses
are
assessed
acted
arbitrarily
,
vexatiously
,
or
not
in
good
faith
with
respect
to
the
rights
provided
by
this
subchapter
.
3.
If
the
court
in
an
appraisal
proceeding
finds
that
the
expenses
incurred
by
any
shareholder
were
of
substantial
benefit
to
other
shareholders
similarly
situated
and
that
such
expenses
should
not
be
assessed
against
the
corporation,
the
court
may
direct
that
such
expenses
be
paid
out
of
the
amounts
awarded
the
shareholders
who
were
benefited.
4.
T
o
the
extent
the
corporation
fails
to
make
a
required
payment
pursuant
to
section
490.1324
,
490.1325
,
or
490.1326
,
the
shareholder
may
sue
directly
for
the
amount
owed,
and
to
the
extent
successful,
shall
be
entitled
to
recover
from
the
corporation
all
expenses
of
the
suit.
89
Acts,
ch
288,
§144
;
2002
Acts,
ch
1154,
§89,
125
;
2013
Acts,
ch
31,
§65,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§169,
230
Referred
to
in
§490.1301
490.1332
through
490.1339
Reserved.
P
ART
4
OTHER
REMEDIES
490.1340
Other
remedies
limited.
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
approved
the
corporate
action.
2.
Subsection
1
does
not
apply
to
a
corporate
action
that
meets
any
of
the
following
conditions:
a.
W
as
not
authorized
and
approved
in
accordance
with
the
applicable
provisions
of
any
of
the
following:
(1)
Subchapter
IX
,
X
,
XI
,
or
XII
.
(2)
The
articles
of
incorporation
or
bylaws.
(3)
The
resolution
of
the
board
of
directors
authorizing
the
corporate
action.
b.
W
as
procured
as
a
result
of
fraud,
a
material
misrepresentation,
or
an
omission
of
a
material
fact
necessary
to
make
statements
made,
in
light
of
the
circumstances
in
which
they
were
made,
not
misleading.
c.
Is
an
interested
transaction,
unless
it
has
been
recommended
by
the
board
of
directors
in
the
same
manner
as
is
provided
in
section
490.862
and
has
been
approved
by
the
shareholders
in
the
same
manner
as
is
provided
in
section
490.863
as
if
the
interested
transaction
were
a
director
’s
conflicting
interest
transaction.
d.
Is
approved
by
less
than
unanimous
consent
of
the
voting
shareholders
pursuant
to
section
490.704
if
all
of
the
following
apply:
(1)
The
challenge
to
the
corporate
action
is
brought
by
a
shareholder
who
did
not
consent
and
as
to
whom
notice
of
the
approval
of
the
corporate
action
was
not
effective
at
least
ten
days
before
the
corporate
action
was
effected.
(2)
The
proceeding
challenging
the
corporate
action
is
commenced
within
ten
days
after
notice
of
the
approval
of
the
corporate
action
is
effective
as
to
the
shareholder
bringing
the
proceeding.
2013
Acts,
ch
31,
§66,
82
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§170,
230
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

115
BUSINESS
CORPORA
TIONS,
§490.1402
490.1341
through
490.1400
Reserved.
SUBCHAPTER
XIV
DISSOL
UTION
Referred
to
in
§15E.207
,
490.640
,
490.1202
P
ART
1
V
OL
UNT
AR
Y
DISSOL
UTION
Referred
to
in
§15E.208
490.1401
Dissolution
by
incorporators
or
initial
directors.
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
of
the
corporation.
2.
The
date
of
its
incorporation.
3.
Either
of
the
following:
a.
That
none
of
the
corporation
’s
shares
has
been
issued.
b.
That
the
corporation
has
not
commenced
business.
4.
That
no
debt
of
the
corporation
remains
unpaid.
5.
That
the
net
assets
of
the
corporation
remaining
after
winding
up
have
been
distributed
to
the
shareholders,
if
shares
were
issued.
6.
That
a
majority
of
the
incorporators
or
initial
directors
authorized
the
dissolution.
89
Acts,
ch
288,
§145
490.1402
Dissolution
by
board
of
directors
and
shareholders.
1.
The
board
of
directors
may
propose
dissolution
for
submission
to
the
shareholders
by
first
adopting
a
resolution
authorizing
the
dissolution.
2.
a.
F
or
a
proposal
to
dissolve
to
be
adopted,
it
shall
then
be
approved
by
the
shareholders.
In
submitting
the
proposal
to
dissolve
to
the
shareholders
for
approval,
the
board
of
directors
shall
recommend
that
the
shareholders
approve
the
dissolution,
unless
any
of
the
following
apply:
(1)
The
board
of
directors
determines
that
because
of
conflict
of
interest
or
other
special
circumstances
it
should
make
no
recommendation.
(2)
Section
490.826
applies.
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
board
shall
inform
the
shareholders
of
the
basis
for
its
so
proceeding.
3.
The
board
of
directors
may
set
conditions
for
the
approval
of
the
proposal
for
dissolution
by
shareholders
or
the
effectiveness
of
the
dissolution.
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
shareholder
,
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
which
the
dissolution
is
to
be
submitted
for
approval.
The
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
dissolving
the
corporation.
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
board
of
directors
acting
pursuant
to
subsection
3
require
a
greater
vote,
a
greater
quorum,
or
a
vote
by
voting
groups,
adoption
of
the
proposal
to
dissolve
shall
require
the
approval
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
proposal
to
dissolve.
89
Acts,
ch
288,
§146
;
2002
Acts,
ch
1154,
§90,
125
;
2013
Acts,
ch
31,
§67,
82
;
2015
Acts,
ch
30,
§159
;
2021
Acts,
ch
165,
§171,
230
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1403,
BUSINESS
CORPORA
TIONS
116
490.1403
Articles
of
dissolution.
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
dissolution
was
approved
by
the
shareholders,
a
statement
that
the
proposal
to
dissolve
was
duly
approved
by
the
shareholders
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation
and
bylaws.
2.
The
articles
of
dissolution
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
490.123
.
A
corporation
is
dissolved
upon
the
effective
date
of
its
articles
of
dissolution.
3.
As
used
in
this
part
,
“dissolved
corporation
”
means
a
corporation
whose
articles
of
dissolution
have
become
effective
and
includes
a
successor
entity
to
which
the
remaining
assets
of
the
corporation
are
transferred
subject
to
its
liabilities
for
purposes
of
liquidation.
89
Acts,
ch
288,
§147
;
2002
Acts,
ch
1154,
§91,
125
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§172,
230
490.1404
Revocation
of
dissolution.
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
directors
alone,
in
which
event
the
board
of
directors
may
revoke
the
dissolution
without
shareholder
action.
3.
After
the
revocation
of
dissolution
is
authorized,
the
corporation
may
revoke
the
dissolution
by
delivering
to
the
secretary
of
state
for
filing
articles
of
revocation
of
dissolution,
together
with
a
copy
of
its
articles
of
dissolution,
that
set
forth
all
of
the
following:
a.
The
name
of
the
corporation.
b.
The
effective
date
of
the
dissolution
that
was
revoked.
c.
The
date
that
the
revocation
of
dissolution
was
authorized.
d.
If
the
corporation
’s
board
of
directors
or
incorporators
revoked
the
dissolution,
a
statement
to
that
effect.
e.
If
the
corporation
’s
board
of
directors
revoked
a
dissolution
as
authorized
by
the
shareholders,
a
statement
that
revocation
was
permitted
by
action
by
the
board
of
directors
alone
pursuant
to
that
authorization.
f
.
If
shareholder
action
was
required
to
revoke
the
dissolution,
a
statement
that
the
revocation
was
duly
approved
by
the
shareholders
in
the
manner
required
by
this
chapter
and
by
the
articles
of
incorporation
and
bylaws.
4.
The
articles
of
revocation
of
dissolution
shall
take
effect
at
the
effective
date
determined
in
accordance
with
section
490.123
.
Revocation
of
dissolution
is
effective
upon
the
effective
date
of
the
articles
of
revocation
of
dissolution.
5.
When
the
revocation
of
dissolution
is
effective,
it
relates
back
to
and
takes
effect
as
of
the
effective
date
of
the
dissolution
and
the
corporation
resumes
carrying
on
its
business
as
if
the
dissolution
had
never
occurred.
89
Acts,
ch
288,
§148
;
2002
Acts,
ch
1154,
§92,
125
;
2003
Acts,
ch
44,
§88
;
2021
Acts,
ch
165,
§173,
230
Referred
to
in
§524.1306
490.1405
Effect
of
dissolution.
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.
Disposing
of
its
properties
that
will
not
be
distributed
in
kind
to
its
shareholders.
c.
Discharging
or
making
provision
for
discharging
its
liabilities.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

117
BUSINESS
CORPORA
TIONS,
§490.1407
d.
Making
distributions
of
its
remaining
assets
among
its
shareholders
according
to
their
interests.
e.
Doing
every
other
act
necessary
to
wind
up
and
liquidate
its
business
and
affairs.
2.
Dissolution
of
a
corporation
does
not
do
any
of
the
following:
a.
T
ransfer
title
to
the
corporation
’s
property
.
b.
P
revent
transfer
of
its
shares
or
securities.
c.
Subject
its
directors
or
officers
to
standards
of
conduct
different
from
those
prescribed
in
subchapter
VIII
.
d.
Change
any
of
the
following:
(1)
Quorum
or
voting
requirements
for
its
board
of
directors
or
shareholders.
(2)
P
rovisions
for
selection,
resignation,
or
removal
of
its
directors
or
officers
or
both.
(3)
P
rovisions
for
amending
its
bylaws.
e.
P
revent
commencement
of
a
proceeding
by
or
against
the
corporation
in
its
corporate
name.
f
.
Abate
or
suspend
a
proceeding
pending
by
or
against
the
corporation
on
the
effective
date
of
dissolution.
g.
T
erminate
the
authority
of
the
registered
agent
of
the
corporation.
3.
A
distribution
in
liquidation
under
this
section
may
only
be
made
by
a
dissolved
corporation.
F
or
purposes
of
determining
the
shareholders
entitled
to
receive
a
distribution
in
liquidation,
the
board
of
directors
may
fix
a
record
date
for
determining
shareholders
entitled
to
a
distribution
in
liquidation,
which
date
shall
not
be
retroactive.
If
the
board
of
directors
does
not
fix
a
record
date
for
determining
shareholders
entitled
to
a
distribution
in
liquidation,
the
record
date
is
the
date
the
board
of
directors
authorizes
the
distribution
in
liquidation.
89
Acts,
ch
288,
§149
;
2019
Acts,
ch
24,
§104
;
2021
Acts,
ch
165,
§174,
230
Referred
to
in
§490.1421
,
490.1433
490.1406
Known
claims
against
dissolved
corporation.
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.
b.
P
rovide
a
mailing
address
where
a
claim
may
be
sent.
c.
State
the
deadline,
which
must
not
be
fewer
than
one
hundred
twenty
days
after
the
written
notice
is
effective,
by
which
the
dissolved
corporation
shall
receive
the
claim.
d.
State
that
the
claim
will
be
barred
if
not
received
by
the
deadline.
3.
A
claim
against
the
dissolved
corporation
is
barred
if
any
of
the
following
occurs:
a.
A
claimant
who
was
given
written
notice
under
subsection
2
does
not
deliver
the
claim
to
the
dissolved
corporation
by
the
deadline.
b.
A
claimant
whose
claim
was
rejected
by
the
dissolved
corporation
does
not
commence
a
proceeding
to
enforce
the
claim
within
ninety
days
after
the
rejection
notice
is
effective.
4.
As
used
in
this
section
,
“claim”
does
not
include
a
contingent
liability
or
a
claim
based
on
an
event
occurring
after
the
effective
date
of
dissolution.
89
Acts,
ch
288,
§150
;
2002
Acts,
ch
1154,
§93,
125
;
2021
Acts,
ch
165,
§175,
230
Referred
to
in
§490.1302
,
490.1407
,
490.1409
,
490.1421
,
490.1433
490.1407
Other
claims
against
dissolved
corporation.
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
the
following:
(1)
One
time
in
a
newspaper
of
general
circulation
in
the
county
where
the
dissolved
corporation
’s
principal
office,
or
,
if
none
in
this
state,
its
registered
office
is
or
was
last
located.
(2)
Be
posted
conspicuously
for
at
least
thirty
days
on
the
dissolved
corporation
’s
internet
site.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1407,
BUSINESS
CORPORA
TIONS
118
b.
Describe
the
information
that
must
be
included
in
a
claim
and
provide
a
mailing
address
where
the
claim
may
be
sent.
c.
State
that
a
claim
against
the
dissolved
corporation
will
be
barred
unless
a
proceeding
to
enforce
the
claim
is
commenced
within
three
years
after
the
publication
of
the
notice.
3.
If
the
dissolved
corporation
publishes
a
notice
in
accordance
with
subsection
2
,
the
claim
of
each
of
the
following
claimants
is
barred
unless
the
claimant
commences
a
proceeding
to
enforce
the
claim
against
the
dissolved
corporation
within
three
years
after
the
publication
date
of
the
notice:
a.
A
claimant
who
was
not
given
written
notice
under
section
490.1406
.
b.
A
claimant
whose
claim
was
timely
sent
to
the
dissolved
corporation
but
not
acted
on
by
the
corporation.
c.
A
claimant
whose
claim
is
contingent
or
based
on
an
event
occurring
after
the
effective
date
of
dissolution.
4.
A
claim
that
is
not
barred
by
section
490.1406,
subsection
2
,
or
subsection
3
of
this
section
,
may
be
enforced
in
any
of
the
following
ways:
a.
Against
the
dissolved
corporation,
to
the
extent
of
its
undistributed
assets.
b.
Except
as
provided
in
section
490.1408,
subsection
4
,
if
the
assets
have
been
distributed
in
liquidation,
against
a
shareholder
of
the
dissolved
corporation
to
the
extent
of
the
shareholder
’s
pro
rata
share
of
the
claim
or
the
corporate
assets
distributed
to
the
shareholder
in
liquidation,
whichever
is
less,
but
a
shareholder
’s
total
liability
for
all
claims
under
this
section
shall
not
exceed
the
total
amount
of
assets
distributed
to
the
shareholder
in
liquidation.
89
Acts,
ch
288,
§151
;
2002
Acts,
ch
1154,
§94,
125
;
2021
Acts,
ch
165,
§176,
230
Referred
to
in
§490.1302
,
490.1408
,
490.1409
,
490.1421
,
490.1433
490.1408
Court
proceedings.
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
amount
and
form
of
security
to
be
provided
for
payment
of
claims
that
are
contingent
or
have
not
been
made
known
to
the
dissolved
corporation
or
that
are
based
on
an
event
occurring
after
the
effective
date
of
dissolution
but
that,
based
on
the
facts
known
to
the
dissolved
corporation,
are
reasonably
estimated
to
arise
after
the
effective
date
of
dissolution.
P
rovision
need
not
be
made
for
any
claim
that
is
or
is
reasonably
anticipated
to
be
barred
under
section
490.1407,
subsection
3
.
2.
W
ithin
ten
days
after
the
filing
of
the
application,
notice
of
the
proceeding
shall
be
given
by
the
dissolved
corporation
to
each
claimant
holding
a
contingent
claim
whose
contingent
claim
is
shown
on
the
records
of
the
dissolved
corporation.
3.
The
court
may
appoint
a
guardian
ad
litem
to
represent
all
claimants
whose
identities
are
unknown
in
any
proceeding
brought
under
this
section
.
The
reasonable
fees
and
expenses
of
such
guardian,
including
all
reasonable
expert
witness
fees,
shall
be
paid
by
the
dissolved
corporation.
4.
P
rovision
by
the
dissolved
corporation
for
security
in
the
amount
and
the
form
ordered
by
the
court
under
subsection
1
,
shall
satisfy
the
dissolved
corporation
’s
obligations
with
respect
to
claims
that
are
contingent,
have
not
been
made
known
to
the
dissolved
corporation
or
are
based
on
an
event
occurring
after
the
effective
date
of
dissolution,
and
such
claims
shall
not
be
enforced
against
a
shareholder
who
received
assets
in
liquidation.
2002
Acts,
ch
1154,
§95,
125
Referred
to
in
§490.1407
,
490.1409
490.1409
Director
duties.
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
of
claims
under
section
490.1406
,
490.1407
,
or
490.1408
shall
not
be
liable
for
breach
of
subsection
1
with
respect
to
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

119
BUSINESS
CORPORA
TIONS,
§490.1422
claims
against
the
dissolved
corporation
that
are
barred
or
satisfied
under
section
490.1406
,
490.1407
,
or
490.1408
.
2002
Acts,
ch
1154,
§96,
125
;
2021
Acts,
ch
165,
§177,
230
Referred
to
in
§490.832
490.1410
through
490.1419
Reserved.
P
ART
2
ADMINISTRA
TIVE
DISSOL
UTION
Referred
to
in
§249A
.40
490.1420
Grounds
for
administrative
dissolution.
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
or
other
laws
of
this
state.
2.
The
corporation
does
not
deliver
its
biennial
report
required
by
section
490.1621
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
3.
The
corporation
is
without
a
registered
agent
or
registered
office
in
this
state
for
sixty
days
or
more.
4.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
corporation
’s
registered
agent
or
registered
office
has
been
changed,
that
its
registered
agent
has
resigned,
or
that
its
registered
office
has
been
discontinued.
5.
The
corporation
’s
period
of
duration
stated
in
its
articles
of
incorporation
expires.
89
Acts,
ch
288,
§152
;
96
Acts,
ch
1170,
§9,
10
;
97
Acts,
ch
171,
§14
;
2010
Acts,
ch
1100,
§18
;
2021
Acts,
ch
165,
§178,
230
Referred
to
in
§490.1421
490.1421
P
rocedure
for
and
effect
of
administrative
dissolution.
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
each
ground
for
dissolution
or
demonstrate
to
the
reasonable
satisfaction
of
the
secretary
of
state
that
each
ground
determined
by
the
secretary
of
state
does
not
exist
within
sixty
days
after
service
of
the
notice
under
section
490.504
,
the
secretary
of
state
shall
administratively
dissolve
the
corporation
by
signing
a
certificate
of
dissolution
that
recites
the
ground
or
grounds
for
dissolution
and
its
effective
date.
The
secretary
of
state
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
the
corporation
under
section
490.504
.
3.
A
corporation
administratively
dissolved
continues
its
corporate
existence
but
shall
not
carry
on
any
business
except
that
necessary
to
wind
up
and
liquidate
its
business
and
affairs
under
section
490.1405
and
notify
claimants
under
sections
490.1406
and
490.1407
.
4.
The
administrative
dissolution
of
a
corporation
does
not
terminate
the
authority
of
its
registered
agent.
89
Acts,
ch
288,
§153
;
96
Acts,
ch
1170,
§11
;
2021
Acts,
ch
165,
§179,
230
Referred
to
in
§490.128
,
490.1420
,
490.1422
490.1422
Reinstatement
following
administrative
dissolution.
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
date
of
dissolution
and
the
effective
date
of
its
administrative
dissolution.
b.
State
that
the
ground
or
grounds
for
dissolution
either
did
not
exist
or
have
been
eliminated.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1422,
BUSINESS
CORPORA
TIONS
120
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
dissolution,
state
a
corporate
name
that
satisfies
the
requirements
of
section
490.401
.
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
that
recites
the
secretary
of
state’s
determination
and
the
effective
date
of
reinstatement,
file
the
certificate
of
reinstatement,
and
deliver
a
copy
to
the
corporation
under
section
490.504
.
b.
If
the
corporate
name
in
subsection
1
,
paragraph
“c”
,
is
different
from
the
corporate
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
articles
of
incorporation
insofar
as
it
pertains
to
the
corporate
name.
A
corporation
shall
not
relinquish
the
right
to
retain
its
corporate
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
corporation
’s
dissolution.
3.
When
the
reinstatement
is
effective,
it
relates
back
to
and
takes
effect
as
of
the
effective
date
of
the
administrative
dissolution
as
if
the
administrative
dissolution
had
never
occurred.
89
Acts,
ch
288,
§154
;
92
Acts,
ch
1244,
§46
;
93
Acts,
ch
17,
§1
;
93
Acts,
ch
126,
§7,
8
;
94
Acts,
ch
1053,
§1
;
96
Acts,
ch
1170,
§12,
13
;
2003
Acts,
ch
145,
§286
;
2006
Acts,
ch
1089,
§9
–
12
;
2010
Acts,
ch
1040,
§2
;
2020
Acts,
ch
1118,
§25
;
2021
Acts,
ch
165,
§180,
230
;
2024
Acts,
ch
1048,
§2
Referred
to
in
§249A
.40
,
488.108
,
490.401
,
504.401
,
504.403
490.1423
Appeal
from
denial
of
reinstatement.
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
corporation
may
appeal
the
denial
of
reinstatement
to
the
district
court
of
the
county
where
the
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office
is
located
within
thirty
days
after
service
of
the
notice
of
denial
is
effected.
The
corporation
appeals
by
petitioning
the
court
to
set
aside
the
dissolution
and
attaching
to
the
petition
copies
of
the
secretary
of
state’s
certificate
of
dissolution,
the
corporation
’s
application
for
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
3.
The
court
may
summarily
order
the
secretary
of
state
to
reinstate
the
dissolved
corporation
or
may
take
other
action
the
court
considers
appropriate.
4.
The
court’s
final
decision
may
be
appealed
as
in
other
civil
proceedings.
89
Acts,
ch
288,
§155
;
2021
Acts,
ch
165,
§181,
230
490.1424
through
490.1429
Reserved.
P
ART
3
JUDICIAL
DISSOL
UTION
490.1430
Grounds
for
judicial
dissolution.
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
to
exceed
or
abuse
the
authority
conferred
upon
it
by
law
.
b.
A
proceeding
by
a
shareholder
if
it
is
established
that
any
of
the
following
conditions
exist:
(1)
The
directors
are
deadlocked
in
the
management
of
the
corporate
affairs,
the
shareholders
are
unable
to
break
the
deadlock,
and
irreparable
injury
to
the
corporation
is
threatened
or
being
suffered,
or
the
business
and
affairs
of
the
corporation
can
no
longer
be
conducted
to
the
advantage
of
the
shareholders
generally
,
because
of
the
deadlock.
(2)
The
directors
or
those
in
control
of
the
corporation
have
acted,
are
acting,
or
will
act
in
a
manner
that
is
illegal,
oppressive,
or
fraudulent.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

121
BUSINESS
CORPORA
TIONS,
§490.1432
(3)
The
shareholders
are
deadlocked
in
voting
power
and
have
failed,
for
a
period
that
includes
at
least
two
consecutive
annual
meeting
dates,
to
elect
successors
to
directors
whose
terms
have
expired.
(4)
The
corporate
assets
are
being
misapplied
or
wasted.
c.
A
proceeding
by
a
creditor
if
it
is
established
that
any
of
the
following
applies:
(1)
The
creditor
’s
claim
has
been
reduced
to
judgment,
the
execution
on
the
judgment
returned
unsatisfied,
and
the
corporation
is
insolvent.
(2)
The
corporation
has
admitted
in
writing
that
the
creditor
’s
claim
is
due
and
owing
and
the
corporation
is
insolvent.
d.
A
proceeding
by
the
corporation
to
have
its
voluntary
dissolution
continued
under
court
supervision.
e.
A
proceeding
by
a
shareholder
if
the
corporation
has
abandoned
its
business
and
has
failed
within
a
reasonable
time
to
liquidate
and
distribute
its
assets
and
dissolve.
2.
Subsection
1
,
paragraph
“b”
,
shall
not
apply
in
the
case
of
a
corporation
that,
on
the
date
of
the
filing
of
the
proceeding,
has
a
class
or
series
of
shares
which
is
any
of
the
following:
a.
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
the
federal
Securities
Act
of
1933.
b.
Not
a
covered
security
,
but
is
held
by
at
least
three
hundred
shareholders
and
the
shares
outstanding
have
a
market
value
of
at
least
twenty
million
dollars,
exclusive
of
the
value
of
such
shares
held
by
the
corporation
’s
subsidiaries,
senior
executives,
directors,
and
if
they
own
more
than
ten
percent
of
such
shares,
beneficial
shareholders,
and
voting
trust
beneficial
owners.
3.
a.
As
used
in
subsection
1
,
“shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
an
unrestricted
voting
trust
beneficial
owner
.
b.
As
used
in
subsection
2
,
“shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
a
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§156
;
2013
Acts,
ch
31,
§68,
82
;
2021
Acts,
ch
165,
§182,
230
Referred
to
in
§490.304
,
490.1431
,
490.1433
,
490.1434
490.1431
P
rocedure
for
judicial
dissolution.
1.
V
enue
for
a
proceeding
by
the
attorney
general
to
dissolve
a
corporation
lies
in
P
olk
county
.
V
enue
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
registered
office
is
or
was
last
located.
2.
It
is
not
necessary
to
make
shareholders
parties
to
a
proceeding
to
dissolve
a
corporation
unless
relief
is
sought
against
them
individually
.
3.
A
court
in
a
proceeding
brought
to
dissolve
a
corporation
may
issue
injunctions,
appoint
a
receiver
or
custodian
during
the
proceeding
with
all
powers
and
duties
the
court
directs,
take
other
action
required
to
preserve
the
corporate
assets
wherever
located,
and
carry
on
the
business
of
the
corporation
until
a
full
hearing
can
be
held.
4.
W
ithin
ten
days
of
the
commencement
of
a
proceeding
to
dissolve
a
corporation
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
the
corporation
shall
deliver
to
all
shareholders,
other
than
the
petitioner
,
a
notice
stating
that
the
shareholders
are
entitled
to
avoid
the
dissolution
of
the
corporation
by
electing
to
purchase
the
petitioner
’s
shares
under
section
490.1434
,
and
accompanied
by
a
copy
of
section
490.1434
.
89
Acts,
ch
288,
§157
;
2002
Acts,
ch
1154,
§97,
125
;
2013
Acts,
ch
31,
§69,
82
;
2021
Acts,
ch
165,
§183,
230
490.1432
Receivership
or
custodianship.
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
corporation.
The
court
shall
hold
a
hearing,
after
notifying
all
parties
to
the
proceeding
and
any
interested
persons
designated
by
the
court,
before
appointing
a
receiver
or
custodian.
The
court
appointing
a
receiver
or
custodian
has
jurisdiction
over
the
corporation
and
all
of
its
property
wherever
located.
2.
The
court
may
appoint
an
individual
or
a
domestic
or
foreign
corporation
or
eligible
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1432,
BUSINESS
CORPORA
TIONS
122
entity
as
a
receiver
or
custodian,
which,
if
a
foreign
corporation
or
foreign
eligible
entity
,
must
be
registered
to
do
business
in
this
state.
The
court
may
require
the
receiver
or
custodian
to
post
bond,
with
or
without
sureties,
in
an
amount
the
court
directs.
3.
The
court
shall
describe
the
powers
and
duties
of
the
receiver
or
custodian
in
its
appointing
order
,
which
may
be
amended
from
time
to
time.
Among
other
powers
all
of
the
following
apply:
a.
The
receiver
may
do
any
or
all
of
the
following:
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
corporation
wherever
located,
at
a
public
or
private
sale.
(2)
Sue
and
defend
in
the
receiver
’s
own
name
as
receiver
of
the
corporation
in
all
courts
of
this
state.
b.
The
custodian
may
exercise
all
of
the
powers
of
the
corporation,
through
or
in
place
of
its
board
of
directors,
to
the
extent
necessary
to
manage
the
affairs
of
the
corporation
in
the
best
interests
of
its
shareholders
and
creditors.
c.
The
receiver
or
custodian
shall
have
such
other
powers
and
duties
as
the
court
may
provide
in
the
appointing
order
,
which
may
be
amended
from
time
to
time.
4.
The
court
during
a
receivership
may
redesignate
the
receiver
a
custodian
and
during
a
custodianship
may
redesignate
the
custodian
a
receiver
.
5.
The
court
from
time
to
time
during
the
receivership
or
custodianship
may
order
compensation
paid
and
expenses
paid
or
reimbursed
to
the
receiver
or
custodian
from
the
assets
of
the
corporation
or
proceeds
from
the
sale
of
the
assets.
89
Acts,
ch
288,
§158
;
2013
Acts,
ch
31,
§70,
82
;
2021
Acts,
ch
165,
§184,
230
490.1433
Decree
of
dissolution.
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
certified
copy
of
the
decree
to
the
secretary
of
state,
who
shall
file
it.
2.
After
entering
the
decree
of
dissolution,
the
court
shall
direct
the
winding
up
and
liquidation
of
the
corporation
’s
business
and
affairs
in
accordance
with
section
490.1405
and
the
notification
of
claimants
in
accordance
with
sections
490.1406
and
490.1407
.
89
Acts,
ch
288,
§159
Referred
to
in
§602.8102(68)
490.1434
Election
to
purchase
in
lieu
of
dissolution.
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.
An
election
pursuant
to
this
section
shall
be
irrevocable
unless
the
court
determines
that
it
is
equitable
to
set
aside
or
modify
the
election.
2.
An
election
to
purchase
pursuant
to
this
section
may
be
filed
with
the
court
at
any
time
within
ninety
days
after
the
filing
of
the
petition
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
or
at
such
later
time
as
the
court
in
its
discretion
may
allow
.
If
the
election
to
purchase
is
filed
by
one
or
more
shareholders,
the
corporation
shall,
within
ten
days
thereafter
,
give
written
notice
to
all
shareholders,
other
than
the
petitioner
.
The
notice
must
state
the
name
and
number
of
shares
owned
by
the
petitioner
and
the
name
and
number
of
shares
owned
by
each
electing
shareholder
and
must
advise
the
recipients
of
their
right
to
join
in
the
election
to
purchase
shares
in
accordance
with
this
section
.
Shareholders
who
wish
to
participate
shall
file
notice
of
their
intention
to
join
in
the
purchase
no
later
than
thirty
days
after
the
effectiveness
of
the
notice
to
them.
All
shareholders
who
have
filed
an
election
or
notice
of
their
intention
to
participate
in
the
election
to
purchase
thereby
become
parties
to
the
proceeding
and
shall
participate
in
the
purchase
in
proportion
to
their
ownership
of
shares
as
of
the
date
the
first
election
was
filed,
unless
they
otherwise
agree
or
the
court
otherwise
directs.
After
an
election
has
been
filed
by
the
corporation
or
one
or
more
shareholders,
the
proceeding
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
shall
not
be
discontinued
or
settled,
nor
shall
the
petitioning
shareholder
sell
or
otherwise
dispose
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

123
BUSINESS
CORPORA
TIONS,
§490.1440
of
the
shareholder
’s
shares,
unless
the
court
determines
that
it
would
be
equitable
to
the
corporation
and
the
shareholders,
other
than
the
petitioner
,
to
permit
such
discontinuance,
settlement,
sale,
or
other
disposition.
3.
If,
within
sixty
days
of
the
filing
of
the
first
election,
the
parties
reach
agreement
as
to
the
fair
value
and
terms
of
purchase
of
the
petitioner
’s
shares,
the
court
shall
enter
an
order
directing
the
purchase
of
the
petitioner
’s
shares
upon
the
terms
and
conditions
agreed
to
by
the
parties.
4.
If
the
parties
are
unable
to
reach
an
agreement
as
provided
for
in
subsection
3
,
the
court,
upon
application
of
any
party
,
shall
stay
the
proceedings
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
and
determine
the
fair
value
of
the
petitioner
’s
shares
as
of
the
day
before
the
date
on
which
the
petition
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
was
filed
or
as
of
such
other
date
as
the
court
deems
appropriate
under
the
circumstances.
5.
Upon
determining
the
fair
value
of
the
shares,
the
court
shall
enter
an
order
directing
the
purchase
upon
such
terms
and
conditions
as
the
court
deems
appropriate,
which
may
include
payment
of
the
purchase
price
in
installments,
where
necessary
in
the
interests
of
equity
,
provision
for
security
to
assure
payment
of
the
purchase
price
and
any
additional
expenses
as
may
have
been
awarded,
and,
if
the
shares
are
to
be
purchased
by
shareholders,
the
allocation
of
shares
among
them.
In
allocating
the
petitioner
’s
shares
among
holders
of
different
classes
or
series
of
shares,
the
court
should
attempt
to
preserve
the
existing
distribution
of
voting
rights
among
holders
of
different
classes
or
series
insofar
as
practicable
and
may
direct
that
holders
of
a
specific
class
or
classes
or
series
shall
not
participate
in
the
purchase.
Interest
may
be
allowed
at
the
rate
and
from
the
date
determined
by
the
court
to
be
equitable,
but
if
the
court
finds
that
the
refusal
of
the
petitioning
shareholder
to
accept
an
offer
of
payment
was
arbitrary
or
otherwise
not
in
good
faith,
no
interest
shall
be
allowed.
If
the
court
finds
that
the
petitioning
shareholder
had
probable
grounds
for
relief
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
subparagraph
(2)
or
(4),
it
may
award
expenses
to
the
petitioning
shareholder
.
6.
Upon
entry
of
an
order
under
subsection
3
or
5
,
the
court
shall
dismiss
the
petition
to
dissolve
the
corporation
under
section
490.1430,
subsection
1
,
paragraph
“b”
,
and
the
petitioning
shareholder
shall
no
longer
have
any
rights
or
status
as
a
shareholder
of
the
corporation,
except
the
right
to
receive
the
amounts
awarded
by
the
order
of
the
court
which
shall
be
enforceable
in
the
same
manner
as
any
other
judgment.
7.
The
purchase
ordered
pursuant
to
subsection
5
shall
be
made
within
ten
days
after
the
date
the
order
becomes
final.
8.
Any
payment
by
the
corporation
pursuant
to
an
order
under
subsection
3
or
5
,
other
than
an
award
of
expenses
pursuant
to
subsection
5
,
is
subject
to
the
provisions
of
section
490.640
.
2002
Acts,
ch
1154,
§98,
125
;
2013
Acts,
ch
31,
§71,
82
;
2021
Acts,
ch
165,
§185,
230
Referred
to
in
§490.1431
,
490.1432
490.1435
through
490.1439
Reserved.
P
ART
4
MISCELLANEOUS
490.1440
Deposit
with
state
treasurer
.
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
official
for
safekeeping.
When
the
creditor
,
claimant,
or
shareholder
furnishes
satisfactory
proof
of
entitlement
to
the
amount
deposited,
the
treasurer
of
state
or
other
appropriate
state
official
shall
pay
such
person,
or
the
representative
of
such
person,
that
amount.
89
Acts,
ch
288,
§160
;
2021
Acts,
ch
165,
§186,
230
Referred
to
in
§489.1112
,
524.1305
,
524.1310
,
533.404
,
556.6
T
ue
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1441,
BUSINESS
CORPORA
TIONS
124
490.1441
through
490.1500
Reserved.
SUBCHAPTER
XV
FOREIGN
CORPORA
TIONS
Referred
to
in
§490.120
,
490.140
,
490.933
,
524.1805
490.1501
Governing
law
.
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
in
this
state
because
of
any
difference
between
the
law
of
the
foreign
corporation
’s
jurisdiction
of
formation
and
the
law
of
this
state.
3.
Registration
of
a
foreign
corporation
to
do
business
in
this
state
does
not
permit
the
foreign
corporation
to
engage
in
any
business
or
affairs
or
exercise
any
power
that
a
domestic
corporation
cannot
lawfully
engage
in
or
exercise
in
this
state.
89
Acts,
ch
288,
§161
;
2021
Acts,
ch
165,
§187,
230
Referred
to
in
§490.1502
490.1502
Registration
to
do
business
in
this
state.
1.
A
foreign
corporation
shall
not
do
business
in
this
state
until
it
registers
with
the
secretary
of
state
under
this
chapter
.
2.
A
foreign
corporation
doing
business
in
this
state
shall
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
is
registered
to
do
business
in
this
state.
3.
The
failure
of
a
foreign
corporation
to
register
to
do
business
in
this
state
does
not
impair
the
validity
of
a
contract
or
act
of
the
foreign
corporation
or
preclude
it
from
defending
a
proceeding
in
this
state.
4.
A
limitation
on
the
liability
of
a
shareholder
or
director
of
a
foreign
corporation
is
not
waived
solely
because
the
foreign
corporation
does
business
in
this
state
without
registering.
5.
Section
490.1501,
subsection
1
,
applies
even
if
a
foreign
corporation
fails
to
register
under
this
chapter
.
89
Acts,
ch
288,
§162
;
2021
Acts,
ch
165,
§188,
230
490.1503
F
oreign
registration
statement.
1.
T
o
register
to
do
business
in
this
state,
a
foreign
corporation
shall
deliver
a
foreign
registration
statement
to
the
secretary
of
state
for
filing.
The
registration
statement
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
following:
a.
The
corporate
name
of
the
foreign
corporation
and,
if
the
name
does
not
comply
with
section
490.401
,
an
alternate
name
as
required
by
section
490.1506
.
b.
The
foreign
corporation
’s
jurisdiction
of
formation.
c.
The
street
and
mailing
addresses
of
the
foreign
corporation
’s
principal
office
and,
if
the
law
of
the
foreign
corporation
’s
jurisdiction
of
formation
requires
the
foreign
corporation
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office.
d.
The
street
and
mailing
addresses
of
the
foreign
corporation
’s
registered
office
in
this
state
and
the
name
of
its
registered
agent
at
that
office.
e.
The
names
and
business
addresses
of
its
directors
and
principal
officers.
2.
The
foreign
corporation
shall
deliver
the
completed
foreign
registration
statement
to
the
secretary
of
state,
and
also
deliver
to
the
secretary
of
state
a
certificate
of
existence
or
a
document
of
similar
import
duly
authenticated
by
the
secretary
of
state
or
other
official
having
custody
of
corporate
records
in
the
state
or
country
under
whose
law
it
is
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
to
the
date
the
application
is
filed
by
the
secretary
of
state.
89
Acts,
ch
288,
§163
;
96
Acts,
ch
1170,
§14
;
2021
Acts,
ch
165,
§189,
230
Referred
to
in
§490.140
,
490.1504
,
490.1506
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

125
BUSINESS
CORPORA
TIONS,
§490.1507
490.1504
Amendment
of
foreign
registration
statement.
A
registered
foreign
corporation
shall
sign
and
deliver
to
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
registration
statement
if
there
is
a
change
in
any
of
the
following:
1.
Its
name
or
alternate
name.
2.
Its
jurisdiction
of
formation,
unless
its
registration
is
deemed
to
have
been
withdrawn
under
section
490.1508
or
transferred
under
section
490.1510
.
3.
An
address
required
by
section
490.1503,
subsection
1
,
paragraph
“c”
.
89
Acts,
ch
288,
§164
;
2021
Acts,
ch
165,
§190,
230
490.1505
Activities
not
constituting
doing
business.
1.
Activities
of
a
foreign
corporation
that
do
not
constitute
doing
business
in
this
state
for
purposes
of
this
subchapter
include
all
of
the
following:
a.
Maintaining,
defending,
mediating,
arbitrating,
or
settling
a
proceeding.
b.
Carrying
on
any
activity
concerning
the
internal
affairs
of
the
foreign
corporation,
including
holding
meetings
of
its
shareholders
or
board
of
directors.
c.
Maintaining
accounts
in
financial
institutions.
d.
Maintaining
offices
or
agencies
for
the
transfer
,
exchange,
and
registration
of
securities
of
the
foreign
corporation
or
maintaining
trustees
or
depositories
with
respect
to
those
securities.
e.
Selling
through
independent
contractors.
f
.
Soliciting
or
obtaining
orders
by
any
means
if
the
orders
require
acceptance
outside
this
state
before
they
become
contracts.
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
security
interests
in
property
.
h.
Securing
or
collecting
debts
or
enforcing
mortgages
or
security
interests
in
property
securing
the
debts,
and
holding,
protecting,
or
maintaining
property
so
acquired.
i.
Conducting
an
isolated
transaction
that
is
not
in
the
course
of
similar
transactions.
j.
Owning,
protecting,
and
maintaining
property
.
k.
Doing
business
in
interstate
commerce.
2.
This
section
does
not
apply
in
determining
the
contacts
or
activities
that
may
subject
a
foreign
corporation
to
service
of
process,
taxation,
or
regulation
under
the
laws
of
this
state
other
than
this
chapter
.
89
Acts,
ch
288,
§165
;
2021
Acts,
ch
165,
§191,
230
490.1506
Noncomplying
name
of
foreign
corporation.
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
statement
under
section
490.1503
,
or
if
applicable,
a
transfer
of
registration
statement
under
section
490.1510
,
setting
forth
that
alternate
name.
After
registering
to
do
business
in
this
state
with
an
alternate
name,
a
foreign
corporation
shall
do
business
in
this
state
under
any
of
the
following:
a.
The
alternate
name.
b.
The
foreign
corporation
’s
name,
with
the
addition
of
its
jurisdiction
of
formation.
2.
If
a
registered
foreign
corporation
changes
its
name
after
registration
to
a
name
that
does
not
comply
with
section
490.401
,
it
shall
not
do
business
in
this
state
until
it
complies
with
subsection
1
by
amending
its
registration
statement
to
adopt
an
alternate
name
that
complies
with
section
490.401
.
89
Acts,
ch
288,
§166
;
96
Acts,
ch
1170,
§15
;
2006
Acts,
ch
1089,
§13
;
2021
Acts,
ch
165,
§192,
230
Referred
to
in
§490.1503
,
490.1510
,
490.1621
490.1507
W
ithdrawal
of
registration
of
registered
foreign
corporation.
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
corporation
and
its
jurisdiction
of
formation.
T
ue
Dec
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1507,
BUSINESS
CORPORA
TIONS
126
b.
That
the
foreign
corporation
is
not
doing
business
in
this
state
and
that
it
withdraws
its
registration
to
do
business
in
this
state.
c.
That
the
foreign
corporation
revokes
the
authority
of
its
registered
agent
in
this
state.
d.
An
address
to
which
process
on
the
foreign
corporation
may
be
sent
by
the
secretary
of
state
under
section
490.504,
subsection
3
.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
corporation,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
490.504
.
2021
Acts,
ch
165,
§193,
230
Referred
to
in
§490.504
F
ormer
section
490.1507
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§193,
230
490.1508
Deemed
withdrawal
upon
domestication
or
conversion
to
certain
domestic
entities.
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
effectiveness
of
such
event.
2021
Acts,
ch
165,
§194,
230
Referred
to
in
§490.1504
F
ormer
section
490.1508
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§194,
230
490.1509
W
ithdrawal
upon
dissolution
or
conversion
to
certain
nonfiling
entities.
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
be
signed
by
the
dissolved
corporation
or
the
converted
domestic
or
foreign
nonfiling
entity
and
state:
a.
In
the
case
of
a
foreign
corporation
that
has
completed
winding
up
all
of
the
following:
(1)
Its
name
and
jurisdiction
of
formation.
(2)
That
the
foreign
corporation
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(3)
An
address
to
which
process
on
the
foreign
corporation
may
be
sent
by
the
secretary
of
state
under
section
490.504,
subsection
3
.
b.
In
the
case
of
a
foreign
corporation
that
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership
all
of
the
following:
(1)
The
name
of
the
converting
foreign
corporation
and
its
jurisdiction
of
formation.
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
converted
and
its
name
and
jurisdiction
of
formation.
(3)
That
it
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(4)
An
address
to
which
process
on
the
foreign
corporation
may
be
sent
by
the
secretary
of
state
under
section
490.504,
subsection
3
.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
corporation,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
490.504
.
2021
Acts,
ch
165,
§195,
230
Referred
to
in
§490.504
F
ormer
section
490.1509
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§195,
230
490.1510
T
ransfer
of
registration.
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
transfer
of
registration
statement.
The
transfer
of
registration
statement
must
be
signed
by
the
surviving
or
converted
foreign
corporation
and
state
all
of
the
following:
a.
The
name
of
the
registered
foreign
corporation
and
its
jurisdiction
of
formation
before
the
merger
or
conversion.
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Code
2026,
Chapter
490
(142,
1)

127
BUSINESS
CORPORA
TIONS,
§490.1512
b.
The
name
of
the
surviving
or
converted
foreign
corporation
and
its
jurisdiction
of
formation
after
the
merger
or
conversion
and,
if
the
name
does
not
comply
with
section
490.401
,
an
alternate
name
adopted
pursuant
to
section
490.1506
.
c.
All
of
the
following
information
regarding
the
surviving
or
converted
foreign
corporation
after
the
merger
or
conversion:
(1)
The
street
and
mailing
addresses
of
the
principal
office
of
the
foreign
corporation
and,
if
the
law
of
the
foreign
corporation
’s
jurisdiction
of
formation
requires
it
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office.
(2)
The
street
and
mailing
addresses
of
the
foreign
corporation
’s
registered
office
in
this
state
and
the
name
of
its
registered
agent
at
that
office.
2.
On
the
effective
date
of
a
transfer
of
registration
statement
as
determined
in
accordance
with
section
490.123
,
the
registration
of
the
registered
foreign
corporation
to
do
business
in
this
state
is
transferred
without
interruption
to
the
foreign
corporation
into
which
it
has
merged
or
to
which
it
has
been
converted.
2021
Acts,
ch
165,
§196,
230
Referred
to
in
§490.1504
,
490.1506
F
ormer
section
490.1510
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§196,
230
490.1511
Administrative
termination
of
registration.
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
penalties
imposed
by
this
chapter
or
other
laws
of
this
state.
b.
The
foreign
corporation
does
not
deliver
its
biennial
report
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
c.
The
foreign
corporation
is
without
a
registered
agent
or
registered
office
in
this
state
for
sixty
days
or
more.
d.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
foreign
corporation
’s
registered
agent
or
registered
office
has
been
changed,
that
its
registered
agent
has
resigned,
or
that
its
registered
office
has
been
discontinued.
2.
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
corporation
by
doing
all
of
the
following:
a.
Filing
a
certificate
of
termination.
b.
Delivering
a
copy
of
the
certificate
of
termination
to
the
foreign
corporation
’s
registered
agent
or
,
if
the
foreign
corporation
does
not
have
a
registered
agent,
to
the
foreign
corporation
’s
principal
office.
3.
The
certificate
of
termination
must
state
all
of
the
following:
a.
The
effective
date
of
the
termination,
which
must
be
not
less
than
sixty
days
after
the
secretary
of
state
delivers
the
copy
of
the
certificate
of
termination
as
prescribed
in
subsection
2
,
paragraph
“b”
.
b.
The
grounds
for
termination
under
subsection
1
.
4.
The
registration
of
a
registered
foreign
corporation
ceases
on
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
unless
before
that
date
the
foreign
corporation
cures
each
ground
for
termination
stated
in
the
certificate
of
termination.
If
the
foreign
corporation
cures
each
ground,
the
secretary
of
state
shall
file
a
statement
that
the
certificate
of
termination
is
withdrawn.
5.
After
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
490.504
.
2021
Acts,
ch
165,
§197,
230
;
2022
Acts,
ch
1058,
§13
Referred
to
in
§490.504
490.1512
Action
by
attorney
general.
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
T
ue
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1513,
BUSINESS
CORPORA
TIONS
128
490.1513
through
490.1519
Reserved.
490.1520
W
ithdrawal
of
foreign
corporation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.1507
.
490.1521
and
490.1522
Reserved.
490.1523
T
ransfer
of
authority
.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.1510
.
490.1524
through
490.1529
Reserved.
490.1530
Grounds
for
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.1511
.
490.1531
P
rocedure
for
and
effect
of
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.1511
.
490.1532
Appeal
from
revocation.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
490.1533
through
490.1600
Reserved.
SUBCHAPTER
XVI
RECORDS
AND
REPORTS
P
ART
1
RECORDS
490.1601
Corporate
records.
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
facts
are
not
included
in
the
articles
of
incorporation
or
otherwise
available
as
specified
in
section
490.120,
subsection
11
,
paragraph
“e”
.
c.
Its
bylaws
as
currently
in
effect.
d.
All
written
communications
within
the
past
three
years
to
shareholders
generally
.
e.
Minutes
of
all
meetings
of,
and
records
of
all
actions
taken
without
a
meeting
by
,
its
shareholders,
its
board
of
directors,
and
board
committees
established
under
section
490.825
.
f
.
A
list
of
the
names
and
business
addresses
of
its
current
directors
and
officers.
g.
Its
most
recent
biennial
report
delivered
to
the
secretary
of
state
under
section
490.1621
.
2.
A
corporation
shall
maintain
all
annual
financial
statements
prepared
for
the
corporation
for
its
last
three
fiscal
years,
or
such
shorter
period
of
existence,
and
any
audit
or
other
reports
with
respect
to
such
financial
statements.
3.
A
corporation
shall
maintain
accounting
records
in
a
form
that
permits
preparation
of
its
financial
statements.
4.
A
corporation
shall
maintain
a
record
of
its
current
shareholders
in
alphabetical
order
by
class
or
series
of
shares
showing
the
address
of
each
shareholder
to
which
notices
and
other
communications
from
the
corporation
are
to
be
sent,
and
which
shall
include
the
number
and
class
or
series
of
shares
held
by
each
such
shareholder
.
In
addition,
if
a
shareholder
has
provided
an
electronic
mail
address
to
the
corporation
or
has
consented
to
receive
notices
or
other
communications
by
electronic
mail
or
other
electronic
transmission,
the
record
of
shareholders
shall
include
the
electronic
mail
or
other
electronic
transmission
address
of
the
shareholder
if
notices
or
other
communications
are
being
delivered
by
the
T
ue
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

129
BUSINESS
CORPORA
TIONS,
§490.1602
corporation
to
the
shareholder
at
such
electronic
mail
or
other
electronic
transmission
address
pursuant
to
section
490.141,
subsection
4
.
An
electronic
mail
address
of
a
shareholder
shall
be
deemed
to
be
provided
by
a
shareholder
if
the
electronic
mail
address
is
contained
in
a
communication
to
the
corporation
by
or
on
behalf
of
the
shareholder
unless
the
communication
expressly
indicates
that
the
electronic
mail
address
shall
not
be
used
to
deliver
notices
or
other
communications.
5.
A
corporation
shall
maintain
the
records
specified
in
this
section
in
a
manner
so
that
they
may
be
made
available
for
inspection
within
a
reasonable
time.
89
Acts,
ch
288,
§175
;
97
Acts,
ch
171,
§19
;
2007
Acts,
ch
140,
§11,
12
;
2013
Acts,
ch
31,
§74,
82
;
2021
Acts,
ch
165,
§199,
230
;
2022
Acts,
ch
1058,
§4
Referred
to
in
§490.141
,
490.840
,
490.1602
490.1602
Inspection
rights
of
shareholders.
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
taken
without
a
meeting
by
,
the
corporation
’s
board
of
directors
and
board
committees
established
under
section
490.825
,
if
the
shareholder
gives
the
corporation
a
signed
written
notice
of
the
shareholder
’s
demand
at
least
five
business
days
before
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy
.
2.
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
copy
,
during
regular
business
hours
at
a
reasonable
location
specified
by
the
corporation,
any
of
the
following
records
of
the
corporation
if
the
shareholder
meets
the
requirements
of
subsection
3
and
gives
the
corporation
a
signed
written
notice
of
the
shareholder
’s
demand
at
least
five
business
days
before
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy
any
of
the
following:
a.
The
financial
statements
of
the
corporation
maintained
in
accordance
with
section
490.1601,
subsection
2
.
b.
Accounting
records
of
the
corporation.
c.
Excerpts
from
minutes
of
any
meeting
of,
or
records
of
any
actions
taken
without
a
meeting
by
,
the
corporation
’s
board
of
directors
and
board
committees
maintained
in
accordance
with
section
490.1601,
subsection
1
.
d.
The
record
of
shareholders
maintained
in
accordance
with
section
490.1601,
subsection
4
.
3.
A
shareholder
may
inspect
and
copy
the
records
described
in
subsection
2
only
if
all
of
the
following
apply:
a.
The
shareholder
’s
demand
is
made
in
good
faith
and
for
a
proper
purpose.
b.
The
shareholder
’s
demand
describes
with
reasonable
particularity
the
shareholder
’s
purpose
and
the
records
the
shareholder
desires
to
inspect.
c.
The
records
are
directly
connected
with
the
shareholder
’s
purpose.
4.
The
corporation
may
impose
reasonable
restrictions
on
the
confidentiality
,
use,
or
distribution
of
records
described
in
subsection
2
.
5.
F
or
any
meeting
of
shareholders
for
which
the
record
date
for
determining
shareholders
entitled
to
vote
at
the
meeting
is
different
from
the
record
date
for
notice
of
the
meeting,
any
person
who
becomes
a
shareholder
subsequent
to
the
record
date
for
notice
of
the
meeting
and
is
entitled
to
vote
at
the
meeting
is
entitled
to
obtain
from
the
corporation
upon
request
the
notice
and
any
other
information
provided
by
the
corporation
to
shareholders
in
connection
with
the
meeting,
unless
the
corporation
has
made
such
information
generally
available
to
shareholders
by
posting
it
on
its
internet
site
or
by
other
generally
recognized
means.
F
ailure
of
a
corporation
to
provide
such
information
does
not
affect
the
validity
of
action
taken
at
the
meeting.
6.
The
right
of
inspection
granted
by
this
section
shall
not
be
abolished
or
limited
by
a
corporation
’s
articles
of
incorporation
or
bylaws.
7.
This
section
does
not
affect
any
of
the
following:
a.
The
right
of
a
shareholder
to
inspect
records
under
section
490.720
or
,
if
the
shareholder
is
in
litigation
with
the
corporation,
to
the
same
extent
as
any
other
litigant.
b.
The
power
of
a
court,
independently
of
this
chapter
,
to
compel
the
production
of
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1602,
BUSINESS
CORPORA
TIONS
130
corporate
records
for
examination
and
to
impose
reasonable
restrictions
as
provided
in
section
490.1604,
subsection
3
,
provided
that,
in
the
case
of
production
of
records
described
in
subsection
2
,
at
the
request
of
a
shareholder
,
the
shareholder
has
met
the
requirements
of
subsection
3
.
8.
As
used
in
this
section
,
“shareholder”
means
a
record
shareholder
,
a
beneficial
shareholder
,
and
an
unrestricted
voting
trust
beneficial
owner
.
89
Acts,
ch
288,
§176
;
2013
Acts,
ch
31,
§75,
82
;
2021
Acts,
ch
165,
§200,
230
Referred
to
in
§490.720
,
490.1603
,
490.1604
490.1603
Scope
of
inspection
right.
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
copies
by
photocopy
or
other
means
chosen
by
the
corporation,
including
furnishing
copies
through
an
electronic
transmission.
3.
The
corporation
may
comply
at
its
expense
with
a
shareholder
’s
demand
to
inspect
the
record
of
shareholders
under
section
490.1602,
subsection
2
,
paragraph
“d”
,
by
providing
the
shareholder
with
a
list
of
shareholders
that
was
compiled
no
earlier
than
the
date
of
the
shareholder
’s
demand.
4.
The
corporation
may
impose
a
reasonable
charge
to
cover
the
costs
of
providing
copies
of
documents
to
the
shareholder
,
which
may
be
based
on
an
estimate
of
such
costs.
89
Acts,
ch
288,
§177
;
2002
Acts,
ch
1154,
§99,
125
;
2013
Acts,
ch
31,
§76,
82
;
2021
Acts,
ch
165,
§201,
230
Referred
to
in
§490.720
490.1604
Court-
ordered
inspection.
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
this
state,
its
registered
office
is
located,
may
summarily
order
inspection
and
copying
of
the
records
demanded
at
the
corporation
’s
expense
upon
application
of
the
shareholder
.
2.
If
a
corporation
does
not
within
a
reasonable
time
allow
a
shareholder
who
complies
with
section
490.1602,
subsection
2
,
to
inspect
and
copy
the
records
required
by
that
section,
the
shareholder
who
complies
with
section
490.1602,
subsection
3
,
may
apply
to
the
district
court
in
the
county
where
the
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office
is
located
for
an
order
to
permit
inspection
and
copying
of
the
records
demanded.
The
court
shall
dispose
of
an
application
under
this
subsection
on
an
expedited
basis.
3.
If
the
court
orders
inspection
and
copying
of
the
records
demanded
under
section
490.1602,
subsection
2
,
it
may
impose
reasonable
restrictions
on
their
confidentiality
,
use,
or
distribution
by
the
demanding
shareholder
and
it
shall
also
order
the
corporation
to
pay
the
shareholder
’s
expenses
incurred
to
obtain
the
order
,
unless
the
corporation
establishes
that
it
refused
inspection
in
good
faith
because
of
any
of
the
following:
a.
The
corporation
had
a
reasonable
basis
for
doubt
about
the
right
of
the
shareholder
to
inspect
the
records
demanded.
b.
The
corporation
required
reasonable
restrictions
on
the
confidentiality
,
use,
or
distribution
of
the
records
demanded
to
which
the
demanding
shareholder
had
been
unwilling
to
agree.
89
Acts,
ch
288,
§178
;
2013
Acts,
ch
31,
§77,
82
;
2021
Acts,
ch
165,
§202,
230
Referred
to
in
§490.1602
490.1605
Inspection
of
records
by
directors.
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,
but
not
for
any
other
purpose
or
in
any
manner
that
would
violate
any
duty
to
the
corporation.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

131
BUSINESS
CORPORA
TIONS,
§490.1620
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
order
inspection
and
copying
of
the
books,
records,
and
documents
at
the
corporation
’s
expense,
upon
application
of
a
director
who
has
been
refused
such
inspection
rights,
unless
the
corporation
establishes
that
the
director
is
not
entitled
to
such
inspection
rights.
The
court
shall
dispose
of
an
application
under
this
subsection
on
an
expedited
basis.
3.
If
an
order
is
issued,
the
court
may
include
provisions
protecting
the
corporation
from
undue
burden
or
expense,
and
prohibiting
the
director
from
using
information
obtained
upon
exercise
of
the
inspection
rights
in
a
manner
that
would
violate
a
duty
to
the
corporation,
and
may
also
order
the
corporation
to
reimburse
the
director
for
the
director
’s
expenses
incurred
in
connection
with
the
application.
2002
Acts,
ch
1154,
§100,
125
;
2021
Acts,
ch
165,
§203,
230
490.1606
Ex
ception
to
notice
requirement.
Repealed
by
2021
Acts,
ch
165,
§217,
230
.
See
§490.141(13)
.
490.1607
through
490.1619
Reserved.
P
ART
2
REPORTS
490.1620
F
inancial
statements
for
shareholders.
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
which
annual
financial
statements
have
been
prepared
for
the
corporation.
If
financial
statements
have
been
prepared
for
the
corporation
on
the
basis
of
generally
accepted
accounting
principles
for
such
specified
period,
the
corporation
shall
deliver
or
make
available
such
financial
statements
to
the
requesting
shareholder
.
If
the
annual
financial
statements
to
be
delivered
or
made
available
to
the
requesting
shareholder
are
audited
or
otherwise
reported
upon
by
a
public
accountant,
the
report
shall
also
be
delivered
or
made
available
to
the
requesting
shareholder
.
2.
A
corporation
shall
deliver
,
or
make
available
and
provide
written
notice
of
availability
of,
the
financial
statements
required
under
subsection
1
to
the
requesting
shareholder
within
five
business
days
of
delivery
of
such
written
request
to
the
corporation.
3.
A
corporation
may
fulfill
its
responsibilities
under
this
section
by
delivering
the
specified
financial
statements,
or
otherwise
making
them
available,
in
any
manner
permitted
by
the
applicable
rules
and
regulations
of
the
federal
securities
and
exchange
commission.
4.
Notwithstanding
the
provisions
of
subsections
1,
2,
and
3
,
all
of
the
following
apply:
a.
As
a
condition
to
delivering
or
making
available
financial
statements
to
a
requesting
shareholder
,
the
corporation
may
require
the
requesting
shareholder
to
agree
to
reasonable
restrictions
on
the
confidentiality
,
use,
and
distribution
of
such
financial
statements.
b.
The
corporation
may
,
if
it
reasonably
determines
that
the
shareholder
’s
request
is
not
made
in
good
faith
or
for
a
proper
purpose,
decline
to
deliver
or
make
available
such
financial
statements
to
that
shareholder
.
5.
If
a
corporation
does
not
respond
to
a
shareholder
’s
request
for
annual
financial
statements
pursuant
to
this
section
in
accordance
with
subsection
2
within
five
business
days
of
delivery
of
such
request
to
the
corporation
all
of
the
following
shall
apply:
a.
The
requesting
shareholder
may
apply
to
the
district
court
of
the
county
where
the
corporation
’s
principal
office,
or
if
none
in
this
state,
its
registered
office
is
located
for
an
order
requiring
delivery
of
or
access
to
the
requested
financial
statements.
The
court
shall
dispose
of
an
application
under
this
subsection
on
an
expedited
basis.
b.
If
the
court
orders
delivery
or
access
to
the
requested
financial
statements,
it
may
impose
reasonable
restrictions
on
their
confidentiality
,
use,
or
distribution.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1620,
BUSINESS
CORPORA
TIONS
132
c.
In
such
proceeding,
if
the
corporation
has
declined
to
deliver
or
make
available
such
financial
statements
because
the
shareholder
had
been
unwilling
to
agree
to
restrictions
proposed
by
the
corporation
on
the
confidentiality
,
use,
and
distribution
of
such
financial
statements,
the
corporation
shall
have
the
burden
of
demonstrating
that
the
restrictions
proposed
by
the
corporation
were
reasonable.
d.
In
such
proceeding,
if
the
corporation
has
declined
to
deliver
or
make
available
such
financial
statements
pursuant
to
subsection
4
,
paragraph
“b”
,
the
corporation
shall
have
the
burden
of
demonstrating
that
it
had
reasonably
determined
that
the
shareholder
’s
request
was
not
made
in
good
faith
or
for
a
proper
purpose.
e.
If
the
court
orders
delivery
or
access
to
the
requested
financial
statements
it
shall
order
the
corporation
to
pay
the
shareholder
’s
expenses
incurred
to
obtain
such
order
unless
the
corporation
establishes
that
it
had
refused
delivery
or
access
to
the
requested
financial
statements
because
the
shareholder
had
refused
to
agree
to
reasonable
restrictions
on
the
confidentiality
,
use,
or
distribution
of
the
financial
statements
or
that
the
corporation
had
reasonably
determined
that
the
shareholder
’s
request
was
not
made
in
good
faith
or
for
a
proper
purpose.
89
Acts,
ch
288,
§179
;
2013
Acts,
ch
31,
§79,
82
;
2014
Acts,
ch
1024,
§4
;
2021
Acts,
ch
165,
§204,
230
490.1621
Biennial
report
for
secretar
y
of
state.
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
in
this
state.
c.
The
street
and
mailing
addresses
of
its
principal
office.
d.
The
names
and
business
addresses
of
the
president,
secretary
,
treasurer
,
and
one
of
the
board
of
directors.
2.
Each
foreign
corporation
registered
to
do
business
in
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
biennial
report
that
sets
forth
all
of
the
following:
a.
The
name
of
the
foreign
corporation
and,
if
the
name
does
not
comply
with
section
490.401
,
an
alternate
name
as
required
by
section
490.1506
.
b.
The
foreign
corporation
’s
jurisdiction
of
formation.
c.
The
street
and
mailing
addresses
of
the
foreign
corporation
’s
principal
office
and,
if
the
law
of
the
foreign
corporation
’s
jurisdiction
of
formation
requires
the
foreign
corporation
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office.
d.
The
street
and
mailing
addresses
of
the
foreign
corporation
’s
registered
office
in
this
state
and
the
name
of
its
registered
agent
at
that
office.
e.
The
names
and
business
addresses
of
the
president,
secretary
,
treasurer
,
and
one
of
the
board
of
directors.
3.
Information
in
the
biennial
report
must
be
current
as
of
the
date
the
biennial
report
is
signed
on
behalf
of
the
corporation.
The
report
shall
be
executed
on
behalf
of
the
corporation
and
signed
as
provided
in
section
490.120
or
by
any
other
person
authorized
by
the
board
of
directors
of
the
corporation.
4.
The
first
biennial
report
shall
be
delivered
to
the
secretary
of
state
between
January
1
and
April
1
of
the
first
even
-numbered
year
following
the
calendar
year
in
which
a
domestic
corporation
was
incorporated
or
a
foreign
corporation
was
registered
to
do
business
in
this
state.
Subsequent
biennial
reports
must
be
delivered
to
the
secretary
of
state
between
January
1
and
April
1
of
the
following
even
-numbered
calendar
years.
F
or
purposes
of
this
section
,
each
biennial
report
shall
contain
information
related
to
the
two
-year
period
immediately
preceding
the
calendar
year
in
which
the
report
is
filed.
5.
If
a
biennial
report
does
not
contain
the
information
required
by
this
section
,
the
secretary
of
state
shall
promptly
notify
the
reporting
domestic
or
foreign
corporation
in
writing
and
return
the
report
to
it
for
correction.
If
the
report
is
corrected
to
contain
the
information
required
by
this
section
and
delivered
to
the
secretary
of
state
within
thirty
days
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

133
BUSINESS
CORPORA
TIONS,
§490.1701
after
the
notice
from
the
secretary
of
state
becomes
effective
as
determined
in
accordance
with
section
490.141
,
it
is
deemed
to
be
timely
filed.
6.
The
secretary
of
state
may
provide
for
the
change
of
registered
office
or
registered
agent
on
the
form
prescribed
by
the
secretary
of
state
for
the
biennial
report,
provided
that
the
form
contains
the
information
required
in
section
490.502
.
If
the
secretary
of
state
determines
that
a
biennial
report
does
not
contain
the
information
required
by
this
section
but
otherwise
meets
the
requirements
of
section
490.502
for
the
purpose
of
changing
the
registered
office
or
registered
agent,
the
secretary
of
state
shall
file
the
statement
of
change
of
registered
office
or
registered
agent,
effective
as
provided
in
section
490.123
,
before
returning
the
biennial
report
to
the
corporation
as
provided
in
this
section
.
A
statement
of
change
of
registered
office
or
agent
pursuant
to
this
subsection
shall
be
executed
by
a
person
authorized
to
execute
the
biennial
report.
89
Acts,
ch
288,
§181
CS89,
§490.1622
96
Acts,
ch
1170,
§20,
21
;
97
Acts,
ch
171,
§20
;
2010
Acts,
ch
1100,
§19
;
2021
Acts,
ch
165,
§205,
216,
230
C2022,
§490.1621
2022
Acts,
ch
1021,
§146
;
2022
Acts,
ch
1058,
§14
Referred
to
in
§455B.397
,
455B.430
,
490.120
,
490.121
,
490.125
,
490.128
,
490.140
,
490.141
,
490.502
,
490.1420
,
490.1601
,
490.1801
490.1622
Biennial
report
for
secretar
y
of
state.
T
ransferred
to
§490.1621
;
2021
Acts,
ch
165,
§205,
216,
230
.
490.1623
through
490.1700
Reserved.
SUBCHAPTER
XVII
BENEFIT
CORPORA
TIONS
F
ormer
sections
490.1701
–
490.1703
stricken
by
2021
Acts,
ch
165,
§206
–
208
;
for
similar
provisions,
see
subchapter
XVIII
490.1701
Application
of
subchapter
—
definitions.
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
which
case
such
requirements
apply
.
The
inclusion
of
a
provision
in
this
subchapter
does
not
imply
that
a
contrary
or
different
rule
of
law
applies
to
a
corporation
that
is
not
a
benefit
corporation.
This
subchapter
does
not
affect
a
statute
or
rule
of
law
that
applies
to
a
corporation
that
is
not
a
benefit
corporation.
2.
As
used
in
this
subchapter
:
a.
“Benefit
corporation
”
means
a
corporation
that
includes
in
its
articles
of
incorporation
a
statement
that
the
corporation
is
subject
to
this
subchapter
.
b.
“Public
benefit”
means
a
positive
effect,
or
reduction
of
negative
effects,
on
one
or
more
communities
or
categories
of
persons
or
entities,
other
than
shareholders
solely
in
their
capacity
as
shareholders,
or
on
the
environment,
including
effects
of
an
artistic,
charitable,
economic,
educational,
cultural,
literary
,
medical,
religious,
social,
ecological,
or
scientific
nature.
c.
“Public
benefit
provision
”
means
a
provision
in
the
articles
of
incorporation
which
states
that
the
corporation
shall
pursue
one
or
more
identified
public
benefits.
d.
“Responsible
and
sustainable
manner”
means
a
manner
that
does
all
of
the
following:
(1)
Pursues
through
the
business
of
the
corporation
the
creation
of
a
positive
effect
on
society
and
the
environment,
taken
as
a
whole,
that
is
material
taking
into
consideration
the
corporation
’s
size
and
the
nature
of
its
business.
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1701,
BUSINESS
CORPORA
TIONS
134
(2)
Considers,
in
addition
to
the
interests
of
shareholders,
the
interests
of
stakeholders
known
to
be
affected
by
the
conduct
of
the
business
of
the
corporation.
2021
Acts,
ch
165,
§206,
230
F
ormer
section
490.1701
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§206,
230
490.1702
Name
—
share
certificates.
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
benefit
corporation,
and
any
information
statement
delivered
by
a
benefit
corporation
pursuant
to
section
490.626,
subsection
2
,
must
note
conspicuously
that
the
corporation
is
a
benefit
corporation
subject
to
this
subchapter
.
2021
Acts,
ch
165,
§207,
230
F
ormer
section
490.1702
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§207,
230
490.1703
Certain
amendments
and
transactions
—
votes
required.
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
on
any
such
amendment
or
transaction,
the
approval
of
at
least
two
-thirds
of
the
outstanding
shares
of
each
such
separate
voting
group
entitled
to
vote
thereon,
shall
be
required
for
a
corporation
that
is
not
a
benefit
corporation
to
do
any
of
the
following:
a.
Amend
its
articles
of
incorporation
to
include
a
statement
that
it
is
subject
to
this
subchapter
.
b.
Merge
with
or
into
,
or
enter
into
a
share
exchange
with,
another
entity
,
or
effect
a
domestication
or
conversion,
if,
as
a
result
of
the
merger
,
share
exchange,
domestication,
or
conversion,
the
shares
of
any
voting
group
would
become,
or
be
converted
into
or
exchanged
for
the
right
to
receive,
shares
of
a
benefit
corporation
or
shares
or
interests
in
an
entity
subject
to
provisions
of
organic
law
analogous
to
those
in
this
subchapter
;
provided,
however
,
that
in
the
case
of
this
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
all,
voting
groups
are
so
affected,
then
only
the
shares
in
the
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
subsection
.
2.
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
on
any
such
amendment
or
transaction,
the
approval
of
at
least
two
-thirds
of
the
voting
power
of
the
outstanding
shares
of
each
such
separate
voting
group,
shall
be
required
for
a
benefit
corporation
to
do
any
of
the
following:
a.
Amend
its
articles
of
incorporation
to
eliminate
a
statement
that
the
corporation
is
subject
to
this
subchapter
.
b.
Merge
with
or
into
,
or
enter
into
a
share
exchange
with,
another
entity
,
or
effect
a
domestication
or
conversion
if,
as
a
result
of
the
merger
,
share
exchange,
domestication,
or
conversion,
the
shares
of
any
voting
group
would
become,
or
be
converted
into
or
exchanged
for
the
right
to
receive,
shares
or
interests
in
an
entity
that
is
neither
a
benefit
corporation
nor
an
entity
subject
to
provisions
of
organic
law
analogous
to
those
in
this
subchapter
;
provided,
however
,
that
in
the
case
of
this
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
all,
voting
groups
are
so
affected,
then
only
the
shares
in
the
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
subsection
.
3.
The
vote
required
under
subsections
1
and
2
is
in
addition
to
any
vote
otherwise
required
under
this
chapter
.
2021
Acts,
ch
165,
§208,
230
F
ormer
section
490.1703
stricken
effective
January
1,
2022,
by
2021
Acts,
ch
165,
§208,
230
490.1704
Duties
of
directors.
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
.
T
ue
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09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

135
BUSINESS
CORPORA
TIONS,
§490.1705
b.
In
a
manner
that
pursues
the
public
benefit
or
benefits
identified
in
any
public
benefit
provision.
2.
In
fulfilling
the
duties
under
subsection
1
,
a
director
shall
consider
,
to
the
extent
affected,
in
addition
to
the
interests
of
shareholders
generally
,
the
separate
interests
of
stakeholders
known
to
be
affected
by
the
business
of
the
corporation
including
all
of
the
following:
a.
The
employees
and
workforces
of
the
corporation,
its
subsidiaries,
and
its
suppliers.
b.
Customers.
c.
Communities
or
society
,
including
those
of
each
community
in
which
offices
or
facilities
of
the
corporation,
its
subsidiaries,
or
its
suppliers
are
located.
d.
The
local
and
global
environment.
3.
A
director
of
a
benefit
corporation
shall
not,
by
virtue
of
the
duties
imposed
by
subsections
1
and
2
,
owe
any
duty
to
a
person
other
than
the
benefit
corporation
due
to
any
interest
of
the
person
in
the
status
of
the
corporation
as
a
benefit
corporation
or
in
any
public
benefit
provision.
4.
Unless
otherwise
provided
in
the
articles
of
incorporation,
the
violation
by
a
director
of
the
duties
imposed
by
subsections
1
and
2
shall
not
constitute
an
intentional
infliction
of
harm
on
the
corporation
or
the
shareholders
for
the
purposes
of
section
490.202,
subsection
2
,
paragraphs
“d”
and
“e”
.
2021
Acts,
ch
165,
§209,
230
;
2022
Acts,
ch
1058,
§7
Referred
to
in
§490.1705
490.1705
Annual
benefit
report.
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
provision,
and
to
consider
the
interests
described
in
section
490.1704,
subsection
2
.
The
annual
benefit
report
must
include
all
of
the
following:
a.
The
objectives
that
the
board
of
directors
has
established
for
the
corporation
to
operate
in
a
responsible
and
sustainable
manner
,
to
pursue
any
public
benefit
or
benefits
identified
in
any
public
benefit
provision,
and
to
consider
the
interests
described
in
section
490.1704,
subsection
2
.
b.
The
standards
the
board
of
directors
has
adopted
to
measure
the
corporation
’s
progress
in
operating
in
a
responsible
and
sustainable
manner
,
in
pursuing
the
public
benefit
or
benefits
identified
in
any
public
benefit
provision,
and
in
considering
the
interests
described
in
section
490.1704,
subsection
2
.
c.
If
the
articles
of
incorporation
or
bylaws
require
that
the
corporation
use
an
independent
third-party
standard
in
reporting
on
the
corporation
’s
progress
in
operating
in
a
responsible
and
sustainable
manner
,
in
pursuing
any
public
benefit
or
benefits
identified
in
any
public
benefit
provision,
or
in
considering
the
interests
described
in
section
490.1704,
subsection
2
,
or
if
the
board
of
directors
has
chosen
to
use
such
a
standard,
the
applicable
standard
so
required
or
chosen.
d.
An
assessment
of
the
corporation
’s
success
in
meeting
the
objectives
and
standards
identified
in
paragraphs
“a”
and
“b”
,
and,
if
applicable,
paragraph
“c”
,
and
the
basis
for
that
assessment.
2.
The
benefit
corporation
shall
deliver
to
each
shareholder
,
or
make
available
and
provide
written
notice
to
each
shareholder
of
the
availability
of,
the
annual
benefit
report
required
by
subsection
1
on
or
before
the
earlier
of
the
following:
a.
One
hundred
twenty
days
following
the
end
of
the
fiscal
year
of
the
benefit
corporation.
b.
The
time
that
the
benefit
corporation
delivers
any
other
annual
reports
or
annual
financial
statements
to
its
shareholders.
3.
Any
shareholder
that
has
not
received
or
been
given
access
to
an
annual
benefit
report
within
the
time
required
by
subsection
2
may
make
a
written
request
that
the
corporation
deliver
or
make
available
the
annual
benefit
report
to
the
shareholder
.
If
a
benefit
corporation
does
not
deliver
or
make
available
an
annual
benefit
report
to
the
shareholder
within
five
business
days
of
receiving
such
request,
the
requesting
shareholder
may
apply
to
the
district
T
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2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1705,
BUSINESS
CORPORA
TIONS
136
court
of
the
county
where
the
corporation
’s
principal
office
or
,
if
none
in
this
state,
its
registered
office,
is
located
for
an
order
requiring
delivery
of
or
access
to
the
annual
benefit
report.
The
court
shall
dispose
of
an
action
under
this
subsection
3
on
an
expedited
basis.
4.
A
benefit
corporation
shall
post
all
of
its
annual
benefit
reports
on
the
public
portion
of
its
internet
site,
if
any
.
If
a
benefit
corporation
does
not
have
an
internet
site,
the
benefit
corporation
shall
provide
a
copy
of
its
most
recent
annual
benefit
report,
without
charge,
to
any
person
that
requests
a
copy
in
writing.
2021
Acts,
ch
165,
§210,
230
Referred
to
in
§490.1706
490.1706
Rights
of
action.
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
any
duty
applicable
to
a
benefit
corporation
or
any
of
its
directors
under
this
subchapter
.
2.
Except
for
a
proceeding
brought
under
section
490.1705,
subsection
3
,
a
proceeding
by
a
shareholder
of
a
benefit
corporation
claiming
violation
of
any
duty
applicable
to
a
benefit
corporation
or
any
of
its
directors
under
this
subchapter
is
subject
to
all
of
the
following:
a.
The
proceeding
must
be
brought
in
a
derivative
proceeding
pursuant
to
subchapter
VII,
part
4
.
b.
The
proceeding
may
be
brought
only
by
a
shareholder
of
the
benefit
corporation
that
at
the
time
of
the
act
or
omission
complained
of
either
individually
,
or
together
with
other
shareholders
bringing
such
action
collectively
,
owned
directly
or
indirectly
at
least
five
percent
of
a
class
of
the
corporation
’s
outstanding
shares
or
,
in
the
case
of
a
corporation
with
shares
traded
on
an
organized
market
as
described
in
section
490.1302,
subsection
2
,
paragraph
“a”
,
subparagraph
(2),
either
that
percentage
of
shares
or
shares
with
a
market
value
of
at
least
five
million
dollars
at
the
time
the
proceeding
is
commenced.
3.
A
suit
under
subsection
2
shall
not
be
maintained
if,
during
the
pendency
of
the
suit,
the
shareholder
individually
fails,
or
the
shareholders
collectively
fail,
to
continue
to
own
directly
or
indirectly
the
lesser
of
the
number
of
shares
owned
at
the
time
the
proceeding
is
commenced
or
five
percent
of
a
class
of
the
corporation
’s
shares.
2021
Acts,
ch
165,
§211,
230
490.1707
through
490.1800
Reserved.
SUBCHAPTER
XVIII
TRANSITIONAL
PRO
VISIONS
490.1801
Application
to
e
xisting
domestic
corporations.
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
incorporated
was
reserved.
2.
a.
Unless
otherwise
provided,
this
chapter
does
not
apply
to
an
entity
subject
to
chapter
174
,
497
,
498
,
499
,
499A
,
501
,
501A
,
524
,
or
533
,
or
a
corporation
organized
on
the
mutual
plan
under
chapter
491
,
or
a
telephone
company
organized
as
a
corporation
under
chapter
491
qualifying
pursuant
to
an
internal
revenue
service
letter
ruling
under
Internal
Revenue
Code
§501(c)(12)
as
a
nonprofit
corporation
entitled
to
distribute
profits
in
a
manner
similar
to
a
chapter
499
corporation,
unless
such
entity
voluntarily
elects
to
adopt
the
provisions
of
this
chapter
and
complies
with
the
procedure
prescribed
by
subsection
3
.
b.
A
corporation
organized
under
chapter
496C
may
voluntarily
elect
to
adopt
the
provisions
of
this
chapter
by
complying
with
the
provisions
prescribed
by
subsection
3
.
3.
The
procedure
for
the
voluntary
election
referred
to
in
subsection
2
is
as
follows:
a.
The
corporation
shall
amend
or
restate
its
articles
of
incorporation
to
indicate
that
the
T
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22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

137
BUSINESS
CORPORA
TIONS,
§490.1803
corporation
adopts
this
chapter
and
to
designate
the
address
of
its
initial
registered
office
and
the
name
of
its
registered
agent
at
that
office
and,
if
the
name
of
the
corporation
is
not
in
compliance
with
the
requirements
of
this
chapter
,
to
change
the
name
of
the
corporation
to
one
complying
with
the
requirements
of
this
chapter
.
b.
(1)
The
instrument
shall
be
delivered
to
the
secretary
of
state
for
filing
and
recording
in
the
secretary
of
state’s
office.
If
the
corporation
was
organized
under
chapter
524
or
533
,
the
instrument
shall
also
be
filed
and
recorded
in
the
office
of
the
county
recorder
.
The
corporation
shall
at
the
time
it
files
the
instrument
with
the
secretary
of
state
deliver
also
to
the
secretary
of
state
for
filing
in
the
secretary
of
state’s
office
any
biennial
report
required
by
section
490.1621
which
is
then
due.
(2)
If
the
county
of
the
initial
registered
office
as
stated
in
the
instrument
for
a
corporation
organized
under
chapter
524
or
533
is
one
which
is
other
than
the
county
where
the
principal
place
of
business
of
the
corporation,
as
designated
in
its
articles
of
incorporation,
was
located,
the
corporation
shall
forward
to
the
county
recorder
of
the
county
in
which
the
principal
place
of
business
of
the
corporation
was
located
a
copy
of
the
instrument
and
the
corporation
shall
forward
to
the
recorder
of
the
county
in
which
the
initial
registered
office
of
the
corporation
is
located,
in
addition
to
a
copy
of
the
original
instrument,
a
copy
of
the
articles
of
incorporation
of
the
corporation
together
with
all
amendments
to
them
as
then
on
file
in
the
secretary
of
state’s
office.
The
corporation
shall,
through
an
officer
or
director
,
certify
to
the
secretary
of
state
that
a
copy
has
been
sent
to
each
applicable
county
recorder
,
including
the
date
each
copy
was
sent.
c.
Upon
the
filing
of
the
instrument
by
a
corporation
all
of
the
following
apply:
(1)
All
of
the
provisions
of
this
chapter
apply
to
the
corporation.
(2)
The
secretary
of
state
shall
issue
a
certificate
as
to
the
filing
of
the
instrument
and
deliver
the
certificate
to
the
corporation
or
its
representative.
(3)
The
secretary
of
state
shall
not
file
the
instrument
with
respect
to
a
corporation
unless
at
the
time
of
filing
the
corporation
is
validly
existing
and
in
good
standing
in
that
office
under
the
chapter
under
which
it
is
incorporated.
The
corporation
shall
be
considered
validly
existing
and
in
good
standing
for
the
purpose
of
this
chapter
for
a
period
of
three
months
following
the
expiration
date
of
the
corporation,
provided
all
biennial
reports
due
have
been
filed
and
all
fees
due
in
connection
with
the
biennial
reports
have
been
paid.
d.
The
provisions
of
this
chapter
becoming
applicable
to
a
corporation
voluntarily
electing
to
be
governed
by
this
chapter
do
not
affect
any
right
accrued
or
established,
or
any
liability
or
penalty
incurred,
under
the
chapter
under
which
it
is
incorporated
prior
to
the
filing
by
the
secretary
of
state
in
the
secretary
of
state’s
office
of
the
instrument
manifesting
the
election
by
the
corporation
to
adopt
the
provisions
of
this
chapter
as
provided
in
this
subsection
.
4.
A
corporation
subject
to
this
chapter
is
not
subject
to
chapter
491
,
492
,
493
,
or
495
.
2021
Acts,
ch
165,
§212,
230
Referred
to
in
§496C.14
,
496C.19
,
515G.3
490.1802
Application
to
e
xisting
foreign
corporations.
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
165,
§213,
230
490.1803
Savings
provisions.
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
I
of
2021
Iowa
Acts,
ch.
165
,
had
not
become
effective.
2.
If
a
penalty
or
punishment
for
violation
of
a
statute
or
rule
is
reduced
by
division
I
of
2021
Iowa
Acts,
ch.
165
,
the
penalty
,
if
not
already
imposed,
shall
be
imposed
in
accordance
with
division
I
of
2021
Iowa
Acts,
ch.
165
.
3.
In
the
event
that
any
provision
of
this
chapter
is
deemed
to
modify
,
limit,
or
supersede
the
federal
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
et
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)

§490.1803,
BUSINESS
CORPORA
TIONS
138
seq.,
the
provisions
of
this
chapter
shall
control
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
Act.
2021
Acts,
ch
165,
§214,
230
490.1804
Severability
.
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
application.
2021
Acts,
ch
165,
§215,
230
T
ue
Dec
09
22:07:44
2025
Iowa
Code
2026,
Chapter
490
(142,
1)