reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.931 - Plan of conversion.

490.931 Plan of conversion.
1. A domestic corporation may convert to a domestic or foreign eligible entity under this part by approving a plan of conversion. The plan of conversion must include all of the following:
a. The name of the converting corporation.
b. The name, jurisdiction of formation, and type of entity of the converted entity.
c. The manner and basis of converting the shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing.
d. The other terms and conditions of the conversion.
e. The full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity which are to be in writing.
2. In addition to the requirements of subsection 1, a plan of conversion may contain any other provision not prohibited by law.
3. The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 490.120, subsection 11.
2021 Acts, ch 165, §135, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.932 - Action on a plan of conversion.

490.932 Action on a plan of conversion.
In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner:
1. The plan of conversion shall first be adopted by the board of directors.
2. a. The plan of conversion shall then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors must recommend that the shareholders approve the plan, unless any of the following applies:
(1) The board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation.
(2) Section 490.826 applies.
b. If paragraph “a”, subparagraph (1) or (2) applies, the board of directors shall inform the shareholders of the basis for its so proceeding.
3. The board of directors may set conditions for approval of the plan of conversion by the shareholders or the effectiveness of the plan of conversion.
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 plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity which are to be in writing as they will be in effect immediately after the conversion.
5. Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3, require a greater vote or a greater quorum, approval of the plan of conversion requires all of the following:
a. 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 plan.
b. Except as provided in subsection 6, the approval of each class or series of shares voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group.
6. If as a result of the conversion one or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such interest holder liability.
2021 Acts, ch 165, §136, 230
Referred to in §490.901
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.934 - Amendment of plan of conversion — abandonment.

490.934 Amendment of plan of conversion — abandonment.
1. A plan of conversion of a converting entity that is a domestic corporation may be amended in any of the following manners:
a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
b. In the manner provided in the plan, except that shareholders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change any of the following:
(1) The amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the shareholders of the converting corporation under the plan.
(2) The organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted entity under its organic law or organic rules.
(3) Any other terms or conditions of the plan, if the change would adversely affect such shareholders in any material respect.
2. After a plan of conversion has been approved by a converting entity that is a domestic corporation in the manner required by this part and before the articles of conversion become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.
3. If a conversion is abandoned after the articles of conversion have been delivered to the secretary of state for filing and before the articles of conversion become effective, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. The articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. The articles of abandonment must contain all of the following:
a. The name of the converting entity.
b. The date on which the articles of conversion were filed by the secretary of state.
c. A statement that the conversion has been abandoned in accordance with this section.
2021 Acts, ch 165, §138, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1001 - Amendment of articles of incorporation — authority to amend.

490.1001 Amendment of articles of incorporation — authority to amend.
1. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
2. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
89 Acts, ch 288, §109; 2002 Acts, ch 1154, §54, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1002 - Amendment before issuance of shares.

490.1002 Amendment before issuance of shares.
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation.
89 Acts, ch 288, §110; 2002 Acts, ch 1154, §55, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1004 - Voting on amendments by voting groups.

490.1004 Voting on amendments by voting groups.
1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would do any of the following:
a. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
b. Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.
c. Change the rights, preferences, or limitations of all or part of the shares of the class.
d. Change the shares of all or part of the class into a different number of shares of the same class.
e. Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class.
f. Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class.
g. Limit or deny an existing preemptive right of all or part of the shares of the class.
h. Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
2. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection 1, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
3. If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to section 490.1003, subsection 3.
4. A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
89 Acts, ch 288, §112; 2002 Acts, ch 1154, §57, 125; 2021 Acts, ch 165, §141, 230
Referred to in §490.725, 490.921, 490.1003, 490.1104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1005 - Amendment by board of directors.

490.1005 Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes:
1. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
2. To delete the names and addresses of the initial directors.
3. To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state.
4. If the corporation has only one class of shares outstanding:
a. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
b. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
5. To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name.
6. To reflect a reduction in authorized shares, as a result of the operation of section 490.631, subsection 2, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
7. To delete a class of shares from the articles of incorporation, as a result of the operation of section 490.631, subsection 2, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
8. To make any change expressly permitted by section 490.602, subsection 1 or 2, to be made without shareholder approval.
89 Acts, ch 288, §113; 2002 Acts, ch 1154, §58, 125; 2007 Acts, ch 140, §7
Referred to in §490.1003, 490.1102, 490.1104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1006 - Articles of amendment.

490.1006 Articles of amendment.
1. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which must set forth all of the following:
a. The name of the corporation.
b. The text of each amendment adopted, or the information required by section 490.120, subsection 11, paragraph “e”.
c. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with section 490.120, subsection 11, paragraph “e”.
d. The date of each amendment’s adoption.
e. For an amendment, the following:
(1) If it was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required.
(2) If it required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(3) If being filed pursuant to section 490.120, subsection 11, paragraph “e”, a statement to that effect.
2. Articles of amendment shall take effect at the effective date determined in accordance with section 490.123.
89 Acts, ch 288, §114; 2002 Acts, ch 1154, §59, 125; 2007 Acts, ch 140, §8; 2021 Acts, ch 165, §142, 230
Referred to in §490.1007
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1007 - Restated articles of incorporation.

490.1007 Restated articles of incorporation.
1. A corporation’s board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.
2. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in section 490.1003.
3. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth all of the following:
a. The name of the corporation.
b. The text of the restated articles of incorporation.
c. A statement that the restated articles consolidate all amendments into a single document.
d. If a new amendment is included in the restated articles, the statements required under section 490.1006 with respect to the new amendment.
4. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.
5. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the statements required by subsection 3, paragraph “d”.
89 Acts, ch 288, §115; 2002 Acts, ch 1154, §60, 125; 2021 Acts, ch 165, §143, 230
Referred to in §490.1003
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1008 - Amendment pursuant to reorganization.

490.1008 Amendment pursuant to reorganization.
1. A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States.
2. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth all of the following:
a. The name of the corporation.
b. The text of each amendment approved by the court.
c. The date of the court’s order or decree approving the articles of amendment.
d. The title of the reorganization proceeding in which the order or decree was entered.
e. A statement that the court had jurisdiction of the proceeding under federal statute.
3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
89 Acts, ch 288, §116; 2002 Acts, ch 1154, §61, 125
Referred to in §490.1003
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1009 - Effect of amendment.

490.1009 Effect of amendment.
1. An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.
2. A shareholder who becomes subject to new interest holder liability in respect of the corporation as a result of an amendment to the articles of incorporation shall have that new interest holder liability only in respect of interest holder liabilities that arise after the amendment becomes effective.
3. Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest holder liability in respect of the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective shall be as follows:
a. The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.
b. The provisions of the articles of incorporation of the corporation relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph “a”, as if the amendment had not occurred.
c. The shareholder shall have such rights of contribution from other persons as are provided by the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by paragraph “a”, as if the amendment had not occurred.
d. The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
89 Acts, ch 288, §117; 2002 Acts, ch 1154, §62, 125; 2021 Acts, ch 165, §144, 230
Referred to in §490.1003
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1020 - Authority to amend.

490.1020 Authority to amend.
1. A corporation’s shareholders may amend or repeal the corporation’s bylaws.
2. A corporation’s board of directors may amend or repeal the corporation’s bylaws unless any of the following apply:
a. The articles of incorporation, section 490.1021, or, if applicable, section 490.1022, reserve that power exclusively to the shareholders in whole or part.
b. Except as provided in section 490.206, subsection 4, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors shall not amend, repeal, or adopt that bylaw.
3. A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
89 Acts, ch 288, §118; 2002 Acts, ch 1154, §63, 125; 2021 Acts, ch 165, §145, 230
Referred to in §490.206
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1021 - Bylaw increasing quorum or voting requirement for directors.

490.1021 Bylaw increasing quorum or voting requirement for directors.
1. A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed as follows:
a. If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.
b. If adopted by the board of directors, either by the shareholders or by the board of directors.
2. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
3. Action by the board of directors under subsection 1 to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
89 Acts, ch 288, §119; 2002 Acts, ch 1154, §64, 125; 2021 Acts, ch 165, §146, 230
Referred to in §490.1020
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1022 - Bylaw provisions relating to the election of directors.

490.1022 Bylaw provisions relating to the election of directors.
1. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in section 490.728, subsection 1, or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows:
a. Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes.
b. To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of the following:
(1) (a) Ninety days from the date on which the voting results are determined pursuant to section 490.729, subsection 2, paragraph “e”.
(b) The date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which section 490.810 applies.
(2) Subject to paragraph “c” of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety-day period provided in subparagraph (1), subparagraph division (a).
c. The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
2. a. Subsection 1 does not apply to an election of directors by a voting group if any of the fo1lowing applies:
(1) At the expiration of the time fixed under a provision requiring advance notification of director candidates.
(2) Absent such a provision, at a time fixed by the board of directors which is not more than fourteen days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders.
b. An individual shall not be considered a candidate for purposes of paragraph “a”, if the board of directors determines before the notice of meeting is given that such individual’s candidacy does not create a bona fide election contest.
3. A bylaw electing to be governed by this section may be repealed under any of the following circumstances:
a. If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.
b. If adopted by the board of directors, by the board of directors or the shareholders.
2021 Acts, ch 165, §147, 230
Referred to in §490.805, 490.1020
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1101 - Subchapter definitions.

490.1101 Subchapter definitions.
As used in this subchapter:
1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
2. “Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.
3. “New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is any of the following:
a. In respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective.
b. In respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if any of the following apply:
(1) The person did not have interest holder liability immediately before the merger or share exchange became effective.
(2) The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
4. “Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.
5. “Survivor” in a merger means the domestic or foreign corporation or eligible entity into which one or more other corporations or eligible entities are merged.
89 Acts, ch 288, §121; 97 Acts, ch 117, §3; 97 Acts, ch 171, §12; 2002 Acts, ch 1154, §65, 125; 2008 Acts, ch 1162, §117, 155; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §148, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1105 - Merger between parent and subsidiary or between subsidiaries.

490.1105 Merger between parent and subsidiary or between subsidiaries.
1. A domestic or foreign parent entity that owns shares of a domestic corporation which carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may do any of the following:
a. Merge the subsidiary into itself, if it is a domestic or foreign corporation or eligible entity, or into another domestic or foreign corporation or eligible entity in which the parent entity owns at least ninety percent of the voting power of each class and series of the outstanding shares or eligible interests which have voting power.
b. Merge itself, if it is a domestic or foreign corporation or eligible entity, into such subsidiary, in either case without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation otherwise provide.
c. Section 490.1104, subsection 9, applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary.
2. A parent entity shall, within ten days after the effective date of a merger approved under subsection 1, notify each of the subsidiary’s shareholders that the merger has become effective.
3. Except as provided in subsections 1 and 2, a merger between a parent entity and a domestic subsidiary corporation shall be governed by the provisions of this subchapter applicable to mergers generally.
89 Acts, ch 288, §125; 2002 Acts, ch 1154, §69, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §152, 230
Referred to in §490.1104, 490.1106, 490.1110, 490.1301, 490.1302, 490.1320, 490.1322, 524.1408
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1108 - Abandonment of a merger or share exchange.

490.1108 Abandonment of a merger or share exchange.
1. After a plan of merger or share exchange has been adopted and approved as required by this subchapter, and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.
2. If a merger or share exchange is abandoned under subsection 1 after articles of merger or share exchange have been delivered to the secretary of state for filing but before the merger or share exchange has become effective, a statement of abandonment signed by all the parties that signed the articles of merger or share exchange shall be delivered to the secretary of state for filing before the articles of merger or share exchange become effective. The statement shall take effect on filing and the merger or share exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain all of the following:
a. The name of each party to the merger or the names of the acquiring and acquired entities in a share exchange.
b. The date on which the articles of merger or share exchange were filed by the secretary of state.
c. A statement that the merger or share exchange has been abandoned in accordance with this section.
89 Acts, ch 288, §128; 2002 Acts, ch 1154, §72, 125; 2013 Acts, ch 31, §48, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §155, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1108A - Consideration of acquisition proposals — community interests.

490.1108A Consideration of acquisition proposals — community interests.
1. A director, in determining what is in the best interest of the corporation when considering a tender offer or proposal of acquisition, merger, consolidation, or similar proposal, may consider any or all of the following community interest factors, in addition to consideration of the effects of any action on shareholders:
a. The effects of the action on the corporation’s employees, suppliers, creditors, and customers.
b. The effects of the action on the communities in which the corporation operates.
c. The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.
2. If on the basis of the community interest factors described in subsection 1, the board of directors determines that a proposal or offer to acquire or merge the corporation is not in the best interests of the corporation, it may reject the proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the proposal or offer. Consideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the shareholders, or a group of shareholders, even if the director reasonably determines that a community interest factor or factors outweigh the financial or other benefits to the corporation or a shareholder or group of shareholders.
2002 Acts, ch 1154, §73, 125
Referred to in §508B.13
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1201 - Disposition of assets not requiring shareholder approval.

490.1201 Disposition of assets not requiring shareholder approval.
No approval of the shareholders is required to do any of the following, unless the articles of incorporation otherwise provide:
1. Sell, lease, exchange, or otherwise dispose of any of the corporation’s assets in the usual and regular course of business.
2. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, regardless of whether in the usual and regular course of business.
3. Transfer any or all of the corporation’s assets to one or more domestic or foreign corporations or other entities, all of the shares or interests of which are owned by the corporation.
4. Distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares.
89 Acts, ch 288, §129; 2002 Acts, ch 1154, §76, 125; 2021 Acts, ch 165, §156, 230
Referred to in §490.1202
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1303 - Assertion of rights by nominees and beneficial shareholders.

490.1303 Assertion of rights by nominees and beneficial shareholders.
1. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.
2. A beneficial shareholder and a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder does all of the following:
a. Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in section 490.1322, subsection 2, paragraph “b”, subparagraph (2).
b. Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.
89 Acts, ch 288, §133; 2002 Acts, ch 1154, §80, 125; 2002 Acts, ch 1175, §91; 2021 Acts, ch 165, §160, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1321 - Notice of intent to demand payment and consequences of voting or consenting.

490.1321 Notice of intent to demand payment and consequences of voting or consenting.
1. If a corporate action specified in section 490.1302, subsection 1, is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do all of the following:
a. Deliver to the corporation, before the vote is taken, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated.
b. Not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
2. If a corporate action specified in section 490.1302, subsection 1, is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.
3. If a corporate action specified in section 490.1302, subsection 1, does not require shareholder approval pursuant to section 490.1104, subsection 10, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do all of the following:
a. Deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effected.
b. Not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.
4. A shareholder who fails to satisfy the requirements of subsection 1, 2, or 3 is not entitled to payment under this subchapter.
89 Acts, ch 288, §135; 2002 Acts, ch 1154, §82, 125; 2013 Acts, ch 31, §57, 82; 2021 Acts, ch 165, §162, 230
Referred to in §490.1322
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1322 - Appraisal notice and form.

490.1322 Appraisal notice and form.
1. If a corporate action requiring appraisal rights under section 490.1302, subsection 1, becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection 2, to all shareholders who satisfy the requirements of section 490.1321, subsection 1, 2, or 3. In the case of a merger under section 490.1105, the parent shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
2. The appraisal notice shall be delivered no earlier than the date the corporate action specified in section 490.1302, subsection 1, became effective, and no later than ten days after such date, and must do all of the following:
a. Supply a form that does all of the following:
(1) Specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action.
(2) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date.
(3) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought.
b. State all of the following:
(1) Where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates must be deposited, which date shall not be earlier than the date by which the corporation must receive the required form under subparagraph (2).
(2) A date by which the corporation shall receive the form, which date shall not be fewer than forty nor more than sixty days after the date the appraisal notice is sent under subsection 1, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.
(3) The corporation’s estimate of the fair value of the shares.
(4) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (2) the number of shareholders who return the forms by the specified date and the total number of shares owned by them.
(5) The date by which the notice to withdraw under section 490.1323 shall be received, which date shall be within twenty days after the date specified in subparagraph (2).
c. Be accompanied by a copy of this subchapter.
89 Acts, ch 288, §136; 91 Acts, ch 211, §8; 2002 Acts, ch 1154, §83, 125; 2013 Acts, ch 31, §58 – 61, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §163, 230
Referred to in §490.1301, 490.1303, 490.1320, 490.1323, 490.1324, 490.1325, 490.1331
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1323 - Perfection of rights — right to withdraw.

490.1323 Perfection of rights — right to withdraw.
1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (2). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 490.1322, subsection 2, paragraph “a”, subparagraph (1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under section 490.1325. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2.
2. A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (5). A shareholder who fails to so withdraw from the appraisal process shall not thereafter withdraw without the corporation’s written consent.
3. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in section 490.1322, subsection 2, shall not be entitled to payment under this subchapter.
89 Acts, ch 288, §137; 2002 Acts, ch 1154, §84, 125; 2003 Acts, ch 44, §86; 2013 Acts, ch 31, §62, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §164, 230
Referred to in §490.1301, 490.1322, 490.1324
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1324 - Payment.

490.1324 Payment.
1. Except as provided in section 490.1325, within thirty days after the form required by section 490.1322, subsection 2, paragraph “b”, subparagraph (2), is due, the corporation shall pay in cash to those shareholders who complied with section 490.1323, subsection 1, the amount the corporation estimates to be the fair value of their shares, plus interest.
2. The payment to each shareholder pursuant to subsection 1 must be accompanied by all of the following:
a. (1) Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, and a cash flow statement for that year; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information.
(2) The latest interim financial statements of such corporation, if any.
b. A statement of the corporation’s estimate of the fair value of the shares, which estimate shall equal or exceed the corporation’s estimate given pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (3).
c. A statement that shareholders described in subsection 1 have the right to demand further payment under section 490.1326 and that if any such shareholder does not do so within the time period specified in section 490.1326, subsection 2, such shareholder shall be deemed to have accepted the payment under subsection 1 in full satisfaction of the corporation’s obligations under this subchapter.
89 Acts, ch 288, §138; 2002 Acts, ch 1154, §85, 125; 2003 Acts, ch 44, §87; 2013 Acts, ch 31, §63, 82; 2021 Acts, ch 165, §165, 230
Referred to in §490.1301, 490.1325, 490.1326, 490.1331
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1325 - After-acquired shares.

490.1325 After-acquired shares.
1. A corporation may elect to withhold payment required by section 490.1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 490.1322, subsection 2, paragraph “a”.
2. If the corporation elected to withhold payment under subsection 1, within thirty days after the form required by section 490.1322, subsection 2, paragraph “b”, subparagraph (2), is due, the corporation shall notify all shareholders who are described in subsection 1 regarding all of the following:
a. Of the information required by section 490.1324, subsection 2, paragraph “a”.
b. Of the corporation’s estimate of fair value pursuant to section 490.1324, subsection 2, paragraph “b”.
c. That they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 490.1326.
d. That those shareholders who wish to accept such offer shall so notify the corporation of their acceptance of the corporation’s offer within thirty days after receiving the offer.
e. That those shareholders who do not satisfy the requirements for demanding appraisal under section 490.1326 shall be deemed to have accepted the corporation’s offer.
3. Within ten days after receiving the shareholder’s acceptance pursuant to subsection 2, paragraph “d”, the corporation shall pay in cash the amount it offered under subsection 2, paragraph “b”, plus interest to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.
4. Within forty days after delivering the notice described in subsection 2, the corporation shall pay in cash the amount it offered to pay under subsection 2, paragraph “b”, plus interest to each shareholder described in subsection 2, paragraph “e”.
89 Acts, ch 288, §139; 91 Acts, ch 211, §9; 2002 Acts, ch 1154, §86, 125; 2013 Acts, ch 31, §64, 82; 2021 Acts, ch 165, §166, 230
Referred to in §490.1301, 490.1323, 490.1324, 490.1326, 490.1330, 490.1331
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1326 - Procedure if shareholder dissatisfied with payment or offer.

490.1326 Procedure if shareholder dissatisfied with payment or offer.
1. A shareholder paid pursuant to section 490.1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate, less any payment under section 490.1324 plus interest. A shareholder offered payment under section 490.1325 who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder’s stated estimate of the fair value of the shares plus interest.
2. A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection 1 within thirty days after receiving the corporation’s payment or offer of payment under section 490.1324 or 490.1325, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
89 Acts, ch 288, §140; 91 Acts, ch 211, §10; 97 Acts, ch 171, §13; 2002 Acts, ch 1154, §87, 125; 2021 Acts, ch 165, §167, 230
Referred to in §490.1301, 490.1324, 490.1325, 490.1330, 490.1331