reglab/housing_qa huggingface dataset:
IA Code § 504.1104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1104 - Articles of merger.

504.1104 Articles of merger.   1. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following:   a. The names of the parties to the merger.   b. If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of the merger, the amendments to the articles of incorporation of the survivor or the articles of incorporation of the new corporation.   c. If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws.   d. If the plan of merger did not require approval by the members of the domestic nonprofit corporation that was a party to the merger, a statement to that effect.   e. If approval of the plan by some person or persons other than the members of the board is required pursuant to section 504.1103, subsection 1, paragraph “c”, a statement that the approval was obtained.   f. As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.   2. Terms of the articles of merger may be dependent on facts objectively ascertainable outside the articles in accordance with section 504.111, subsection 12.   3. Articles of merger must be delivered to the secretary of state for filing by the survivor of the merger and shall take effect at the effective time provided in section 504.114. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.  2004 Acts, ch 1049, §128, 192; 2015 Acts, ch 45, §12  Referred to in §504.705, 504.859, 504.1106
IA Code § 504.1105 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1105 - Effect of merger.

504.1105 Effect of merger.   When a merger takes effect, all of the following occur:   1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.   2. The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger.   3. The surviving corporation has all the liabilities and obligations of each corporation party to the merger.   4. A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.   5. The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.  2004 Acts, ch 1049, §129, 192
IA Code § 504.1106 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity.

504.1106 Merger with foreign corporation or foreign unincorporated entity.   1. Except as provided in section 504.1102, one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met:   a. The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated or foreign unincorporated entity is organized and each foreign corporation or foreign unincorporated entity complies with that law in effecting the merger.   b. The foreign corporation or foreign unincorporated entity complies with section 504.1104 if it is the surviving corporation of the merger.   c. Each domestic nonprofit corporation complies with the applicable provisions of sections 504.1101 through 504.1103 and, if it is the surviving corporation of the merger, with section 504.1104.   2. Upon the merger taking effect, the surviving foreign business or nonprofit corporation, or foreign unincorporated entity, is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.  2004 Acts, ch 1049, §130, 192; 2012 Acts, ch 1049, §18, 19
IA Code § 504.1107 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1107 - Bequests, devises, and gifts.

504.1107 Bequests, devises, and gifts.   Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.  2004 Acts, ch 1049, §131, 192
IA Code § 504.1108 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1108 - Conversion.

504.1108 Conversion.   A corporation organized under this chapter that is an insurance company may voluntarily elect to be organized as a mutual insurance company under chapter 490 or 491 pursuant to the procedures set forth in section 514.23.  2004 Acts, ch 1049, §132, 192
IA Code § 504.1201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1201 - Sale of assets in regular course of activities and mortgage of assets.

504.1201 Sale of assets in regular course of activities and mortgage of assets.   1. A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do either of the following:   a. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.   b. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities.   2. Unless the articles require it, approval of the members or any other persons of a transaction described in subsection 1 is not required.  2004 Acts, ch 1049, §133, 192
IA Code § 504.1301 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1301 - Prohibited distributions.

504.1301 Prohibited distributions.   Except as authorized by section 504.1302, a corporation shall not make any distributions.  2004 Acts, ch 1049, §135, 192
IA Code § 504.1302 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1302 - Authorized distributions.

504.1302 Authorized distributions.   1. A mutual benefit corporation may purchase its memberships if, after the purchase is completed, both of the following apply:   a. The corporation will be able to pay its debts as they become due in the usual course of its activities.   b. The corporation’s total assets will at least equal the sum of its total liabilities.   2. Corporations may make distributions upon dissolution in conformity with subchapter XIV.  2004 Acts, ch 1049, §136, 192  Referred to in §504.1301
IA Code § 504.1401 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1401 - Dissolution by incorporators or directors and third persons.

504.1401 Dissolution by incorporators or directors and third persons.   1. A majority of the incorporators of a corporation that has no directors and no members or a majority of the directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering articles of dissolution to the secretary of state.   2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice must be in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.   3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.  2004 Acts, ch 1049, §137, 192
IA Code § 504.1402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1402 - Dissolution by directors, members, and third persons.

504.1402 Dissolution by directors, members, and third persons.   1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class or the articles or bylaws impose other requirements, dissolution is authorized if it is approved by all of the following:   a. The board.   b. The members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.   c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031 for an amendment to the articles or bylaws.   2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   3. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.   4. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 504.705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.   5. If the board seeks to have the dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.   6. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.  2004 Acts, ch 1049, §138, 192  Referred to in §504.705, 504.1403
IA Code § 504.1403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1403 - Articles of dissolution.

504.1403 Articles of dissolution.   1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following:   a. The name of the corporation.   b. The date dissolution was authorized.   c. A statement that dissolution was approved by a sufficient vote of the board.   d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.   e. If approval by members was required, both of the following:   (1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.   (2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.   f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph “c”, a statement that the approval was obtained.   2. A corporation is dissolved upon the effective date of its articles of dissolution.  2004 Acts, ch 1049, §139, 192  Referred to in §504.1404
IA Code § 504.1404 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1404 - Revocation of dissolution.

504.1404 Revocation of dissolution.   1. A corporation may revoke its dissolution within one hundred twenty days of its effective date.   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 action by the members or any other person.   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 members alone or in conjunction with another person or persons, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization.   f. If member or third-person action was required to revoke the dissolution, the information required by section 504.1403, subsection 1, paragraphs “e” and “f”.   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 and the corporation resumes carrying on its activities as if dissolution had never occurred.  2004 Acts, ch 1049, §140, 192
IA Code § 504.1405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1405 - Effect of dissolution.

504.1405 Effect of dissolution.   1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following:   a. Preserving and protecting its assets and minimizing its liabilities.   b. Discharging or making provision for discharging its liabilities and obligations.   c. Disposing of its properties that will not be distributed in kind.   d. Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition.   e. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.   f. If the corporation is a public benefit or religious corporation, and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations.   g. If the corporation is a mutual benefit corporation and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefiting or serving.   h. Doing every other act necessary to wind up and liquidate its assets and affairs.   2. Dissolution of a corporation does not do any of the following:   a. Transfer title to the corporation’s property.   b. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.   c. Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.   d. Prevent commencement of a proceeding by or against the corporation in its corporate name.   e. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.   f. Terminate the authority of the registered agent.  2004 Acts, ch 1049, §141, 192  Referred to in §504.1102, 504.1422, 504.1434
IA Code § 504.1406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1406 - Known claims against dissolved corporation.

504.1406 Known claims against dissolved corporation.   1. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.   2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. 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 shall 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 occurs:   a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline.   b. A claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days 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.  2004 Acts, ch 1049, §142, 192  Referred to in §504.1407, 504.1422, 504.1434
IA Code § 504.1407 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1407 - Unknown claims against dissolved corporation.

504.1407 Unknown claims against dissolved corporation.   1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.   2. The notice must do all of the following:   a. Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located or, if none is located in this state, where 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 corporation will be barred unless a proceeding to enforce the claim is commenced within five years after 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 five years after the publication date of the newspaper notice:   a. A claimant who did not receive written notice under section 504.1406.   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 may be enforced under this section to the following extent, as applicable:   a. Against the dissolved corporation, to the extent of its undistributed assets.   b. If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.  2004 Acts, ch 1049, §143, 192  Referred to in §504.1422, 504.1434
IA Code § 504.1421 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1421 - Grounds for administrative dissolution.

504.1421 Grounds for administrative dissolution.   The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs:   1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after the report 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, if any, stated in its articles of incorporation expires.  2004 Acts, ch 1049, §144, 192  Referred to in §504.1422