reglab/housing_qa huggingface dataset:
IA Code § 490.1380 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1380 - Reserved.

490.1380 Reserved. Reserved.
IA Code § 490.1381 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1381 - Reserved.

490.1381 Reserved. Reserved.
IA Code § 490.1382 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1382 - Reserved.

490.1382 Reserved. Reserved.
IA Code § 490.1383 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1383 - Reserved.

490.1383 Reserved. Reserved.
IA Code § 490.1384 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1384 - Reserved.

490.1384 Reserved. Reserved.
IA Code § 490.1385 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1385 - Reserved.

490.1385 Reserved. Reserved.
IA Code § 490.1386 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1386 - Reserved.

490.1386 Reserved. Reserved.
IA Code § 490.1387 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1387 - Reserved.

490.1387 Reserved. Reserved.
IA Code § 490.1388 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1388 - Reserved.

490.1388 Reserved. Reserved.
IA Code § 490.1389 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1389 - Reserved.

490.1389 Reserved. Reserved.
IA Code § 490.1390 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1390 - Reserved.

490.1390 Reserved. Reserved.
IA Code § 490.1391 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1391 - Reserved.

490.1391 Reserved. Reserved.
IA Code § 490.1392 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1392 - Reserved.

490.1392 Reserved. Reserved.
IA Code § 490.1393 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1393 - Reserved.

490.1393 Reserved. Reserved.
IA Code § 490.1394 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1394 - Reserved.

490.1394 Reserved. Reserved.
IA Code § 490.1395 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1395 - Reserved.

490.1395 Reserved. Reserved.
IA Code § 490.1396 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1396 - Reserved.

490.1396 Reserved. Reserved.
IA Code § 490.1397 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1397 - Reserved.

490.1397 Reserved. Reserved.
IA Code § 490.1398 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1398 - Reserved.

490.1398 Reserved. Reserved.
IA Code § 490.1399 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1399 - Reserved.

490.1399 Reserved. Reserved.
IA Code § 490.1400 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1400 - Reserved.

490.1400 Reserved. Reserved.
IA Code § 490.1401 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1401 - Dissolution by incorporators or initial directors.

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
IA Code § 490.1402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1402 - Dissolution by board of directors and shareholders.

490.1402 Dissolution by board of directors and shareholders.   1. A corporation’s board of directors may propose dissolution for submission to the shareholders.   2. For a proposal to dissolve to be adopted both of the following must apply:   a. (1) The board of directors must recommend dissolution to the shareholders unless any of the following apply:   (a) The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation.   (b) Section 490.826 applies.   (2) If paragraph “a”, subparagraph (1), subparagraph division (a) or (b), applies, it must communicate the basis for so proceeding.   b. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5.   3. The board of directors may condition its submission of the proposal for dissolution on any basis.   4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice must also 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 requires a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which the quorum consisting of at least a majority of the votes entitled to be cast exists.  89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125; 2013 Acts, ch 31, §67, 82; 2015 Acts, ch 30, §159  Referred to in §490.1434
IA Code § 490.1403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1403 - Articles of dissolution.

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 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.   2. A corporation is dissolved upon the effective date of its articles of dissolution.   3. For purposes of this subchapter, “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  Referred to in §490.1404, 490.1434
IA Code § 490.1404 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1404 - Revocation of dissolution.

490.1404 Revocation of dissolution.   1. A corporation may revoke its dissolution within one hundred twenty days of the effective date of its articles of dissolution.   2. Revocation of dissolution must 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 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, the information required by section 490.1403, subsection 1, paragraph “c”.   4. 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 as if the dissolution had never occurred.  89 Acts, ch 288, §148; 2002 Acts, ch 1154, §92, 125; 2003 Acts, ch 44, §88  Referred to in §524.1306
IA Code § 490.1405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1405 - Effect of dissolution.

490.1405 Effect of dissolution.   1. A dissolved corporation continues its corporate existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including 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.   d. Distributing its remaining property 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. Transfer title to the corporation’s property.   b. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.   c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.   d. Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.   e. Prevent 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. Terminate the authority of the registered agent of the corporation.  89 Acts, ch 288, §149; 2019 Acts, ch 24, §104  Referred to in §490.1421, 490.1433, 490.1434
IA Code § 490.1406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1406 - Known claims against dissolved corporation.

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. Provide a mailing address where a claim may be sent.   c. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must 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 either of the following occur:   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 from the effective date of the rejection notice.   4. For purposes of 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  Referred to in §490.1407, 490.1409, 490.1421, 490.1433, 490.1434
IA Code § 490.1407 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1407 - Other claims against dissolved corporation.

490.1407 Other claims against dissolved corporation.   1. A dissolved corporation may also 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 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.   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 newspaper 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 newspaper 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.   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 either 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  Referred to in §490.1408, 490.1409, 490.1421, 490.1433, 490.1434
IA Code § 490.1408 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1408 - Court proceedings.

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. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 490.1407, subsection 3.   2. Within 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. Provision 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
IA Code § 490.1409 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1409 - Director duties.

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 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 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  Referred to in §490.833
IA Code § 490.1420 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1420 - Grounds for administrative dissolution.

490.1420 Grounds for administrative dissolution.   The secretary of state may commence a proceeding under section 490.1421 to administratively dissolve a corporation if any of the following apply:   1. The corporation has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 490.1622, within sixty days after it is due, or has not paid any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter, within sixty days after it is due.   2. The corporation is without a registered agent or registered office in this state for sixty days or more.   3. The corporation does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.   4. 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  Referred to in §490.1421
IA Code § 490.1421 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1421 - Procedure for and effect of administrative dissolution.

490.1421 Procedure 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 the secretary of state’s 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 is perfected 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.   5. The secretary of state’s administrative dissolution of a corporation pursuant to this section appoints the secretary of state the corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the corporation. Upon receipt of process, the secretary of state shall serve a copy of the process on the corporation as provided in section 490.504. This subsection does not preclude service on the corporation’s registered agent, if any.  89 Acts, ch 288, §153; 96 Acts, ch 1170, §11  Referred to in §490.1420, 490.1422
IA Code § 490.1422 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1422 - Reinstatement following administrative dissolution.

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. Recite 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 have been eliminated.   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.   d. State the federal tax identification number of the corporation.   2. a. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the corporation. If the department reports to the secretary of state that a filing delinquency or liability exists against the corporation, the secretary of state shall not cancel the certificate of dissolution until the filing delinquency or liability is satisfied.   b. (1) If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, 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.   (2) If the corporate name in subsection 1, paragraph “c”, is different than 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  Referred to in §249A.40, 488.108, 490.401, 504.401, 504.403  Subsection 2, paragraph a amended