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2023 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 which 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, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall 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 any of the following:
a. The amount, if any, by which the court finds the fair value of the shareholder’s shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest.
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; 2021 Acts, ch 165, §168, 230
Referred to in §490.1301, 490.1331
2023 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 which 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 of the respective parties in amounts the court finds equitable, against any of the following:
a. 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. Either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.
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 all 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; 2021 Acts, ch 165, §169, 230
Referred to in §490.1301
2023 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 IX, X, XI, or XII.
(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; 2021 Acts, ch 165, §170, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1401 - Dissolution by incorporators or initial directors.

490.1401 Dissolution by incorporators or initial directors.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth all of the following:
1. The name of the corporation.
2. The date of its incorporation.
3. Either of the following:
a. That none of the corporation’s shares has been issued.
b. That the corporation has not commenced business.
4. That no debt of the corporation remains unpaid.
5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.
6. That a majority of the incorporators or initial directors authorized the dissolution.
89 Acts, ch 288, §145
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1402 - Dissolution by board of directors and shareholders.

490.1402 Dissolution by board of directors and shareholders.
1. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.
2. a. For a proposal to dissolve to be adopted, it shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless any of the following apply:
(1) The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation.
(2) Section 490.826 applies.
b. If paragraph “a”, subparagraph (1) or (2), applies, the board shall inform the shareholders of the basis for its so proceeding.
3. The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution.
4. If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
5. Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3 require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.
89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125; 2013 Acts, ch 31, §67, 82; 2015 Acts, ch 30, §159; 2021 Acts, ch 165, §171, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1403 - Articles of dissolution.

490.1403 Articles of dissolution.
1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following:
a. The name of the corporation.
b. The date that dissolution was authorized.
c. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation and bylaws.
2. The articles of dissolution shall take effect at the effective date determined in accordance with section 490.123. A corporation is dissolved upon the effective date of its articles of dissolution.
3. As used in this part, “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
89 Acts, ch 288, §147; 2002 Acts, ch 1154, §91, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §172, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1404 - Revocation of dissolution.

490.1404 Revocation of dissolution.
1. A corporation may revoke its dissolution within one hundred twenty days after its effective date.
2. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:
a. The name of the corporation.
b. The effective date of the dissolution that was revoked.
c. The date that the revocation of dissolution was authorized.
d. If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect.
e. If the corporation’s board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.
f. If shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation and bylaws.
4. The articles of revocation of dissolution shall take effect at the effective date determined in accordance with section 490.123. 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 business as if the dissolution had never occurred.
89 Acts, ch 288, §148; 2002 Acts, ch 1154, §92, 125; 2003 Acts, ch 44, §88; 2021 Acts, ch 165, §173, 230
Referred to in §524.1306
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1405 - Effect of dissolution.

490.1405 Effect of dissolution.
1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following:
a. Collecting its assets.
b. Disposing of its properties that will not be distributed in kind to its shareholders.
c. Discharging or making provision for discharging its liabilities.
d. Making distributions of its remaining assets among its shareholders according to their interests.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not do any of the following:
a. Transfer title to the corporation’s property.
b. Prevent transfer of its shares or securities.
c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.
d. Change any of the following:
(1) Quorum or voting requirements for its board of directors or shareholders.
(2) Provisions for selection, resignation, or removal of its directors or officers or both.
(3) Provisions for amending its bylaws.
e. Prevent commencement of a proceeding by or against the corporation in its corporate name.
f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
g. Terminate the authority of the registered agent of the corporation.
3. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date shall not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.
89 Acts, ch 288, §149; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §174, 230
Referred to in §490.1421, 490.1433
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1406 - Known claims against dissolved corporation.

490.1406 Known claims against dissolved corporation.
1. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
2. The written notice must do all of the following:
a. Describe information that must be included in a claim.
b. Provide a mailing address where a claim may be sent.
c. State the deadline, which must not be fewer than one hundred twenty days after the written notice is effective, by which the dissolved corporation shall 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 any 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 after the rejection notice is effective.
4. As used in this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
89 Acts, ch 288, §150; 2002 Acts, ch 1154, §93, 125; 2021 Acts, ch 165, §175, 230
Referred to in §490.1302, 490.1407, 490.1409, 490.1421, 490.1433
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1407 - Other claims against dissolved corporation.

490.1407 Other claims against dissolved corporation.
1. A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
2. The notice must meet all of the following requirements:
a. Be published in compliance with any of the following:
(1) One time in a newspaper of general circulation in the county where the dissolved corporation’s principal office, or, if none in this state, its registered office is or was last located.
(2) Be posted conspicuously for at least thirty days on the dissolved corporation’s internet site.
b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
c. State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
3. If the dissolved corporation publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the notice:
a. A claimant who was not given written notice under section 490.1406.
b. A claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation.
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim that is not barred by section 490.1406, subsection 2, or subsection 3 of this section, may be enforced in any of the following ways:
a. Against the dissolved corporation, to the extent of its undistributed assets.
b. Except as provided in section 490.1408, subsection 4, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the shareholder in liquidation.
89 Acts, ch 288, §151; 2002 Acts, ch 1154, §94, 125; 2021 Acts, ch 165, §176, 230
Referred to in §490.1302, 490.1408, 490.1409, 490.1421, 490.1433
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1408 - Court proceedings.

490.1408 Court proceedings.
1. A dissolved corporation that has published a notice under section 490.1407 may file an application with the district court of the county where the dissolved corporation’s principal office or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 490.1407, subsection 3.
2. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
3. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
4. Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection 1, shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a shareholder who received assets in liquidation.
2002 Acts, ch 1154, §95, 125
Referred to in §490.1407, 490.1409
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1409 - Director duties.

490.1409 Director duties.
1. Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims.
2. Directors of a dissolved corporation which has disposed of claims under section 490.1406, 490.1407, or 490.1408 shall not be liable for breach of subsection 1 with respect to claims against the dissolved corporation that are barred or satisfied under section 490.1406, 490.1407, or 490.1408.
2002 Acts, ch 1154, §96, 125; 2021 Acts, ch 165, §177, 230
Referred to in §490.832
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1420 - Grounds for administrative dissolution.

490.1420 Grounds for administrative dissolution.
The secretary of state may commence a proceeding under section 490.1421 to dissolve a corporation administratively, if any of the following apply:
1. The corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
2. The corporation does not deliver its biennial report required by section 490.1621 to the secretary of state within sixty days after it is due.
3. The corporation is without a registered agent or registered office in this state for sixty days or more.
4. The secretary of state has not been notified within sixty days that the corporation’s registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
5. The corporation’s period of duration stated in its articles of incorporation expires.
89 Acts, ch 288, §152; 96 Acts, ch 1170, §9, 10; 97 Acts, ch 171, §14; 2010 Acts, ch 1100, §18; 2021 Acts, ch 165, §178, 230
Referred to in §490.1421
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1421 - Procedure for and effect of administrative dissolution.

490.1421 Procedure for and effect of administrative dissolution.
1. If the secretary of state determines that one or more grounds exist under section 490.1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504.
2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice under section 490.504, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 490.504.
3. A corporation administratively dissolved continues its corporate existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 490.1405 and notify claimants under sections 490.1406 and 490.1407.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
89 Acts, ch 288, §153; 96 Acts, ch 1170, §11; 2021 Acts, ch 165, §179, 230
Referred to in §490.128, 490.1420, 490.1422
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1422 - Reinstatement following administrative dissolution.

490.1422 Reinstatement following administrative dissolution.
1. A corporation administratively dissolved under section 490.1421 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements:
a. State the name of the corporation at its date of dissolution and the effective date of its administrative dissolution.
b. State that the ground or grounds for dissolution 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 a corporate name that satisfies the requirements of section 490.401.
d. State the federal tax identification number of the corporation.
2. a. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department shall report to the secretary of state the tax status of the corporation. If the department reports to the secretary of state that a filing delinquency or liability exists against the corporation, the secretary of state shall not cancel the certificate of dissolution until the filing delinquency or liability is satisfied.
b. (1) If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the certificate of reinstatement, and deliver a copy to the corporation under section 490.504.
(2) If the corporate name in subsection 1, paragraph “c”, is different 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 the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred.
89 Acts, ch 288, §154; 92 Acts, ch 1244, §46; 93 Acts, ch 17, §1; 93 Acts, ch 126, §7, 8; 94 Acts, ch 1053, §1
; 96 Acts, ch 1170, §12, 13
; 2003 Acts, ch 145, §286; 2006 Acts, ch 1089, §9 – 12; 2010 Acts, ch 1040, §2; 2020 Acts, ch 1118, §25; 2021 Acts, ch 165, §180, 230
Referred to in §249A.40, 488.108, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1423 - Appeal from denial of reinstatement.

490.1423 Appeal from denial of reinstatement.
1. If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under section 490.504 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 of the county where the corporation’s principal office or, if none in this state, its registered office is located within thirty days after service of the notice of denial is effected. The corporation appeals by petitioning the court 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.
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.
89 Acts, ch 288, §155; 2021 Acts, ch 165, §181, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1430 - Grounds for judicial dissolution.

490.1430 Grounds for judicial dissolution.
1. The district court may dissolve a corporation in any of the following ways:
a. A proceeding by the attorney general if it is established that any of the following apply:
(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. A proceeding by a shareholder if it is established that any of the following conditions exist:
(1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of 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 shareholders 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 expired.
(4) The corporate assets are being misapplied or wasted.
c. A proceeding by a creditor if it is established that any of the following applies:
(1) The creditor’s claim has been reduced to judgment, the execution on the judgment 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. A proceeding by the corporation to have its voluntary dissolution continued under court supervision.
e. A proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
2. Subsection 1, paragraph “b”, shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares which is any of the following:
a. A covered security under section 18(b)(1)(A) or (B) of the federal Securities Act of 1933.
b. Not a covered security, but is held by at least three hundred shareholders and the shares outstanding have a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors, and if they own more than ten percent of such shares, beneficial shareholders, and voting trust beneficial owners.
3. a. As used in subsection 1, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
b. As used in subsection 2, “shareholder” means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.
89 Acts, ch 288, §156; 2013 Acts, ch 31, §68, 82; 2021 Acts, ch 165, §182, 230
Referred to in §490.304, 490.1431, 490.1433, 490.1434
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1431 - Procedure for judicial dissolution.

490.1431 Procedure for judicial dissolution.
1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 490.1430, subsection 1, lies in the county where a corporation’s principal office or, if none in this state, its registered office is or was last located.
2. It is not necessary to make shareholders 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 during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
4. Within ten days of the commencement of a proceeding to dissolve a corporation under section 490.1430, subsection 1, paragraph “b”, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under section 490.1434, and accompanied by a copy of section 490.1434.
89 Acts, ch 288, §157; 2002 Acts, ch 1154, §97, 125; 2013 Acts, ch 31, §69, 82; 2021 Acts, ch 165, §183, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1432 - Receivership or custodianship.

490.1432 Receivership or custodianship.
1. Unless an election to purchase has been filed under section 490.1434, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and 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 jurisdiction over the corporation and all of its property wherever located.
2. The court may appoint an individual or a domestic or foreign corporation or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. 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 from time to time. Among other powers all of the following apply:
a. The receiver may do any or all of the following:
(1) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale.
(2) Sue and defend in the receiver’s own name as receiver of the corporation 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, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
c. The receiver or custodian shall have such other powers and duties as the court may provide in the appointing order, which may be amended from time to time.
4. The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver.
5. The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
89 Acts, ch 288, §158; 2013 Acts, ch 31, §70, 82; 2021 Acts, ch 165, §184, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1433 - Decree of dissolution.

490.1433 Decree of dissolution.
1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 490.1430 exist, it 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 and liquidation of the corporation’s business and affairs in accordance with section 490.1405 and the notification of claimants in accordance with sections 490.1406 and 490.1407.
89 Acts, ch 288, §159
Referred to in §602.8102(68)
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1440 - Deposit with state treasurer.

490.1440 Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official shall pay such person, or the representative of such person, that amount.
89 Acts, ch 288, §160; 2021 Acts, ch 165, §186, 230
Referred to in §489.1112, 524.1305, 524.1310, 533.404, 556.6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1501 - Governing law.

490.1501 Governing law.
1. The law of the jurisdiction of formation of a foreign corporation governs all of the following:
a. The internal affairs of the foreign corporation.
b. The interest holder liability of its shareholders.
2. A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state.
3. Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation cannot lawfully engage in or exercise in this state.
89 Acts, ch 288, §161; 2021 Acts, ch 165, §187, 230
Referred to in §490.1502
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1502 - Registration to do business in this state.

490.1502 Registration to do business in this state.
1. A foreign corporation shall not do business in this state until it registers with the secretary of state under this chapter.
2. A foreign corporation doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.
3. The failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.
4. A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.
5. Section 490.1501, subsection 1, applies even if a foreign corporation fails to register under this chapter.
89 Acts, ch 288, §162; 2021 Acts, ch 165, §188, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1503 - Foreign registration statement.

490.1503 Foreign registration statement.
1. To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state all of the following:
a. The corporate name of the foreign corporation and, if the name does not comply with section 490.401, an alternate name as required by section 490.1506.
b. The foreign corporation’s jurisdiction of formation.
c. The street and mailing addresses of the foreign corporation’s principal office and, if the law of the foreign corporation’s jurisdiction of formation requires the foreign corporation to maintain an office in that jurisdiction, the street and mailing addresses of that office.
d. The street and mailing addresses of the foreign corporation’s registered office in this state and the name of its registered agent at that office.
e. The names and business addresses of its directors and principal officers.
2. The foreign corporation shall deliver the completed foreign registration statement to the secretary of state, and 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 by the secretary of state.
89 Acts, ch 288, §163; 96 Acts, ch 1170, §14; 2021 Acts, ch 165, §189, 230
Referred to in §490.140, 490.1504, 490.1506
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1504 - Amendment of foreign registration statement.

490.1504 Amendment of foreign registration statement.
A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following:
1. Its name or alternate name.
2. Its jurisdiction of formation, unless its registration is deemed to have been withdrawn under section 490.1508 or transferred under section 490.1510.
3. An address required by section 490.1503, subsection 1, paragraph “c”.
89 Acts, ch 288, §164; 2021 Acts, ch 165, §190, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1505 - Activities not constituting doing business.

490.1505 Activities not constituting doing business.
1. Activities of a foreign corporation that do not constitute doing business in this state for purposes of this subchapter include all of the following:
a. Maintaining, defending, mediating, arbitrating, or settling a proceeding.
b. Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.
c. Maintaining accounts in financial institutions.
d. Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities.
e. Selling through independent contractors.
f. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
g. Creating or acquiring indebtedness, mortgages, or security interests in property.
h. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired.
i. Conducting an isolated transaction that is not in the course of similar transactions.
j. Owning, protecting, and maintaining property.
k. Doing business in interstate commerce.
2. This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter.
89 Acts, ch 288, §165; 2021 Acts, ch 165, §191, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1506 - Noncomplying name of foreign corporation.

490.1506 Noncomplying name of foreign corporation.
1. A foreign corporation whose name does not comply with section 490.401 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 490.401 by filing a foreign registration statement under section 490.1503, or if applicable, a transfer of registration statement under section 490.1510, setting forth that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under any of the following:
a. The alternate name.
b. The foreign corporation’s name, with the addition of its jurisdiction of formation.
2. If a registered foreign corporation changes its name after registration to a name that does not comply with section 490.401, it shall not do business in this state until it complies with subsection 1 by amending its registration statement to adopt an alternate name that complies with section 490.401.
89 Acts, ch 288, §166; 96 Acts, ch 1170, §15; 2006 Acts, ch 1089, §13; 2021 Acts, ch 165, §192, 230
Referred to in §490.1503, 490.1510, 490.1621
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1507 - Withdrawal of registration of registered foreign corporation.

490.1507 Withdrawal of registration of registered foreign corporation.
1. A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and state all of the following:
a. The name of the foreign corporation and its jurisdiction of formation.
b. That the foreign corporation is not doing business in this state and that it withdraws its registration to do business in this state.
c. That the foreign corporation revokes the authority of its registered agent in this state.
d. An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3.
2. After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504.
2021 Acts, ch 165, §193, 230
Referred to in §490.504
Former section 490.1507 stricken effective January 1, 2022, by
2021 Acts, ch 165, §193, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1508 - Deemed withdrawal upon domestication or conversion to certain domestic entities.

490.1508 Deemed withdrawal upon domestication or conversion to certain domestic entities.
A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effectiveness of such event.
2021 Acts, ch 165, §194, 230
Referred to in §490.1504
Former section 490.1508 stricken effective January 1, 2022, by
2021 Acts, ch 165, §194, 230