reglab/housing_qa huggingface dataset:
IA Code § 490.1322 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1322 - Appraisal notice and form.

490.1322 Appraisal notice and form.   1. If proposed corporate action requiring appraisal rights under section 490.1302, subsection 1, becomes effective, the corporation must send a written appraisal notice and the form required by subsection 2, paragraph “a”, to all shareholders who satisfied the requirements of section 490.1321, subsection 1, or section 490.1321, subsection 2. In the case of a merger under section 490.1105, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.   2. The appraisal notice must be delivered no earlier than the date the corporate action specified in section 490.1302, subsection 1, became effective and no later than ten days after such date and must do all of the following:   a. Supply a form that does all of the following:   (1) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, if any.   (2) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date.   (3) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction.   b. State all of the following:   (1) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date shall not be earlier than the date for receiving the required form under subparagraph (2).   (2) A date by which the corporation must receive the form, which date shall not be fewer than forty nor more than sixty days after the date the appraisal notice is sent under subsection 1, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.   (3) The corporation’s estimate of the fair value of the shares.   (4) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (2) the number of shareholders who return the forms by the specified date and the total number of shares owned by them.   (5) The date by which the notice to withdraw under section 490.1323 must be received, which date must be within twenty days after the date specified in subparagraph (2).   c. Be accompanied by a copy of this subchapter.  89 Acts, ch 288, §136; 91 Acts, ch 211, §8; 2002 Acts, ch 1154, §83, 125; 2013 Acts, ch 31, §58 – 61, 82; 2019 Acts, ch 24, §104  Referred to in §490.1301, 490.1303, 490.1320, 490.1323, 490.1324, 490.1325, 490.1331
IA Code § 490.1323 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1323 - Perfection of rights — right to withdraw.

490.1323 Perfection of rights — right to withdraw.   1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (2). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 490.1322, subsection 2, paragraph “a”. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under section 490.1325. In addition, a shareholder who wishes to exercise appraisal rights must execute and return the form and, in a case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (2). Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2.   2. A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (5). A shareholder who fails to so withdraw from the appraisal process shall not thereafter withdraw without the corporation’s written consent.   3. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit the shareholder’s share certificates where required, each by the date set forth in the notice described in section 490.1322, subsection 2, shall not be entitled to payment under this subchapter.  89 Acts, ch 288, §137; 2002 Acts, ch 1154, §84, 125; 2003 Acts, ch 44, §86; 2013 Acts, ch 31, §62, 82; 2019 Acts, ch 24, §104  Referred to in §490.1301, 490.1322, 490.1324
IA Code § 490.1324 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1324 - Payment.

490.1324 Payment.   1. Except as provided in section 490.1325, within thirty days after the form required by section 490.1322, subsection 2, paragraph “b”, subparagraph (2), is due, the corporation shall pay in cash to those shareholders who complied with section 490.1323, subsection 1, the amount the corporation estimates to be the fair value of their shares, plus interest.   2. The payment to each shareholder pursuant to subsection 1 must be accompanied by all of the following:   a. (1) The annual financial statements specified in section 490.1620, subsection 1, of the corporation that issued the shares to be appraised, which shall be of a date ending not more than sixteen months before the date of payment and shall comply with section 490.1620, subsection 2; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information.   (2) The latest available quarterly financial statements of such corporation, if any.   b. A statement of the corporation’s estimate of the fair value of the shares, which estimate must equal or exceed the corporation’s estimate given pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (3).   c. A statement that shareholders described in subsection 1 have the right to demand further payment under section 490.1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted the payment to the shareholder pursuant to subsection 1 in full satisfaction of the corporation’s obligations under this chapter.  89 Acts, ch 288, §138; 2002 Acts, ch 1154, §85, 125; 2003 Acts, ch 44, §87; 2013 Acts, ch 31, §63, 82  Referred to in §490.1301, 490.1325, 490.1326, 490.1331
IA Code § 490.1325 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1325 - After-acquired shares.

490.1325 After-acquired shares.   1. A corporation may elect to withhold payment required by section 490.1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 490.1322, subsection 2, paragraph “a”.   2. If the corporation elects to withhold payment under subsection 1, it must within thirty days after the form required by section 490.1322, subsection 2, paragraph “b”, subparagraph (2), is due, notify all shareholders who are described in subsection 1 regarding all of the following:   a. Of the information required by section 490.1324, subsection 2, paragraph “a”.   b. Of the corporation’s estimate of fair value pursuant to section 490.1324, subsection 2, paragraph “b”.   c. That they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 490.1326.   d. That those shareholders who wish to accept such offer must notify the corporation of their acceptance of the corporation’s offer within thirty days after receiving the offer.   e. That those shareholders who do not satisfy the requirements for demanding appraisal under section 490.1326 shall be deemed to have accepted the corporation’s offer.   3. Within ten days after receiving the shareholder’s acceptance pursuant to subsection 2, the corporation must pay in cash the amount it offered under subsection 2, paragraph “b”, to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.   4. Within forty days after sending the notice described in subsection 2, the corporation must pay in cash the amount it offered to pay under subsection 2, paragraph “b”, to each shareholder described in subsection 2, paragraph “e”.  89 Acts, ch 288, §139; 91 Acts, ch 211, §9; 2002 Acts, ch 1154, §86, 125; 2013 Acts, ch 31, §64, 82  Referred to in §490.1301, 490.1323, 490.1324, 490.1326, 490.1330, 490.1331
IA Code § 490.1326 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1326 - Procedure if shareholder dissatisfied with payment or offer.

490.1326 Procedure if shareholder dissatisfied with payment or offer.   1. A shareholder paid pursuant to section 490.1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under section 490.1324. A shareholder offered payment under section 490.1325 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder’s stated estimate of the fair value of the shares plus interest.   2. A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection 1 within thirty days after receiving the corporation’s payment or offer of payment under section 490.1324 or 490.1325, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.  89 Acts, ch 288, §140; 91 Acts, ch 211, §10; 97 Acts, ch 171, §13; 2002 Acts, ch 1154, §87, 125  Referred to in §490.1301, 490.1324, 490.1325, 490.1330, 490.1331
IA Code § 490.1330 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1330 - Court action.

490.1330 Court action.   1. If a shareholder makes a demand for payment under section 490.1326 that remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 490.1326 plus interest.   2. The corporation shall commence the proceeding in the district court of the county where the corporation’s principal office or, if none, its registered office, in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.   3. The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.   5. Each shareholder made a party to the proceeding is entitled to judgment for either of the following:   a. The amount, if any, by which the court finds the fair value of the shareholder’s shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares.   b. The fair value, plus interest, of the shareholder’s shares for which the corporation elected to withhold payment under section 490.1325.  89 Acts, ch 288, §143; 2000 Acts, ch 1211, §1; 2002 Acts, ch 1154, §88, 125; 2014 Acts, ch 1001, §2  Referred to in §490.1301, 490.1331
IA Code § 490.1331 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1331 - Court costs and expenses.

490.1331 Court costs and expenses.   1. The court in an appraisal proceeding commenced under section 490.1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.   2. The court in an appraisal proceeding may also assess the expenses for the respective parties, in amounts the court finds equitable, for any of the following:   a. Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 490.1320, 490.1322, 490.1324, or 490.1325.   b. Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.   3. If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.   4. To the extent the corporation fails to make a required payment pursuant to section 490.1324, 490.1325, or 490.1326, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation expenses of the suit.  89 Acts, ch 288, §144; 2002 Acts, ch 1154, §89, 125; 2013 Acts, ch 31, §65, 82; 2019 Acts, ch 24, §104  Referred to in §490.1301
IA Code § 490.1340 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1340 - Other remedies limited.

490.1340 Other remedies limited.   1. The legality of a proposed or completed corporate action described in section 490.1302, subsection 1, shall not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.   2. Subsection 1 does not apply to a corporate action that meets any of the following conditions:   a. Was not authorized and approved in accordance with the applicable provisions of any of the following:   (1) Subchapter X, XI, or XII of this chapter.   (2) The articles of incorporation or bylaws.   (3) The resolution of the board of directors authorizing the corporate action.   b. Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading.   c. Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 490.862 and has been approved by the shareholders in the same manner as is provided in section 490.863 as if the interested transaction were a director’s conflicting interest transaction.   d. Is approved by less than unanimous consent of the voting shareholders pursuant to section 490.704, if all of the following apply:   (1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected.   (2) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.  2013 Acts, ch 31, §66, 82; 2019 Acts, ch 24, §104
IA Code § 490.1341 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1341 - Reserved.

490.1341 Reserved. Reserved.
IA Code § 490.1342 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1342 - Reserved.

490.1342 Reserved. Reserved.
IA Code § 490.1343 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1343 - Reserved.

490.1343 Reserved. Reserved.
IA Code § 490.1344 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1344 - Reserved.

490.1344 Reserved. Reserved.
IA Code § 490.1345 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1345 - Reserved.

490.1345 Reserved. Reserved.
IA Code § 490.1346 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1346 - Reserved.

490.1346 Reserved. Reserved.
IA Code § 490.1347 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1347 - Reserved.

490.1347 Reserved. Reserved.
IA Code § 490.1348 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1348 - Reserved.

490.1348 Reserved. Reserved.
IA Code § 490.1349 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1349 - Reserved.

490.1349 Reserved. Reserved.
IA Code § 490.1350 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1350 - Reserved.

490.1350 Reserved. Reserved.
IA Code § 490.1351 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1351 - Reserved.

490.1351 Reserved. Reserved.
IA Code § 490.1352 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1352 - Reserved.

490.1352 Reserved. Reserved.
IA Code § 490.1353 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1353 - Reserved.

490.1353 Reserved. Reserved.
IA Code § 490.1354 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1354 - Reserved.

490.1354 Reserved. Reserved.
IA Code § 490.1355 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1355 - Reserved.

490.1355 Reserved. Reserved.
IA Code § 490.1356 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1356 - Reserved.

490.1356 Reserved. Reserved.
IA Code § 490.1357 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1357 - Reserved.

490.1357 Reserved. Reserved.
IA Code § 490.1358 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1358 - Reserved.

490.1358 Reserved. Reserved.
IA Code § 490.1359 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1359 - Reserved.

490.1359 Reserved. Reserved.
IA Code § 490.1360 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1360 - Reserved.

490.1360 Reserved. Reserved.
IA Code § 490.1361 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1361 - Reserved.

490.1361 Reserved. Reserved.
IA Code § 490.1362 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1362 - Reserved.

490.1362 Reserved. Reserved.
IA Code § 490.1363 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1363 - Reserved.

490.1363 Reserved. Reserved.
IA Code § 490.1364 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1364 - Reserved.

490.1364 Reserved. Reserved.
IA Code § 490.1365 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1365 - Reserved.

490.1365 Reserved. Reserved.
IA Code § 490.1366 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1366 - Reserved.

490.1366 Reserved. Reserved.
IA Code § 490.1367 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1367 - Reserved.

490.1367 Reserved. Reserved.
IA Code § 490.1368 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1368 - Reserved.

490.1368 Reserved. Reserved.
IA Code § 490.1369 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1369 - Reserved.

490.1369 Reserved. Reserved.
IA Code § 490.1370 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1370 - Reserved.

490.1370 Reserved. Reserved.
IA Code § 490.1371 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1371 - Reserved.

490.1371 Reserved. Reserved.
IA Code § 490.1372 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1372 - Reserved.

490.1372 Reserved. Reserved.
IA Code § 490.1373 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1373 - Reserved.

490.1373 Reserved. Reserved.
IA Code § 490.1374 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1374 - Reserved.

490.1374 Reserved. Reserved.
IA Code § 490.1375 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1375 - Reserved.

490.1375 Reserved. Reserved.
IA Code § 490.1376 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1376 - Reserved.

490.1376 Reserved. Reserved.
IA Code § 490.1377 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1377 - Reserved.

490.1377 Reserved. Reserved.
IA Code § 490.1378 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1378 - Reserved.

490.1378 Reserved. Reserved.
IA Code § 490.1379 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.1379 - Reserved.

490.1379 Reserved. Reserved.