reglab/housing_qa huggingface dataset:
IA Code § 496C.4 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.4 - Purposes and powers.

496C.4 Purposes and powers.   1. A professional corporation shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals, and for the additional purpose of doing all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions. The articles of incorporation shall state in substance that the purposes for which the corporation is organized are to engage in the general practice of a specified profession or professions, or one or more specified branches or divisions thereof, and to do all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions. Each professional corporation, unless otherwise provided in its articles of incorporation or unless expressly prohibited by this chapter, shall have all powers granted to corporations by the Iowa business corporation Act, chapter 490.   2. a. For purposes of this section, medicine and surgery, osteopathic medicine and surgery, and practice as a physician assistant shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.   b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.   c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.  [C71, 73, 75, 77, 79, 81, §496C.4]  2001 Acts, ch 24, §64; 2010 Acts, ch 1131, §6; 2018 Acts, ch 1066, §4, 5  Referred to in §496C.7, 496C.16
IA Code § 496C.5 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.5 - Corporate name.

496C.5 Corporate name.   The corporate name of a professional corporation, the corporate name of a foreign professional corporation or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional corporation or foreign professional corporation shall contain the words “professional corporation” or the abbreviation “P.C.”, and except for the addition of such words or abbreviation, shall be a name which could lawfully be used by a licensed individual or by a partnership of licensed individuals in the practice in this state of a profession which the corporation is authorized to practice. Each regulating board may by rule or regulation adopt additional requirements as to the corporate names and fictitious or trade names of professional corporations and foreign professional corporations which are authorized to practice a profession which is within the jurisdiction of the regulating board.  [C71, 73, 75, 77, 79, 81, §496C.5]  90 Acts, ch 1205, §32
IA Code § 496C.6 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.6 - Who may incorporate.

496C.6 Who may incorporate.   One or more individuals having capacity to contract, each of whom is licensed to practice in this state a profession which the professional corporation is to be authorized to practice, may act as incorporators of a professional corporation.  [C71, 73, 75, 77, 79, 81, §496C.6]
IA Code § 496C.7 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.7 - Practice by professional corporation.

496C.7 Practice by professional corporation.   1. Notwithstanding any other statute or rule of law, a professional corporation may practice a profession, but may do so in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the same profession in this state.   2. In its practice of a profession, no professional corporation shall do any act which could not lawfully be done by individuals licensed to practice the profession which the professional corporation is authorized to practice.   3. a. This section shall not prohibit persons practicing medicine and surgery, persons practicing osteopathic medicine and surgery, or persons practicing as physician assistants from practicing their respective professions in lawful combination pursuant to section 496C.4.   b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.  [C71, 73, 75, 77, 79, 81, §496C.7]  2010 Acts, ch 1131, §7
IA Code § 496C.8 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.8 - Professional regulation.

496C.8 Professional regulation.   No professional corporation shall be required to register with or to obtain any license, registration, certificate, or other legal authorization from any regulating board in order to practice a profession. Except as provided in this section, nothing in this chapter shall restrict or limit in any manner the authority or duties of any regulating board with respect to individuals practicing any profession which is within the jurisdiction of the regulating board, even if the individual is a shareholder, director, officer, employee, or agent of a professional corporation or foreign professional corporation and practices the individual’s profession through such corporation.  [C71, 73, 75, 77, 79, 81, §496C.8]
IA Code § 496C.9 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.9 - Relationship and liability to persons served.

496C.9 Relationship and liability to persons served.   1. This chapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice and any law respecting privileged communications.   2. This chapter does not modify or affect the ethical standards or standards of conduct of any profession, including but not limited to any standards prohibiting or limiting the practice of the profession by a corporation or prohibiting or limiting the practice of two or more professions in combination. All such standards shall apply to the shareholders, directors, officers, employees, and agents through whom a professional corporation practices any profession in this state, to the same extent that the standards apply to an individual practitioner.   3. Unless otherwise provided in the articles of incorporation, the liability of the shareholders of a professional corporation, as shareholders, shall be limited in the same manner and to the same extent as in the case of a corporation organized under the Iowa business corporation Act, chapter 490.  [C71, 73, 75, 77, 79, 81, §496C.9]  2001 Acts, ch 24, §64; 2018 Acts, ch 1041, §127
IA Code § 496C.10 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.10 - Issuance of shares.

496C.10 Issuance of shares.   1. Shares of a professional corporation may be issued, and treasury shares may be disposed of, only to individuals who are licensed to practice in this state, or in any other state or territory of the United States or in the District of Columbia, a profession which the corporation is authorized to practice.   2. Unless otherwise provided in the articles of incorporation or bylaws, the affirmative vote or consent in writing of all of the outstanding shareholders entitled to vote, or such lesser proportion as may be provided in the articles or bylaws, is necessary in order to authorize the issuance of any shares or the disposal of any treasury shares, and to fix the consideration for shares or treasury shares.   3. No shares of a professional corporation shall at any time be issued in, transferred into, or held in joint tenancy, tenancy in common, or any other form of joint ownership or co-ownership.   4. The Iowa securities law, chapter 502, shall not be applicable to nor govern any transaction relating to any shares of a professional corporation.  [C71, 73, 75, 77, 79, 81, §496C.10]  2018 Acts, ch 1026, §154
IA Code § 496C.11 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.11 - Transfer of shares.

496C.11 Transfer of shares.   1. No shareholder or other person shall make any voluntary transfer of any shares in a professional corporation to any person, except to the professional corporation or to an individual who is licensed to practice in this state a profession which the corporation is authorized to practice.   2. Unless otherwise provided in the articles of incorporation or bylaws, the affirmative vote or consent in writing of all of the outstanding shareholders entitled to vote, or such lesser proportion as may be provided in the articles or bylaws, is necessary in order to authorize any voluntary transfer of any shares of a professional corporation.   3. The articles of incorporation or bylaws may contain any additional provisions restricting the transfer of shares.  [C71, 73, 75, 77, 79, 81, §496C.11]  2018 Acts, ch 1041, §127
IA Code § 496C.12 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.12 - Convertible securities — stock rights and options.

496C.12 Convertible securities — stock rights and options.   No professional corporation shall create or issue any securities convertible into shares of the professional corporation. The provisions of this chapter with respect to the issuance and transfer of shares and disposal of treasury shares apply to the creation, issuance, and transfer of any rights or options entitling the holder to purchase from a professional corporation any shares of the corporation, including treasury shares. Rights or options shall not be transferable, whether voluntarily, involuntarily, by operation of law, or in any other manner. Upon the death of the holder, or whenever the holder ceases to be licensed to practice in this state a profession which the corporation is authorized to practice, the rights or options shall expire.  [C71, 73, 75, 77, 79, 81, §496C.12]
IA Code § 496C.13 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.13 - Voting trust — proxy.

496C.13 Voting trust — proxy.   No shareholder of a professional corporation shall create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any shares of a professional corporation, and no such voting trust or agreement is valid or effective. Any proxy of a shareholder of a professional corporation shall be an individual licensed to practice in this state a profession which the corporation is authorized to practice. Any provision in any proxy instrument denying the right of the shareholder to revoke the proxy at any time or for any period of time is not valid or effective. This section does not otherwise limit the right of a shareholder to vote by proxy, but the articles of incorporation or bylaws may further limit or deny the right to vote by proxy.  [C71, 73, 75, 77, 79, 81, §496C.13]
IA Code § 496C.15 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.15 - Certificates representing shares.

496C.15 Certificates representing shares.   Each certificate representing shares of a professional corporation shall state in substance that the certificate represents shares in a professional corporation and is not transferable except as expressly provided in this chapter and in the articles of incorporation and bylaws of the corporation.  [C71, 73, 75, 77, 79, 81, §496C.15]
IA Code § 496C.16 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.16 - Management.

496C.16 Management.   All directors of a professional corporation and all officers of a professional corporation, except assistant officers, shall at all times be individuals who are licensed to practice in this state a profession, or a lawful combination of professions pursuant to section 496C.4, which the corporation is authorized to practice. However, upon the occurrence of any event that requires the corporation either to be dissolved or to elect to adopt the provisions of the Iowa business corporation Act, chapter 490, as provided in section 496C.19, provided the corporation ceases to practice the profession that the corporation is authorized to practice, as provided in section 496C.19, then individuals who are not licensed to practice in this state a profession that the corporation is authorized to practice may be appointed as officers and directors for the sole purpose of carrying out the dissolution of the corporation or, if applicable, the voluntary election of the corporation to adopt the provisions of the Iowa business corporation Act, as provided in section 496C.19.  [C71, 73, 75, 77, 79, 81, §496C.16]  2003 Acts, ch 66, §9; 2004 Acts, ch 1086, §79; 2010 Acts, ch 1131, §8
IA Code § 496C.17 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.17 - Bylaws.

496C.17 Bylaws.   The initial bylaws of a professional corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is reserved to and vested in the shareholders unless granted to the board of directors by the articles of incorporation.  [C71, 73, 75, 77, 79, 81, §496C.17]
IA Code § 496C.18 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.18 - Merger or consolidation.

496C.18 Merger or consolidation.   No professional corporation shall merge or consolidate with any other corporation except another professional corporation subject to this chapter. Merger or consolidation shall not be permitted unless the surviving or new corporation is a professional corporation which complies with all requirements of this chapter.  [C71, 73, 75, 77, 79, 81, §496C.18]
IA Code § 496C.19 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.19 - Dissolution or liquidation.

496C.19 Dissolution or liquidation.   Violation of any provision of this chapter by a professional corporation or any of its shareholders, directors, or officers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court, as provided in the Iowa business corporation Act, chapter 490. Upon the death of the last remaining shareholder of a professional corporation, or whenever the last remaining shareholder is not licensed or ceases to be licensed to practice in this state a profession which the corporation is authorized to practice, or whenever any person other than the shareholder of record becomes entitled to have all shares of the last remaining shareholder of the corporation transferred into that person’s name or to exercise voting rights, except as a proxy, with respect to such shares, the corporation shall not practice any profession and it shall either be promptly dissolved or shall promptly elect to adopt the provisions of the Iowa business corporation Act, as provided in section 490.1701, subsection 2. However, if prior to such dissolution all outstanding shares of the corporation are acquired by one or more persons licensed to practice in this state a profession which the corporation is authorized to practice, the corporation need not be dissolved and may practice the profession as provided in this chapter.  [C71, 73, 75, 77, 79, 81, §496C.19]  2001 Acts, ch 24, §64; 2003 Acts, ch 66, §10  Referred to in §496C.16
IA Code § 496C.20 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.20 - Foreign professional corporation.

496C.20 Foreign professional corporation.   1. A foreign professional corporation may practice a profession in this state if it complies with the provisions of the Iowa business corporation Act, chapter 490, on foreign corporations. The secretary of state may prescribe forms for such purpose.   2. A foreign professional corporation may practice a profession in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the profession in this state. The provisions of this chapter with respect to the practice of a profession by a professional corporation apply to a foreign professional corporation.   3. The certificate of authority of a foreign professional corporation may be revoked by the secretary of state as provided in the Iowa business corporation Act, chapter 490, if the foreign professional corporation fails to comply with any provision of this chapter.   4. This chapter shall not be construed to prohibit the practice of a profession in this state by an individual who is a shareholder, director, officer, employee, or agent of a foreign professional corporation if the individual could lawfully practice the profession in this state in the absence of any relationship to a foreign professional corporation. This subsection shall apply regardless of whether or not the foreign professional corporation is authorized to practice a profession in this state.  [C71, 73, 75, 77, 79, 81, §496C.20]  2001 Acts, ch 24, §62; 2018 Acts, ch 1026, §155
IA Code § 496C.21 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.21 - Biennial report.

496C.21 Biennial report.   1. Each biennial report of a professional corporation or foreign professional corporation shall, in addition to the information required by the Iowa business corporation Act, chapter 490, set forth:   a. The name and address of one shareholder.   b. In the case of a professional corporation, a statement under oath whether or not all shareholders, directors, and officers, except assistant officers, of the corporation are licensed to practice in this state a profession which the corporation is authorized to practice, and whether or not all employees and agents of the corporation who practice a profession in this state on behalf of the corporation are licensed to practice the profession in this state.   c. In the case of a foreign professional corporation, a statement under oath whether or not all shareholders, directors, officers, employees, and agents who practice a profession in this state on behalf of the corporation are licensed to practice the profession in this state.   d. Additional information necessary or appropriate to enable the secretary of state or regulating board to determine whether the professional corporation or foreign professional corporation is complying with this chapter.   2. Information shall be set forth on forms prescribed and furnished by the secretary of state.   3. A corporation subject to the provisions of this chapter shall pay the biennial filing fee and make the biennial report in a form and manner and at the time specified in chapter 490.  [C71, 73, 75, 77, 79, 81, §496C.21]  83 Acts, ch 144, §5; 97 Acts, ch 171, §25; 2000 Acts, ch 1022, §4, 5; 2001 Acts, ch 24, §64; 2012 Acts, ch 1023, §157
IA Code § 496C.22 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 496C - PROFESSIONAL CORPORATIONS|Section 496C.22 - Corporations organized under other laws.

496C.22 Corporations organized under other laws.   1. This chapter shall not apply to or interfere with the practice of any profession by or through any corporation hereafter organized under any other law of this state or any other state or country if such practice is lawful under any other statute or rule of law of this state.   2. Any corporation subject to the provisions of the Iowa business corporation Act, chapter 490, may voluntarily elect to adopt this chapter and become subject to its provisions by amending its articles of incorporation to be consistent with all provisions of this chapter and by stating in its amended articles of incorporation that the corporation has voluntarily elected to adopt this chapter.   3. Any corporation organized under any law of any other state or country may become subject to the provisions of this chapter by complying with all provisions of this chapter with respect to foreign professional corporations.  [C71, 73, 75, 77, 79, 81, §496C.22]  2001 Acts, ch 24, §62; 2018 Acts, ch 1041, §127
IA Code § 497.1 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 497 - COOPERATIVE ASSOCIATIONS|Section 497.1 - Purposes of cooperative.

497.1 Purposes of cooperative.   Any number of persons, not less than five, may associate themselves as a cooperative association, society, company, or exchange, for the purpose of conducting any agricultural, dairy, ethanol production, mercantile, mining, manufacturing, or mechanical business on the cooperative plan. For the purposes of this chapter, the words “association”, “company”, “corporation”, “exchange”, “society”, or “union”, shall be construed to mean the same.  [SS15, §1641-r1; C24, 27, 31, 35, 39, §8459; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.1]  92 Acts, ch 1099, §7  Referred to in §497.3, 502.102
IA Code § 497.2 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 497 - COOPERATIVE ASSOCIATIONS|Section 497.2 - Articles of incorporation.

497.2 Articles of incorporation.   They shall sign and acknowledge written articles which shall contain the name of said association and the names and residences of the persons forming the same. Such articles shall also contain a statement of the purposes of the association, and shall designate the city or village where its principal place of business shall be located. Such articles shall also state the amount of capital stock, the number of shares, and the par value of each.  [SS15, §1641-r2; C24, 27, 31, 35, 39, §8460; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.2]  Referred to in §497.3
IA Code § 497.3 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 497 - COOPERATIVE ASSOCIATIONS|Section 497.3 - Filing — certificate of incorporation.

497.3 Filing — certificate of incorporation.   The original articles of incorporation of associations organized under this chapter shall be filed with the secretary of state, and be by the secretary recorded in a book kept for that purpose; and if such articles comply with the provisions of sections 497.1 and 497.2, the secretary shall issue a certificate of incorporation to the association. No publication of notice of the incorporation of such an association shall be required.  [SS15, §1641-r3; C24, 27, 31, 35, 39, §8461; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.3]  94 Acts, ch 1055, §9
IA Code § 497.4 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 497 - COOPERATIVE ASSOCIATIONS|Section 497.4 - Fee.

497.4 Fee.   For filing the articles of incorporation of associations organized under this chapter, there shall be paid to the secretary of state ten dollars, and for the filing of an amendment to such articles, five dollars; provided that when the capital stock of such corporation shall be less than five hundred dollars, such fee for filing either the articles of incorporation or amendments thereto shall be one dollar. In all cases there shall be paid a recording fee of fifty cents per page.  [SS15, §1641-r4; C24, 27, 31, 35, 39, §8462; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.4]  94 Acts, ch 1055, §10