reglab/housing_qa huggingface dataset:
IA Code § 504.1422 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1422 - Procedure for and effect of administrative dissolution.

504.1422 Procedure for and effect of administrative dissolution.   1. Upon determining that one or more grounds exist under section 504.1421 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504.   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 at least sixty days after service of notice is perfected under section 504.504, the secretary of state may 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 of dissolution and serve a copy on the corporation under section 504.504.   3. A corporation that is administratively dissolved continues its corporate existence but shall not carry on any activities except those necessary to wind up and liquidate its affairs pursuant to section 504.1405 and notify its claimants pursuant to sections 504.1406 and 504.1407.   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 as 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 504.504. This subsection does not preclude service on the corporation’s registered agent, if any.  2004 Acts, ch 1049, §145, 192; 2004 Acts, ch 1175, §386  Referred to in §504.1421, 504.1423
IA Code § 504.1423 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1423 - Reinstatement following administrative dissolution.

504.1423 Reinstatement following administrative dissolution.   1. A corporation administratively dissolved under section 504.1422 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must state all of the following:   a. The name of the corporation and the effective date of its administrative dissolution.   b. That the ground or grounds for dissolution either did not exist or have been eliminated.   c. If the application is received more than five years after the effective date of dissolution, state the corporation’s name satisfies the requirements of section 504.401.   d. 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, that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, and that all of the application information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the document, and deliver a copy to the corporation under section 504.504.   (2) 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 reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.  2004 Acts, ch 1049, §146, 192; 2006 Acts, ch 1089, §58 – 60; 2010 Acts, ch 1040, §5; 2020 Acts, ch 1118, §27  Referred to in §488.108, 490.401, 504.401, 504.403  Subsection 2, paragraph a amended
IA Code § 504.1424 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1424 - Appeal from denial of reinstatement.

504.1424 Appeal from denial of reinstatement.   1. The secretary of state, upon denying a corporation’s application for reinstatement following administrative dissolution, shall serve the corporation under section 504.504 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 within ninety days after service of the notice of denial is perfected by petitioning 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 of reinstatement.   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.  2004 Acts, ch 1049, §147, 192
IA Code § 504.1431 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1431 - Grounds for judicial dissolution.

504.1431 Grounds for judicial dissolution.   1. The district court may dissolve a corporation in any of the following ways:   a. In a proceeding brought by the attorney general, if any of the following is established:   (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. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established:   (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break 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.   (3) The members 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, or would otherwise have, expired.   (4) The corporate assets are being misapplied or wasted.   c. In a proceeding brought by a creditor, if either of the following is established:   (1) The creditor’s claim has been reduced to judgment, the execution on the judgment is 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. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision.   2. Prior to dissolving a corporation, the court shall consider whether:   a. There are reasonable alternatives to dissolution.   b. Dissolution is in the public interest, if the corporation is a public benefit corporation.   c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.  2004 Acts, ch 1049, §148, 192  Referred to in §504.1432, 504.1434
IA Code § 504.1432 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1432 - Procedure for judicial dissolution.

504.1432 Procedure for judicial dissolution.   1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located.   2. It is not necessary to make directors or members 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 pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, or carry on the activities of the corporation until a full hearing can be held.  2004 Acts, ch 1049, §149, 192
IA Code § 504.1433 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1433 - Receivership or custodianship.

504.1433 Receivership or custodianship.   1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the 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 exclusive jurisdiction over the corporation and all of its property wherever located.   2. The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this state, as a receiver or custodian. 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, including the following:   a. The receiver or custodian may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the receiver’s or custodian’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation. The receiver or custodian may sue and defend in the receiver’s or custodian’s name as receiver or custodian of the corporation, as applicable, 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 or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.   4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.   5. The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and to the receiver’s or custodian’s attorney from the assets of the corporation or proceeds from the sale of the assets.  2004 Acts, ch 1049, §150, 192
IA Code § 504.1434 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1434 - Decree of dissolution.

504.1434 Decree of dissolution.   1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court 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 of the corporation’s affairs and liquidation of the corporation in accordance with section 504.1405 and the notification of its claimants in accordance with sections 504.1406 and 504.1407.  2004 Acts, ch 1049, §151, 192  Referred to in §602.8102(70)
IA Code § 504.1441 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1441 - Deposit with state treasurer.

504.1441 Deposit with state treasurer.   Assets of a dissolved corporation which should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state for safekeeping. However, in the treasurer of state’s discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the treasurer of state shall deliver to the creditor, member, or other person or to the representative of the creditor, member, or other person that amount or property.  2004 Acts, ch 1049, §152, 192
IA Code § 504.1501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1501 - Authority to transact business required.

504.1501 Authority to transact business required.   1. A foreign corporation shall not transact business in this state until it obtains a certificate of authority from the secretary of state.   2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1:   a. Maintaining, defending, or settling any proceeding.   b. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.   c. Maintaining bank accounts.   d. Maintaining offices or agencies for the transfer, exchange, or registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.   e. Selling through independent contractors.   f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.   g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.   h. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts.   i. Owning, without more, real or personal property.   j. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature.   k. Transacting business in interstate commerce.  2004 Acts, ch 1049, §153, 192
IA Code § 504.1502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1502 - Consequences of transacting business without authority.

504.1502 Consequences of transacting business without authority.   1. A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until it obtains a certificate of authority.   2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.   3. A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.   4. A foreign corporation is liable for a civil penalty of an amount not to exceed a total of one thousand dollars if it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection.   5. Notwithstanding subsections 1 and 2, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.  2004 Acts, ch 1049, §154, 192
IA Code § 504.1503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1503 - Application for certificate of authority.

504.1503 Application for certificate of authority.   1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth all of the following:   a. The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 504.1506.   b. The name of the state or country under whose law it is incorporated.   c. The date of incorporation and period of duration.   d. The address of its principal office.   e. The address of its registered office in this state and the name of its registered agent at that office.   f. The names and usual business or home addresses of its current directors and officers.   g. Whether the foreign corporation has members.   2. The foreign corporation shall deliver the completed application to the secretary of state, and shall 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 with the secretary of state.  2004 Acts, ch 1049, §155, 192  Referred to in §504.1504
IA Code § 504.1504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1504 - Amended certificate of authority.

504.1504 Amended certificate of authority.   1. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes any of the following:   a. Its corporate name.   b. The period of its duration.   c. The state or country of its incorporation.   2. The requirements of section 504.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.  2004 Acts, ch 1049, §156, 192  Referred to in §504.1506
IA Code § 504.1505 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1505 - Effect of certificate of authority.

504.1505 Effect of certificate of authority.   1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.   2. A foreign corporation with a valid certificate of authority has the same rights and has the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.   3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.  2004 Acts, ch 1049, §157, 192
IA Code § 504.1507 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1507 - Registered office and registered agent of foreign corporation.

504.1507 Registered office and registered agent of foreign corporation.   Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both of the following:   1. A registered office with the same address as that of its registered agent.   2. A registered agent, who may be any of the following:   a. An individual who resides in this state and whose office is identical to the registered office.   b. A domestic business or nonprofit corporation whose office is identical to the registered office.   c. A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical to the registered office.  2004 Acts, ch 1049, §159, 192
IA Code § 504.1508 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1508 - Change of registered office or registered agent of foreign corporation.

504.1508 Change of registered office or registered agent of foreign corporation.   1. A foreign corporation authorized to transact business in this state 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 that apply:   a. The name of its registered office or registered agent.   b. If the current registered office is to be changed, the address of its new registered office.   c. If the current registered agent is to be changed, the name of its new registered agent and the new agent’s written consent to the appointment, either on the statement or attached to it.   d. That after the change or changes are made, the addresses of its registered office and the office of its registered agent will be identical.   2. If a registered agent changes the address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 and recites 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 address of the registered office of any corporation for which the registered agent is the registered agent by filing a statement as required in subsection 2 for each corporation, or by filing a single statement for all corporations named in the notice, except that it must be signed either manually or in facsimile only by the registered agent and must recite that a copy of the statement has been mailed to each corporation named in the notice.   4. A corporation may also change its registered office or registered agent in its biennial report as provided in section 504.1613.  2004 Acts, ch 1049, §160, 192  Referred to in §504.1531