reglab/housing_qa huggingface dataset:
IA Code § 491.111 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.111 - Merger or consolidation of domestic and foreign corporations.

491.111 Merger or consolidation of domestic and foreign corporations.   1. One or more foreign corporations and one or more domestic corporations whether heretofore or hereafter organized may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:   a. Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.   b. If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of the statutes of the state of Iowa with respect to foreign corporations if it is to do business in this state, and in every case it shall file with the secretary of state of this state:   (1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation.   (2) The appointment of a resident agent as provided for in section 490.501.   (3) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this subchapter with respect to the rights of dissenting shareholders.   2. Insofar as the state of Iowa is concerned, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.111]  93 Acts, ch 126, §11; 2012 Acts, ch 1023, §157; 2017 Acts, ch 54, §76
IA Code § 491.113 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.113 - Issuance of stock.

491.113 Issuance of stock.   All stock issued in connection with such merger or consolidation shall be issued pursuant to the provisions of chapter 492 and nothing in this amendment shall be construed as eliminating the requirements of said chapter.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.113]
IA Code § 491.114 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.114 - Amana stock.

491.114 Amana stock.   Notwithstanding anything contained in this chapter and chapters 492 and 502, a corporation organized under the laws of the state of Iowa having assets of the value of one million dollars or more, the articles of which provide that an individual may not vote more than one share of the common voting shares of stock of the corporation, and which give to children of the owners of shares of the common voting stock the right to purchase one common voting share of stock in the corporation upon attaining majority or within a fixed period thereafter, and which authorize the issuance, sale and delivery of not to exceed one share of the common voting stock to any one individual, may issue, sell and deliver its shares of common voting stock, whether held by it as treasury stock or whether issued as an original issue, for the following considerations and upon the following terms and conditions, and with the following limitations:   1. Such common voting stock may be issued, sold and delivered by the corporation either for cash or upon credit or time payments or installment payments or for a consideration evidenced in part or in whole by the written agreement of the purchaser thereof to pay for the same, payment of said purchase price to be secured by a lien on said stock.   2. No such stock shall be issued, sold and delivered for a price less than the par value thereof at the time of such issuance, sale and delivery.   3. Not more than one share of said stock shall be so issued, sold and delivered to any one individual, but when issued, sold and delivered, said stock may be voted by the owner thereof, if the articles of incorporation or bylaws of such corporation, whether now in effect or hereafter adopted or amended, so provide, although a part or all of the price to be paid therefor may be owing to the corporation under said written agreement of the purchaser to pay for the same.  [C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.114]
IA Code § 492.1 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.1 - Endorsement of amount paid.

492.1 Endorsement of amount paid.   No certificate or shares of stock shall be issued, delivered, or transferred by any corporation, officer or agent thereof, or by the owner of such certificate or shares without having endorsed on the face thereof what amount or portion of the par value has been paid to the corporation issuing the same, and whether such payment has been in money or property.  [C97, §1627; S13, §1627; C24, 27, 31, 35, 39, §8408; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.1]  Referred to in §492.2, 492.3, 492.4
IA Code § 492.2 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.2 - Effect of violation.

492.2 Effect of violation.   Any certificate of stock issued, delivered, or transferred in violation of section 492.1 when the corporation has not received payment therefor at par in money or property at a valuation approved by the executive council, shall be void, and the issuance, delivery, or transfer of each certificate shall be considered a separate transaction.  [C24, 27, 31, 35, 39, §8409; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.2]  Referred to in §492.3, 492.4
IA Code § 492.3 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.3 - Penalties.

492.3 Penalties.   Any person violating the provisions of sections 492.1 and 492.2, or knowingly making a false statement on such certificate, shall be guilty of a fraudulent practice.  [C97, §1627; S13, §1627; C24, 27, 31, 35, 39, §8410; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.3]  Referred to in §492.4
IA Code § 492.4 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.4 - Certain corporations excepted.

492.4 Certain corporations excepted.   Sections 492.1 to 492.3 shall not apply to railway or quasi-public corporations organized before October 1, 1897.  [S13, §1627; C24, 27, 31, 35, 39, §8411; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.4]
IA Code § 492.5 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.5 - Par value required.

492.5 Par value required.   No corporation organized under the laws of this state shall issue any certificate of a share of capital stock, or any substitute therefor, until the corporation has received the par value thereof.  [S13, §1641-b; C24, 27, 31, 35, 39, §8412; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.5]  2012 Acts, ch 1017, §93  Referred to in §492.10, 492.11, 492.12, 495.1
IA Code § 492.6 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.6 - Payment in property other than cash.

492.6 Payment in property other than cash.   If it is proposed to pay for said capital stock in property or in any other thing than money, the corporation proposing the same must, before issuing capital stock in any form, apply to the executive council of the state for leave so to do. Such application shall state the amount of capital stock proposed to be issued for a consideration other than money, and set forth specifically the property or other thing to be received in payment for such stock, providing that the foregoing provision shall not apply to trust companies or insurance companies organized under the laws of this state.   Any insurance company proposing to issue capital stock for property or any thing other than money, before issuing the capital stock in any form, shall apply to the commissioner of insurance for leave so to do. Such application to the commissioner of insurance shall state the amount of capital stock proposed to be issued for a consideration other than money and set forth specifically the property or other thing to be received in payment for such stock.  [S13, §1641-b; C24, 27, 31, 35, 39, §8413; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.6]  Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
IA Code § 492.7 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.7 - Executive council to fix amount.

492.7 Executive council to fix amount.   The executive council or the commissioner of insurance as the case may be, shall make investigation, under such rules as it may prescribe, and ascertain the real value of the property or other thing which the corporation is to receive for the stock. It shall enter its finding, fixing the value at which the corporation may receive the same in payment for capital stock; and no corporation shall issue capital stock for the said property or thing in a greater amount than the value so fixed.  [S13, §1641-b; C24, 27, 31, 35, 39, §8414; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.7]  Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
IA Code § 492.8 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.8 - Elements considered in fixing amount.

492.8 Elements considered in fixing amount.   For the purpose of encouraging the construction of new steam or electric railways, and manufacturing industries within this state, the labor performed in effecting the organization and promotion of such corporation, and the reasonable discount allowed or reasonable commission paid in negotiating and effecting the sale of bonds for the construction and equipment of such railroad or manufacturing plant, shall be taken into consideration by said council as elements of value in fixing the amount of capital stock that may be issued.  [S13, §1641-b; C24, 27, 31, 35, 39, §8415; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.8]  Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
IA Code § 492.9 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.9 - Certificate of issuance of stock.

492.9 Certificate of issuance of stock.   It shall be the duty of every corporation to file a certificate under oath with the secretary of state, within thirty days after the issuance of any capital stock, stating the date of issue, the amount issued, the sum received therefor, if payment be made in money, or the property or thing taken, if such be the method of payment. If the corporation fails to file said certificate of issuance of stock within the thirty-day period herein provided, it may thereafter file the same upon first paying to the secretary of state a penalty of ten dollars when the said certificate is offered for filing. Provided further that the penalty herein provided for is first paid and provided the said report contains the specific information required by this section as to the issuance of any capital stock not previously reported, then the first annual report filed by such corporation following such failure to comply with the provisions of this section, shall be received by the secretary of state as a compliance with this section.  [S13, §1641-c; C24, 27, 31, 35, 39, §8416; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.9]  93 Acts, ch 126, §12; 2012 Acts, ch 1017, §94  Referred to in §495.1, 591.14
IA Code § 492.10 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.10 - Cancellation of stock — reimbursement.

492.10 Cancellation of stock — reimbursement.   The capital stock of any corporation issued in violation of the terms and provisions of sections 492.5 to 492.8 shall be void, and in a suit brought by the attorney general on behalf of the state in any court having jurisdiction, a decree of cancellation shall be entered; and if the corporation has received any money or thing of value for the said stock, such money or thing of value shall be returned to the individual, firm, company, or corporation from whom it was received, and if represented by labor or other service of intangible nature, the value thereof shall constitute a claim against the corporation issuing stock in exchange therefor.  [S13, §1641-d; C24, 27, 31, 35, 39, §8417; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.10]
IA Code § 492.11 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.11 - Dissolution — distribution of assets.

492.11 Dissolution — distribution of assets.   Any corporation violating the provisions of sections 492.5 to 492.8 shall, upon the application of the attorney general, in behalf of the state, made to any court of competent jurisdiction, be dissolved, its affairs wound up, and its assets distributed among the stockholders other than those who have received the stock so unlawfully issued.  [S13, §1641-e; C24, 27, 31, 35, 39, §8418; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.11]
IA Code § 492.12 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 492 - CAPITAL STOCK|Section 492.12 - Violation.

492.12 Violation.   Any officer, agent or representative of a corporation who violates any of the provisions of sections 492.5 to 492.8 shall be guilty of a simple misdemeanor.  [S13, §1641-f; C24, 27, 31, 35, 39, §8419; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.12]
IA Code § 493.1 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.1 - Authorization.

493.1 Authorization.   Any corporation, heretofore or hereafter organized for pecuniary profit under the laws of this state, except state banks, trust companies, and insurance companies, may create one or more classes of stock without any nominal or par value, with such rights, preferences, privileges, voting powers, limitations, restrictions and qualifications thereon not inconsistent with law as shall be expressed in its articles of incorporation, or any amendment thereto. Stock without par value which is preferred as to dividends, or as to its distributive share of the assets of the corporation upon dissolution, may be made subject to redemption at such times and prices as may be determined in such articles of incorporation, or any amendment thereto. In the case of stock without par value which is preferred as to its distributive share of the assets of the corporation upon dissolution, the amount of such preference shall be stated in the articles of incorporation, or any amendment thereto.  [C31, 35, §8419-c1; C39, §8419.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.1]  2012 Acts, ch 1017, §95
IA Code § 493.2 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.2 - Par value — method of stating.

493.2 Par value — method of stating.   In any case, in which the par value of the shares of stock of a corporation shall be required to be stated in the articles of incorporation, or any amendment thereto, or in any other place, it shall be stated in respect to shares without par value that such shares are without par value, and when the amount of such stock authorized, issued or outstanding shall be required to be stated, the number of shares thereof authorized, issued or outstanding, as the case may be, shall be stated, and it shall also be stated that such shares are without par value.  [C31, 35, §8419-c2; C39, §8419.02; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.2]
IA Code § 493.3 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.3 - Amount of stock.

493.3 Amount of stock.   For the purpose of any rule of law or of any statutory provision relating to the amount of capital stock issued and represented by shares of stock without par value except as otherwise provided in this chapter such amounts shall be taken to be the amount of money or the actual value of the consideration, as fixed by the directors or otherwise, in accordance with law, as the case may be, for which such shares of stock shall have been issued. In any such case in which stock having a par value shall have been issued with stock without par value for a specified combined consideration, in determining the amount of the capital stock issued and represented by shares of stock without par value the then book value of such stock having a par value shall first be deducted from the amount of the money or actual value of the consideration determined as aforesaid, and the excess thereof, if any, shall be taken to be the amount of capital stock represented by the shares of stock without par value so issued.  [C31, 35, §8419-c3; C39, §8419.03; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.3]
IA Code § 493.4 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.4 - Sale value.

493.4 Sale value.   Subject to any limitations and restrictions set forth in the articles of incorporation, or amendment thereto, any such corporation may issue its authorized capital stock without par value for such consideration as may be prescribed in the articles of incorporation, or amendment thereto, or, if not prescribed, then for such consideration as may be fixed by resolution passed by the stockholders of such corporation at any annual meeting thereof, or at any special meeting thereof duly called for that purpose, or by the board of directors acting under authority of such stockholders given in like manner. In the absence of fraud in the transaction, the judgment of the board of directors in fixing and determining such sale value shall be conclusive as to the creditors and stockholders. Nothing in this chapter shall be so construed as to repeal the law as it now appears in sections 492.6, 492.7, and 492.8.  [C31, 35, §8419-c4; C39, §8419.04; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.4]  Referred to in §493.5
IA Code § 493.5 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.5 - Liability of holder.

493.5 Liability of holder.   Any and all shares without par value issued for the consideration as prescribed or fixed in section 493.4 shall be deemed fully paid and nonassessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto.  [C31, 35, §8419-c5; C39, §8419.05; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.5]
IA Code § 493.6 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.6 - Status of stock.

493.6 Status of stock.   Except as to any preferences, rights, limitations, privileges and restrictions, lawfully granted or imposed with respect to any stock or class thereof, shares of stock without nominal or par value shall be deemed to be an aliquot part of the aggregate capital of the corporation issuing the same and equal to every other share of stock of the same class.  [C31, 35, §8419-c6; C39, §8419.06; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.6]
IA Code § 493.7 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.7 - Certificates of stock.

493.7 Certificates of stock.   Each stock certificate issued for shares without nominal or par value shall have plainly written or printed upon its face the number of shares which it represents, and the number of such shares the corporation is authorized to issue, and no such certificate shall state any nominal or par value of such shares or express any rate of dividend to which it shall be entitled in terms of percentage of any par or other value.  [C31, 35, §8419-c7; C39, §8419.07; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.7]
IA Code § 493.8 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.8 - Number of shares.

493.8 Number of shares.   The number of authorized shares of stock without par value may be increased or reduced in the manner and subject to the conditions provided by law for the increase or reduction of the capital stock of a similar corporation having shares with par value. All other statutory provisions relating to stock having a par value shall also apply to stock without par value, so far as the same may be legally, necessarily or practically applicable to, and not inconsistent with, the provisions of this chapter.  [C31, 35, §8419-c8; C39, §8419.08; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.8]
IA Code § 493.9 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.9 - Change in stock.

493.9 Change in stock.   Any such corporation may, by appropriate amendments to its articles of incorporation, adopted by a two-thirds affirmative vote of each class of stock then issued and outstanding and affected by such amendment, change its common or preferred stock having a par value to an equal, greater or less number of shares of stock having no par value, and, in connection therewith, may fix the amount of capital represented by such shares of stock without par value.  [C31, 35, §8419-c9; C39, §8419.09; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.9]  2013 Acts, ch 30, §117; 2014 Acts, ch 1026, §113
IA Code § 493.10 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.10 - Convertibility.

493.10 Convertibility.   The articles of incorporation, or any amendment thereto, of any such corporation may provide that shares of stock of any class shall be convertible into shares of stock of any other class upon such terms and conditions as may be therein stated.  [C31, 35, §8419-c10; C39, §8419.10; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.10]
IA Code § 493.11 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.11 - Incorporation fee — computation.

493.11 Incorporation fee — computation.   For the purpose of computing the statutory fee for incorporating or for any other statutory provision based on the par value of shares of stock, but for no other purpose, each share of stock without par value shall be considered equivalent to a share having a nominal or par value of one hundred dollars.  [C31, 35, §8419-c11; C39, §8419.11; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.11]
IA Code § 493.12 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 493 - STOCK WITHOUT PAR VALUE|Section 493.12 - Applicability of statutes.

493.12 Applicability of statutes.   Except as otherwise provided by this chapter, such corporations issuing shares without par value, under the provisions hereof, shall be and remain subject to the laws of this state, now or hereafter in force, relating to the formation, regulation, consolidation, or merger, rights, powers and privileges of corporations organized for pecuniary profit, and all other laws applicable thereto.   All Acts or parts of Acts providing for the incorporation, organization, administration and management of the affairs of corporations organized for pecuniary profit and having shares of stock with a par value are hereby made applicable to corporations having shares of stock without par value, except where the same are inconsistent with the provisions of this chapter.  [C31, 35, §8419-c12; C39, §8419.12; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.12]