reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14703 - Authorization of foreign protected series.

489.14703 Authorization of foreign protected series.
1. Except as otherwise provided in this section and subject to sections 489.14402 and 489.14404, the law of this state governing the filing of a certificate of authority of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
2. An application by a foreign protected series of a foreign series limited liability company for a certificate of authority to do business in this state must include all of the following:
a. The name and jurisdiction of formation of the foreign series limited liability company.
b. If the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of all of the following:
(1) Each other foreign protected series of the foreign series limited liability company.
(2) The foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
2A. If the jurisdiction under whose law the foreign protected series was organized does not provide for the protected series to obtain a certificate of existence, the foreign protected series shall attach a certificate of existence for the series limited liability company of which it is a protected series. In that case, a foreign protected series of the foreign series limited liability company will be deemed to be in existence and good standing as long as the series limited liability company is in existence and good standing.
3. The name of a foreign protected series applying for a certificate of authority or authorized to do business in this state must comply with section 489.14202 and may do so using a fictitious name pursuant to section 489.108, if the fictitious name complies with section 489.14202.
4. A foreign protected series that has in effect a certificate of authority pursuant to this section shall file with the secretary of state an amendment to its application if there is any change in the information required by subsection 2.
2019 Acts, ch 26, §37, 41
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14704 - Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.

489.14704 Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.
1. Not later than thirty days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state all of the following apply:
a. A foreign series limited liability company shall disclose to each other party the name and street and mailing address of all of the following:
(1) Each foreign protected series of the company.
(2) Each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company.
b. A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of all of the following:
(1) The company and each manager of the company and an agent for service of process for the company.
(2) Any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.
2. If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection 1 is tolled until the tribunal determines whether it has personal jurisdiction.
3. If a foreign series limited liability company or foreign protected series does not comply with subsection 1, a party to the proceeding may do any of the following:
a. Request the tribunal to treat the noncompliance as a failure to comply with the tribunal’s discovery rules.
b. Bring a separate proceeding in the court to enforce subsection 1.
2019 Acts, ch 26, §38, 41
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14801 - Uniformity of application and construction.

489.14801 Uniformity of application and construction.
In applying and construing this article, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform protected series Act as approved and recommended by the national conference of commissioners on uniform state laws.
2020 Acts, ch 1013, §1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.102 - Reservation of power to amend or repeal.

490.102 Reservation of power to amend or repeal.
The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by an amendment or repeal.
89 Acts, ch 288, §2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.120A - Secretary of state — extra services — surcharge.

490.120A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §257
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.121 - Forms.

490.121 Forms.
1. a. The secretary of state may prescribe and furnish on request any of the following forms:
(1) An application for a certificate of existence or certificate of registration.
(2) A foreign corporation’s registration statement.
(3) A foreign corporation’s statement of withdrawal.
(4) A foreign corporation’s transfer of registration statement.
(5) The biennial report required by section 490.1621.
b. If the secretary of state so requires, use of the forms provided in paragraph “a” is mandatory.
2. The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed pursuant to this chapter but their use is not mandatory.
89 Acts, ch 288, §4; 96 Acts, ch 1170, §2; 97 Acts, ch 171, §5; 2012 Acts, ch 1023, §157; 2021 Acts, ch 165, §3, 230
Referred to in §490.120
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.122 - Filing, service, and copying fees.

490.122 Filing, service, and copying fees.
1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing:
DOCUMENT FEE
a. Articles of incorporation $ 50
b. Application for use of indistinguishable
name $ 10
c. Application for reserved name $ 10
d. Notice of transfer of reserved name $ 10
e. Application for registered name $ 20
f. Application for renewal of registered
name $ 20
g. Corporation’s statement of change of
registered agent or registered office or both No fee
h. Agent’s statement of change of registered office
for each affected corporation not to exceed
a total of No fee
i. Agent’s statement of resignation No fee
j. Articles of domestication $ 50
k. Articles of conversion $ 50
l. Amendment of articles of incorporation $ 50
m. Restatement of articles of incorporation
with amendment of articles $ 50
n. Restatement of articles of incorporation
without amendment of articles $ 50
o. Articles of merger or share exchange $ 50
p. Articles of dissolution $ 5
q. Articles of revocation of dissolution $ 5
r. Certificate of administrative dissolution No fee
s. Application for reinstatement following
administrative dissolution $ 5
t. Certificate of reinstatement No fee
u. Certificate of judicial dissolution No fee
v. Foreign registration statement $ 100
w. Amendment of foreign registration
statement $ 100
x. Statement of withdrawal $ 10
y. Transfer of foreign registration statement $ 100
z. Notice of termination of registration No fee
aa. Articles of correction $ 5
ab. Articles of validation $ 5
ac. Application for certificate of existence or
registration $ 5
ad. Biennial report $ 60
ae. Any other document required or permitted to
be filed by this chapter $ 5
2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:
a. One dollar a page for copying.
b. Five dollars for the certificate.
89 Acts, ch 288, §5; 90 Acts, ch 1205, §17; 97 Acts, ch 171, §6; 2008 Acts, ch 1162, §116, 155; 2021 Acts, ch 165, §4, 230
Referred to in §9.11, 499.45, 499.54, 524.303, 524.1402, 524.1410, 524.1421
Authority to refund fees;
2000 Acts, ch 1231, §32
;
2010 Acts, ch 1189, §24
;
2011 Acts, ch 127, §27, 85
;
2012 Acts, ch 1131, §28
;
2013 Acts, ch 135, §24, 52
; 2015 Acts, ch 141, §22, 60, 67, 68;
2017 Acts, ch 171, §23, 50
; 2019 Acts, ch 136, §23;
2020 Acts, ch 1121, §1
; 2021 Acts, ch 142, §23; 2022 Acts, ch 1140, §23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.123 - Effective date of filed document.

490.123 Effective date of filed document.
1. Except to the extent otherwise provided in section 490.124, subsection 3, and part 5, a document accepted for filing is effective as follows:
a. On the date and at the time of filing, as provided in section 490.125, subsection 2.
b. On the date of filing and at the time specified in the document as its effective time, if later than the time under paragraph “a”.
c. At a specified delayed effective date and time which shall not be more than ninety days after filing.
d. If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which shall not be more than ninety days after the date of filing.
2. If a filed document does not specify the time zone or place at which a date or time or both is to be determined, the date or time or both at which it becomes effective shall be those prevailing at the place of filing in this state.
89 Acts, ch 288, §6; 2002 Acts, ch 1154, §3, 125; 2021 Acts, ch 165, §5, 230
Referred to in §490.140, 490.922, 490.933, 490.1006, 490.1106, 490.1403, 490.1404, 490.1510, 490.1621
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.124 - Correcting filed document.

490.124 Correcting filed document.
1. A document filed by the secretary of state pursuant to this chapter may be corrected if any of the following applies:
a. The document contains an inaccuracy.
b. The document was defectively signed, attested, sealed, verified, or acknowledged.
c. The electronic transmission was defective.
2. A document is corrected by complying with all of the following:
a. By preparing articles of correction that do all of the following:
(1) Describe the document, including its filing date, or a copy of the document is attached to the articles of correction.
(2) Specify the inaccuracy or defect to be corrected.
(3) Correct the inaccuracy or defect.
b. By delivering the articles of correction to the secretary of state for filing.
3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
89 Acts, ch 288, §7; 2002 Acts, ch 1154, §4, 125; 2021 Acts, ch 165, §6, 230
Referred to in §9.14, 490.123
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.125 - Filing duty of secretary of state.

490.125 Filing duty of secretary of state.
1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 490.120, the secretary of state shall file it.
2. The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, except the biennial report required by section 490.1621, and except as provided in section 490.503, the secretary of state shall return to the person who delivered the document for filing a copy of the document with an acknowledgment of the date and time of filing.
3. If the secretary of state refuses to file a document, it shall be returned to the person who delivered the document for filing within five days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
4. The secretary of state’s duty to file documents under this section is ministerial. The secretary of state’s filing or refusing to file a document does not create a presumption of any of the following:
a. The document does or does not conform to the requirements of this chapter.
b. The information contained in the document is correct or incorrect.
89 Acts, ch 288, §8; 96 Acts, ch 1170, §3; 97 Acts, ch 171, §7; 2002 Acts, ch 1154, §5, 125; 2021 Acts, ch 165, §7, 230
Referred to in §490.123
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.126 - Appeal from secretary of state’s refusal to file document.

490.126 Appeal from secretary of state’s refusal to file document.
1. If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located to compel its filing. The document and the explanation of the secretary of state’s refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
2. The court may order the secretary of state to file the document or take other action the court considers appropriate.
3. The court’s final decision may be appealed as in other civil proceedings.
89 Acts, ch 288, §9; 2021 Acts, ch 165, §8, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.127 - Evidentiary effect of certified copy of filed document.

490.127 Evidentiary effect of certified copy of filed document.
A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
89 Acts, ch 288, §10; 90 Acts, ch 1205, §18; 2002 Acts, ch 1154, §6, 125; 2021 Acts, ch 165, §9, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.128 - Certificate of existence or registration.

490.128 Certificate of existence or registration.
1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
2. A certificate of existence must set forth all of the following:
a. The domestic corporation’s corporate name.
b. That the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual.
c. That all fees, taxes, and penalties owed to this state have been paid, subject to all of the following:
(1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the existence of the domestic corporation.
d. That its most recent biennial report required by section 490.1621 has been filed by the secretary of state.
e. That articles of dissolution have not been filed.
f. That the corporation is not administratively dissolved and a proceeding is not pending under section 490.1421.
g. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. A certificate of registration must set forth all of the following:
a. The foreign corporation’s name used in this state.
b. That the foreign corporation is registered to do business in this state.
c. That all fees, taxes, and penalties owed to this state have been paid, subject to all of the following:
(1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the registration of the foreign corporation.
d. That its most recent biennial report required by section 490.1621 has been filed by the secretary of state.
e. Other facts of record in the office of the secretary of state that may be requested by the applicant.
4. Subject to any qualification stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence of the facts stated in the certificate.
89 Acts, ch 288, §11; 90 Acts, ch 1205, §19; 97 Acts, ch 171, §8; 2021 Acts, ch 165, §10, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.129 - Penalty for signing false document.

490.129 Penalty for signing false document.
1. A person commits an offense by signing a document that the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine of not to exceed one thousand dollars.
89 Acts, ch 288, §12; 2021 Acts, ch 165, §11, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.130 - Powers.

490.130 Powers.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter.
89 Acts, ch 288, §14
CS89, §490.135
2021 Acts, ch 165, §12, 216, 230
C2022, §490.130
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.142 - Number of shareholders.

490.142 Number of shareholders.
1. For purposes of this chapter, any of the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder:
a. Three or fewer co-owners.
b. A corporation, partnership, trust, estate, or other entity.
c. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
2. For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
89 Acts, ch 288, §17; 2021 Acts, ch 165, §15, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.144 - Householding.

490.144 Householding.
1. A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following apply:
a. The corporation delivers one copy of the notice, report, or statement to the common address.
b. The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented.
c. Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders’ common address.
2. Any such consent described in subsection 1, paragraph “b” or “c”, shall be revocable by any of such shareholders who deliver written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than thirty days after delivery of the written notice of revocation.
3. Any shareholder who fails to object by written notice to the corporation, within sixty days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection 1, shall be deemed to have consented to receiving such single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.
2013 Acts, ch 31, §5, 82; 2021 Acts, ch 165, §17, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.146 - Defective corporate actions.

490.146 Defective corporate actions.
1. A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152.
2. Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this part shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
3. In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon any of the following:
a. The effectiveness under this part and under subchapter X of an amendment to the articles of incorporation authorizing, designating, or creating such shares.
b. The effectiveness of any other corporate action under this part ratifying the authorization, designation, or creation of such shares.
2021 Acts, ch 165, §19, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.147 - Ratification of defective corporate actions.

490.147 Ratification of defective corporate actions.
1. To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection 2, the board of directors shall take action ratifying the action in accordance with section 490.148, stating all of the following:
a. The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued.
b. The date of the defective corporate action.
c. The nature of the failure of authorization with respect to the defective corporate action to be ratified.
d. That the board of directors approves the ratification of the defective corporate action.
2. In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under section 490.205, subsection 1, paragraph “b”, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating all of the following:
a. The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation.
b. The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors.
c. That the ratification of the election of such person or persons as the initial board of directors is approved.
3. If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection 1 is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection 1 shall be submitted to the shareholders for approval in accordance with section 490.148.
4. Unless otherwise provided in the action taken by the board of directors under subsection 1, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.
2021 Acts, ch 165, §20, 230
Referred to in §490.146, 490.148, 490.149, 490.150, 490.151, 490.152
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.149 - Notice requirements.

490.149 Notice requirements.
1. Unless shareholder approval is required under section 490.147, subsection 3, prompt notice of an action taken under section 490.147 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of all of the following:
a. The date of such action by the board of directors.
b. The date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
2. The notice must contain all of the following:
a. Either a copy of the action taken by the board of directors in accordance with section 490.147, subsection 1 or 2, or the information required by section 490.147, subsection 1, paragraphs “a” through “d”, or section 490.147, subsection 2, paragraphs “a” through “c”, as applicable.
b. A statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty days from the applicable validation effective time.
3. No notice under this section is required with respect to any action required to be submitted to shareholders for approval under section 490.147, subsection 3, if notice is given in accordance with section 490.148, subsection 2.
4. A notice required by this section may be given in any manner permitted by section 490.141 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the federal Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States securities and exchange commission.
2021 Acts, ch 165, §22, 230
Referred to in §490.145
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.150 - Effect of ratification.

490.150 Effect of ratification.
From and after the validation effective time, and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152, all of the following shall apply:
1. Each defective corporate action ratified in accordance with section 490.147 shall not be void or voidable as a result of the failure of authorization identified in the action taken under section 490.147, subsection 1 or 2, and shall be deemed a valid corporate action effective as of the date of the defective corporate action.
2. The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under section 490.147 shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued.
3. Any corporate action taken subsequent to the defective corporate action ratified in accordance with this part in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.
2021 Acts, ch 165, §23, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.152 - Judicial proceedings regarding validity of corporate actions.

490.152 Judicial proceedings regarding validity of corporate actions.
1. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 490.147, or any other person claiming to be substantially and adversely affected by a ratification under section 490.147, the district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may do all of the following:
a. Determine the validity and effectiveness of any corporate action or defective corporate action.
b. Determine the validity and effectiveness of any ratification under section 490.147.
c. Determine the validity of any putative shares.
d. Modify or waive any of the procedures specified in section 490.147 or 490.148 to ratify a defective corporate action.
2. In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations, regarding such matters as it deems proper under the circumstances.
3. Service of process of the application under subsection 1 on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action to be provided to other persons specified by the court and permit such other persons to intervene in the action.
4. Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty days of the validation effective time.
2021 Acts, ch 165, §25, 230
Referred to in §490.145, 490.146, 490.150
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.201 - Incorporators.

490.201 Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
89 Acts, ch 288, §18; 2021 Acts, ch 165, §26, 230
Referred to in §15E.206
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.203 - Incorporation.

490.203 Incorporation.
1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
89 Acts, ch 288, §20; 2021 Acts, ch 165, §28, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.204 - Liability for preincorporation transactions.

490.204 Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
89 Acts, ch 288, §21
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.205 - Organization of corporation.

490.205 Organization of corporation.
1. After incorporation, the following shall apply:
a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
b. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to do any of the following:
(1) Elect initial directors and complete the organization of the corporation.
(2) Elect a board of directors who shall complete the organization of the corporation.
2. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
3. An organizational meeting may be held in or out of this state.
89 Acts, ch 288, §22; 2021 Acts, ch 165, §29, 230
Referred to in §490.147
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.206 - Bylaws.

490.206 Bylaws.
1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.
3. The bylaws may contain any of the following provisions:
a. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors.
b. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.
4. Notwithstanding section 490.1020, subsection 2, paragraph “b”, the shareholders in amending, repealing, or adopting a bylaw described in subsection 3 shall not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process.
89 Acts, ch 288, §23; 2021 Acts, ch 165, §30, 230
Referred to in §490.749, 490.1020
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.207 - Emergency bylaws.

490.207 Emergency bylaws.
1. Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following:
a. Procedures for calling a meeting of the board of directors.
b. Quorum requirements for the meeting.
c. Designation of additional or substitute directors.
2. All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws has all of the following effects:
a. The action binds the corporation.
b. The action shall not be used to impose liability on a director, officer, employee, or agent of the corporation.
4. An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
89 Acts, ch 288, §24; 2021 Acts, ch 165, §31, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.208 - Forum selection provisions.

490.208 Forum selection provisions.
1. The articles of incorporation or bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
2. A provision of the articles of incorporation or bylaws adopted under subsection 1 shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection 1 do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.
3. No provision of the articles of incorporation or bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.
4. “Internal corporate claim” means, for the purposes of this section, any of the following:
a. Any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity.
b. Any derivative action or proceeding brought on behalf of the corporation.
c. Any action asserting a claim arising pursuant to any provision of this chapter or the articles of incorporation or bylaws.
d. Any action asserting a claim governed by the internal affairs doctrine that is not included in paragraphs “a” through “c”.
2021 Acts, ch 165, §32, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.209 - Foreign-trade zone corporation.

490.209 Foreign-trade zone corporation.
A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be registered to do business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81(a). The domestic or foreign corporation must maintain its principal place of business in this state. The domestic or foreign corporation described in this section has all powers necessary or convenient for applying for a grant of authority to establish, operate, and maintain a foreign-trade zone under 19 U.S.C. §81(a) et seq., and regulations promulgated under that law, and for establishing, operating, and maintaining a foreign-trade zone pursuant to that grant of authority.
2021 Acts, ch 165, §33, 230; 2022 Acts, ch 1021, §143
Section amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.301 - Purposes.

490.301 Purposes.
1. A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
2. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
89 Acts, ch 288, §25
Referred to in §490.401
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.302 - General powers.

490.302 General powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to do all of the following:
1. Sue and be sued, complain, and defend in its corporate name.
2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
3. Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.
4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
6. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity.
7. Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.
8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
10. Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.
11. Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.
12. Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents.
13. Make donations for the public welfare or for charitable, scientific, or educational purposes.
14. Transact any lawful business that will aid governmental policy.
15. Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
89 Acts, ch 288, §26; 2021 Acts, ch 165, §34, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.303 - Emergency powers.

490.303 Emergency powers.
1. In anticipation of or during an emergency as defined in subsection 4, the board of directors of a corporation may do all of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
2. During an emergency as defined in subsection 4, unless emergency bylaws provide otherwise:
a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner.
b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation shall both:
a. Bind the corporation.
b. Not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
89 Acts, ch 288, §27; 2021 Acts, ch 165, §35, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.304 - Ultra vires.

490.304 Ultra vires.
1. Except as provided in subsection 2, the validity of corporate action is not challengeable on the ground that the corporation lacks or lacked power to act.
2. A corporation’s power to act may be challenged in any of the following proceedings:
a. By a shareholder against the corporation to enjoin the act.
b. By the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation.
c. By the attorney general under section 490.1430.
3. In a shareholder’s proceeding under subsection 2, paragraph “a”, to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
89 Acts, ch 288, §28
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.402 - Reserved name.

490.402 Reserved name.
1. A person may reserve the exclusive use of a corporate name, including a fictitious or alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant’s exclusive use for a nonrenewable one hundred twenty-day period.
2. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
89 Acts, ch 288, §30; 2021 Acts, ch 165, §37, 230
Referred to in §488.108, 490.401, 504.401, 504.403, 504.1506, 524.310