reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.25 - Renewal — conditions.

491.25 Renewal — conditions.
1. Corporations existing for a period of years may be renewed from time to time for the same or shorter periods, or may be renewed to exist perpetually, upon compliance with the provisions of this section and other applicable statutes.
2. The right of renewal is vested in the stockholders and shall be exercised by a resolution thereof adopted at any regular meeting or at any special meeting called for that purpose. Such resolution must be adopted by a majority of all the votes cast at such meeting, or by such other vote as is authorized or required in the company’s existing articles of incorporation.
3. If the renewal instrument in proper form and the necessary fees are tendered to the secretary of state for filing three months or less either prior or subsequent to the corporation’s expiration date, the renewal shall take effect immediately upon the expiration of the corporation’s previous period of existence, and in such case, the corporate existence shall be considered as having been extended without interruption. If the renewal is filed more than three months before or after the expiration date, the renewal shall take effect upon the date such renewal with necessary fees is accepted and filed by the secretary of state; and in cases where filed more than three months after the expiration date, shall not be in legal effect a renewal unless the procedure provided for and the additional fees provided for in section 491.28 are fully complied with and paid.
4. In all cases of renewal, those stockholders voting for such renewal must purchase at its real value the stock voted against the renewal, and shall have three years from the date such action for renewal was taken in which to purchase and pay for the stock voting against the renewal, which purchase price shall bear interest at the rate of five percent per annum from the date of the renewal action until paid.
[C51, §681; R60, §1158; C73, §1069; C97, §1618; S13, §1618; C24, 27, 31, 35, 39, §8365, 8366; C46, 50, §491.25, 491.26; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.25]
2015 Acts, ch 29, §65
Referred to in §9.11, 491.20, 491.26
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.26 - Stock of dissenting holders.

491.26 Stock of dissenting holders.
The provisions of section 491.25 shall not apply to any renewal voted before July 4, 1951, but all rights of any corporation described or referred to in the last two paragraphs of section 491.20 to purchase stock of dissenting stockholders or any portion thereof are preserved to said corporation both before and after this section becomes operative.
[S13, §1618; C24, 27, 31, 35, 39, §8366; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.26]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.27 - Execution of renewal — record required.

491.27 Execution of renewal — record required.
After the action of the stockholders for the renewal of any corporation, a certificate, showing the proceedings resulting in the renewal, sworn to by the president and secretary of the corporation, or by other officers as may be designated by the stockholders, together with the articles of incorporation, which may be the original articles of incorporation or amended and substituted articles, shall be filed with the secretary of state and be recorded by the secretary in a book kept for that purpose.
[S13, §1618; C24, 27, 31, 35, 39, §8367; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.27]
94 Acts, ch 1055, §6
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.28 - Filing with secretary of state — fees — certificate of renewal.

491.28 Filing with secretary of state — fees — certificate of renewal.
1. Upon filing with the secretary of state the said certificate and articles of incorporation, and upon the payment to the secretary of state of the fees prescribed by section 491.11 for newly organized corporations, the secretary of state shall issue a proper certificate for the renewal of the corporation.
2. Whenever, after timely notice has been received that its articles of incorporation will expire and the corporate existence of any corporation has expired and not been renewed within the period prescribed by statute, said corporation thereafter files with the secretary of state amended and substituted articles of incorporation for the purpose of renewing and extending its corporate existence, the secretary of state shall cause said corporation to file satisfactory proof that no judgments against said corporation or the stockholders thereof are outstanding which may be liens against said corporation and that there is no pending litigation involving said corporation or the corporate existence of said corporation. Upon the filing of said proof the secretary of state may acknowledge and file for record the amended and substituted articles of said corporation and issue a certificate of renewal upon the payment of the renewal fees required by statute, however, the secretary of state shall charge and collect an additional ten percent of said renewal fees for each month or major fraction thereof said corporation was delinquent in renewal of its corporate existence as a penalty, but in no instance shall such additional delinquency fee be less than one hundred dollars and not more than one thousand dollars. Said certificate of renewal when issued shall have the same force and effect as though issued upon proper and timely application by said corporation and it shall date from the expiration of the corporate period which it succeeds.
[S13, §1618; C24, 27, 31, 35, 39, §8368; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.28]
2018 Acts, ch 1041, §127
Referred to in §9.11, 491.25
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.29 - Erroneous certificate — correction.

491.29 Erroneous certificate — correction.
In all cases wherein the secretary of state has prior to April 10, 1931 issued to a corporation organized or purporting to have been organized under the laws of this state a certificate renewing and extending its corporate existence from an erroneous date or for a period of time in excess of that provided by law, the secretary of state shall, upon the surrender of such certificate, issue to such corporation a new certificate, extending and renewing the corporate existence thereof from the correct date or for the period of time provided by law.
[C31, 35, §8368-d1; C39, §8368.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.29]
Referred to in §9.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.33 - Foreign insurance companies becoming domestic.

491.33 Foreign insurance companies becoming domestic.
The secretary of state upon a corporation complying with the provisions of this section and upon the filing of articles of incorporation and upon receipt of the fees as provided in this chapter shall issue a certificate of incorporation as of the date of the corporation’s original incorporation in its state of original incorporation. The certificate of incorporation shall state on its face that it is issued in accordance with the provisions of this section. The secretary of state shall then notify the appropriate officer of the state or country of the corporation’s last domicile that the corporation is now a domestic corporation domiciled in this state. This section applies to life insurance companies, and to insurance companies doing business under chapter 515.
[C75, 77, 79, 81, §491.33; 81 Acts, ch 161, §1]
94 Acts, ch 1055, §7
Referred to in §508.12, 515.78
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.36 - Foreign-trade zone corporation.

491.36 Foreign-trade zone corporation.
A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be authorized or registered to transact business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81a. 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 the provisions of 19 U.S.C. §81a, et seq., and rules promulgated under that law, and for establishing, operating, and maintaining a foreign-trade zone pursuant to that grant of authority.
[C81, §491.36]
2010 Acts, ch 1061, §66; 2021 Acts, ch 165, §264, 266
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.38 - Consolidation of interstate bridge companies.

491.38 Consolidation of interstate bridge companies.
Any corporation heretofore or hereafter organized under the laws of this state for the purpose of constructing or operating, or constructing and operating, a bridge, one extremity of which shall rest in an adjacent state, may merge or consolidate the stock, property, rights, franchises, privileges, assets and liabilities of such corporation with the stock, property, rights, franchises, privileges, assets and liabilities of a corporation organized for a similar purpose under the laws of such adjacent state, upon such terms not in conflict with law as may be mutually agreed upon, and thereafter such merged or consolidated corporations shall be one corporation with such name as may be agreed upon, and shall have all of the property, rights, privileges, assets and franchises, and be subject to all of the liabilities, of the merging or consolidating corporations.
[C31, 35, §8375-d1; C39, §8375.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.38]
2013 Acts, ch 90, §147
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.39 - Legislative control.

491.39 Legislative control.
The articles of incorporation, bylaws, rules and regulations of corporations hereafter organized under the provisions of either Title XII, subtitles 2 through 5, or Title XIII, subtitle 1 or 2, or whose organization may be adopted or amended thereunder, shall at all times be subject to legislative control, and may be at any time altered, abridged or set aside by law, and every franchise obtained, used, or enjoyed by such corporation may be regulated, withheld, or be subject to conditions imposed upon the enjoyment thereof, whenever the general assembly shall deem necessary for the public good.
[C73, §1090; C97, §1619; C24, 27, 31, 35, 39, §8376; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.39]
Iowa Constitution, Art. I, §21; Art. VIII, §12
United States Constitution, Article I, §10
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.40 - Fraud — penalty for.

491.40 Fraud — penalty for.
Intentional fraud in failing to comply substantially with the articles of incorporation, or in deceiving the public or individuals in relation to their means or their liabilities, shall be a fraudulent practice. Any person who has sustained injury from such fraud may also recover damages therefor against those guilty of participating in such fraud.
[C51, §686; R60, §1163; C73, §1071; C97, §1620; C24, 27, 31, 35, 39, §8377; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.40]
Referred to in §491.41, 491.42
Fraudulent practices, see §714.8 – 714.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.41 - Diversion of funds — unlawful dividends.

491.41 Diversion of funds — unlawful dividends.
The diversion of the funds of the corporation to other objects than those mentioned in its articles and in the notice published, if any person be injured thereby, and the payment of dividends which leaves insufficient funds to meet the liabilities thereof, shall be such fraud as will subject those guilty thereof to the penalties of section 491.40; and such dividends, or their equivalent, in the hands of stockholders, shall be subject to such liabilities. If the directors or other officers or agents of any corporation shall declare and pay any dividend when such corporation is known by them to be insolvent, or any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, all directors, officers, or agents knowingly consenting thereto shall be jointly and severally liable for all the debts of such corporation then existing, but dividends made in good faith before knowledge of the occurring of losses shall not come within the provisions of this section.
[C51, §687, 688; R60, §1164, 1165; C73, §1072, 1073; C97, §1621; C24, 27, 31, 35, 39, §8378; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.41]
Referred to in §491.42
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.42 - Forfeiture.

491.42 Forfeiture.
Any intentional violation by the board of directors or the managing officers of the corporation of the provisions of sections 491.40 and 491.41 shall work a forfeiture of the corporate privileges, to be enforced as provided by law.
[C51, §690; R60, §1167; C73, §1074; C97, §1622; C24, 27, 31, 35, 39, §8379; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.42]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.43 - Keeping false accounts.

491.43 Keeping false accounts.
The intentional keeping of false books or accounts shall be a fraudulent practice on the part of any officer, agent, or employee of the corporation guilty thereof, or of anyone whose duty it is to see that such books or accounts are correctly kept.
[C51, §691; R60, §1168; C73, §1075; C97, §1623; C24, 27, 31, 35, 39, §8381; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.43]
Fraudulent practices, see §714.8 – 714.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.46 - Books to show names of stockholders.

491.46 Books to show names of stockholders.
The books of the corporation shall be kept to show the amount of capital stock actually paid in, the number of shares of stock issued, the original stockholders, and all transfers of shares of stock, and there shall be entered upon the books of the corporation the name of the person by and to whom stock is transferred, the numbers or other designations of the shares of stock and the date of transfer. This section does not create any rights or impose any duties inconsistent with the provisions of chapter 554.
[C51, §692; R60, §1169; C73, §1078; C97, §1626; C24, 27, 31, 35, 39, §8385; C46, 50, §491.47; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.46]
Referred to in §491.50
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.47 - Names exhibited at meetings.

491.47 Names exhibited at meetings.
It shall be the duty of the officer or agent of any corporation organized under the laws of the state of Iowa, or any foreign corporation qualified to do business in the state of Iowa and holding a meeting of its stockholders in the state of Iowa, who has charge of the stock records of such corporation to prepare and make, at least ten days before the holding of such meeting, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order. Such list shall be open and available at the place where said meeting is to be held for said ten days to the examination of any stockholder, and shall be kept at the time and place of meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present at said meeting. The original or duplicate stock ledger of the corporation shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the corporation or to vote in person or by proxy at such meeting. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. An officer or agent having charge of the transfer books who shall fail to prepare the list of stockholders, or keep the same on file for a period of ten days, or produce and keep the same open for inspection at the meeting, as provided in this section, shall be liable to any stockholder suffering damage on account of such failure, to the extent of such damage.
[C24, 27, 31, 35, 39, §8384; C46, 50, §491.46; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.47]
Referred to in §491.50
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.48 - Stock certificates — signing.

491.48 Stock certificates — signing.
A corporation organized and existing under the laws, either general or special, of this state, may designate in its articles or bylaws the officer or officers who shall be empowered to sign stock certificates issued by the corporation. If the articles or bylaws provide for the signature of a registrar or the signature or countersignature of a transfer agent on stock certificates issued by it, the corporation may likewise provide in the articles or bylaws that in lieu of the actual signature of the officer or officers authorized to sign stock certificates, the facsimile thereof may be either engraved or printed thereon.
[C31, 35, §8385-d1; C39, §8385.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.48]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.50 - Examination by stockholder.

491.50 Examination by stockholder.
1. Any person who shall be a stockholder of record of any corporation organized under the laws of the state of Iowa or any foreign corporation authorized to transact business in the state of Iowa and maintaining its books and records in the state of Iowa shall have the right to examine in person or by duly authorized agent or attorney at any reasonable time or times and for any proper purpose the stock records, minutes and records of stockholders’ meetings, and the books and records of account and to make extracts therefrom.
2. The provisions of sections 491.46 and 491.47 and this section shall not apply to savings associations, deposit, loan, and investment records of banks, trust companies, or insurance companies organized under the laws of the state of Iowa, and to whom the provisions of this chapter would otherwise be applicable.
[C51, §692; R60, §1169; C73, §1078; C97, §1626; C24, 27, 31, 35, 39, §8385, 8386; C46, 50, §491.47, 491.50; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.50]
2012 Acts, ch 1017, §91
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.54 - Liability of collateral holder.

491.54 Liability of collateral holder.
No holder of stock as collateral security shall be liable for assessments on the same.
[C97, §1626; C24, 27, 31, 35, 39, §8390; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.54]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.55 - Right to vote stock — attachment.

491.55 Right to vote stock — attachment.
1. Every executor, administrator, guardian, or trustee shall represent the stock in the person’s hands at all corporate meetings, and may vote the same as a stockholder.
2. Every person who shall pledge the person’s stock, in the absence of a written agreement to the contrary, may represent the same at all such meetings and vote accordingly.
3. The owner of corporate stock levied upon by attachment or other proceeding shall have the right to vote the same at all corporate meetings, until such time as the owner shall have been divested of title thereto by execution sale.
4. Nothing contained in this section shall in any manner conflict with any provision in the articles of incorporation, or the bylaws of the corporation issuing the stock.
[S13, §1641-a; C24, 27, 31, 35, 39, §8391; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.55]
2018 Acts, ch 1041, §127
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.56 - Expiration and closing of business.

491.56 Expiration and closing of business.
Corporations whose charters expire by limitation or the voluntary act of the stockholders may nevertheless continue to act for the purpose of winding up their affairs.
[C51, §694; R60, §1171; C73, §1080; C97, §1629; C24, 27, 31, 35, 39, §8392; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.56]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.57 - Sinking fund and loaning thereof.

491.57 Sinking fund and loaning thereof.
For the purpose of repairs, rebuilding, enlarging, or to meet contingencies, or for the purpose of creating a sinking fund, the corporation may set apart a sum which it may loan, and take proper securities therefor.
[C51, §699; R60, §1176; C73, §1081; C97, §1630; C24, 27, 31, 35, 39, §8393; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.57]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.58 - Liability of stockholders.

491.58 Liability of stockholders.
Neither anything in this chapter contained, nor any provisions in the articles of corporation, shall exempt the stockholders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors; and execution against the company may, to that extent, be levied upon the private property of any such individual.
[C51, §695; R60, §1172; C73, §1082; C97, §1631; C24, 27, 31, 35, 39, §8394; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.58]
2012 Acts, ch 1017, §92
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.59 - Levy on private property.

491.59 Levy on private property.
In none of the cases contemplated in this chapter can the private property of the stockholders be levied upon for the payment of corporate debts while corporate property can be found with which to satisfy the same; but it will be sufficient proof that no property can be found, if an execution has issued on a judgment against the corporation, and a demand has been thereon made of some one of the last acting officers of the body for property on which to levy, and the officer neglects to point out any such property.
[C97, §1631; C24, 27, 31, 35, 39, §8395; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.59]
Referred to in §491.61
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.60 - Suit by creditor — measure of recovery.

491.60 Suit by creditor — measure of recovery.
In suits by creditors to recover unpaid installments upon shares of stock against any person who has in any manner obtained such stock of the corporation, the stockholder shall be liable for the difference between the amount paid by the stockholder to the corporation for said stock and the face value thereof.
[C97, §1631; C24, 27, 31, 35, 39, §8396; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.60]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.61 - Corporate property exhausted.

491.61 Corporate property exhausted.
Before any stockholder can be charged with the payment of a judgment rendered for a corporate debt, an action shall be brought against the stockholder, in any stage of which the stockholder may point out corporate property subject to levy; and, upon the stockholder’s satisfying the court of the existence of such property, by affidavit or otherwise, the cause may be continued, or execution against the stockholder stayed, until the property can be levied upon and sold, and the court may subsequently render judgment for any balance which there may be after disposing of the corporate property; but if a demand of property has been made as contemplated in section 491.59, the costs of said action shall, in any event, be paid by the company or the defendant therein, but the stockholder shall not be permitted to controvert the validity of the judgment rendered against the corporation, unless it was rendered through fraud and collusion.
[C51, §696, 697; R60, §1173, 1174; C73, §1083, 1084; C97, §1632; C24, 27, 31, 35, 39, §8397; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.61]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.62 - Indemnity — contribution.

491.62 Indemnity — contribution.
When the property of a stockholder is taken for a corporate debt, the stockholder may maintain an action against the corporation for indemnity, and against any of the other stockholders for contribution.
[C51, §698; R60, §1175; C73, §1085; C97, §1633; C24, 27, 31, 35, 39, §8398; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.62]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.63 - Franchise sold on execution.

491.63 Franchise sold on execution.
The franchise of a corporation may be levied upon under execution and sold, but the corporation shall not become thereby dissolved, and no dissolution of the original corporation shall affect the franchise, and the purchaser becomes vested with all the powers of the corporation therefor. Such franchise shall be sold without appraisement.
[C51, §700; R60, §1177; C73, §1086; C97, §1634; C24, 27, 31, 35, 39, §8399; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.63]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.64 - Production of books.

491.64 Production of books.
In proceedings by or against a corporation or a stockholder to charge the stockholder’s private property, or the dividends received by the stockholder, the court may, upon motion of either party, upon cause shown for that purpose, compel the officers or agents of the corporation to produce the books and records of the corporation.
[C51, §701; R60, §1178; C73, §1087; C97, §1635; C24, 27, 31, 35, 39, §8400; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.64]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.65 - Estoppel.

491.65 Estoppel.
No person or persons acting as a corporation shall be permitted to set up the want of a legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with such an acting corporation, or sued for an injury to its property, or a wrong done to its interests, be permitted to set up a want of such legal organization in the person’s defense.
[C51, §704; R60, §1181; C73, §1089; C97, §1636; C24, 27, 31, 35, 39, §8401; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.65]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.66 - Dissolution — receivership.

491.66 Dissolution — receivership.
Courts of equity shall have full power, on good cause shown, to dissolve or close up the business of any corporation, and to appoint a receiver therefor, who shall be a resident of the state of Iowa. An action therefor may be instituted by the attorney general in the name of the state, reserving, however, to the stockholders and creditors all rights now possessed by them.
[C97, §1640; C24, 27, 31, 35, 39, §8402; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.66]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.68 - False statements or pretenses.

491.68 False statements or pretenses.
Every director, officer, or agent of any corporation or joint-stock association, who knowingly concurs in making, publishing, or posting, either generally or privately to the stockholders or other persons, any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really possess, is guilty of a fraudulent practice.
[S13, §1641-g; C24, 27, 31, 35, 39, §8404; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.68]
Fraudulent practices, see §714.8 – 714.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.101 - Definitions.

491.101 Definitions.
1. “Merger” means the uniting of two or more corporations into one corporation in such manner that the corporation resulting from the merger retains its corporate existence and absorbs the other constituent corporation or corporations which thereby lose their or its corporate existence.
2. “Consolidation” means the uniting of two or more corporations into a single new corporation, all of the constituent corporations thereby ceasing to exist as separate entities.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.101]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.101A - Poison pill defense authorized.

491.101A Poison pill defense authorized.
The terms and conditions of stock rights or options issued by the corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of such rights or options by a person, or group of persons, owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or a transferee of the offeror, or that invalidate or void such stock rights or options held by an offeror or a transferee of the offeror.
89 Acts, ch 288, §187
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.101B - Consideration of community interests in consideration of acquisition proposals.

491.101B Consideration of community interests in consideration of acquisition proposals.
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.
89 Acts, ch 288, §188
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.102 - Procedure for merger.

491.102 Procedure for merger.
1. Any two or more corporations whether heretofore or hereafter organized may merge into one of such corporations in the manner provided in this section.
2. The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of mergers setting forth:
a. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.
b. The terms and conditions of the proposed merger.
c. The manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation.
d. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.
e. Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.102]
2012 Acts, ch 1023, §90
Referred to in §508B.2, 515G.2, 521.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.103 - Procedure for consolidation.

491.103 Procedure for consolidation.
1. Any two or more corporations whether heretofore or hereafter organized may consolidate into a new corporation in the manner provided in this section.
2. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of each such board, approve a plan of consolidation setting forth:
a. The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.
b. The terms and conditions of the proposed consolidation.
c. The manner and basis of converting the shares of each corporation into shares, or other securities, or obligations of the new corporation.
d. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.
e. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.103]
2012 Acts, ch 1023, §91
Referred to in §508B.2, 515G.2, 521.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.104 - Meetings of shareholders.

491.104 Meetings of shareholders.
1. The board of directors of each corporation, upon approving such plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice shall be delivered not less than twenty days before such meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. Such notice shall state the place, day, hour and purpose of the meeting, and a copy or a summary of the plan of merger or plan of consolidation, as the case may be, shall be included in or enclosed with such notice.
2. The board of directors may hold the meeting solely by means of remote communication in accordance with section 491.17 and in that case the notice shall describe how shareholders may participate in the meeting.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.104]
2021 Acts, ch 165, §232, 248
Referred to in §508B.2, 515G.2, 521.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.105 - Approval by shareholders.

491.105 Approval by shareholders.
At each such meeting, a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations, unless any class of shares of any such corporations is entitled to vote as a class in respect thereof in which event, as to such corporation, the plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares of each such class of shares entitled to vote as a class in respect thereof and two-thirds of the total outstanding shares entitled to vote at such meeting. Any class of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle such class of shares to vote as a class.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.105]
Referred to in §508B.2, 515G.2, 521.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.106 - Articles of merger or consolidation.

491.106 Articles of merger or consolidation.
Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and verified by that person, attested by its secretary or an assistant secretary, and shall be acknowledged and shall set forth:
1. The plan of merger or the plan of consolidation.
2. As to each corporation, the number of shares outstanding, and the number of shares entitled to vote, and, if the shares of any class are entitled to vote as a class, the designation of each such class and the number of outstanding shares thereof entitled to vote.
3. As to each corporation, the number of shares voted for and against such plan respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against such plan, respectively.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.106]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.107 - Filing articles of merger or consolidation.

491.107 Filing articles of merger or consolidation.
1. A duly executed and acknowledged copy of the articles of merger or consolidation shall be forwarded to the secretary of state for filing and recording as provided in section 491.5.
2. The procedure set forth in sections 491.6 through 491.9 shall be applicable to the filing of articles of consolidation or merger.
3. If as the result of a consolidation a new Iowa corporation is formed then the fees provided for in section 491.11 shall be applicable. If as the result of a merger an existing Iowa corporation becomes the survivor the articles of merger shall be deemed an amendment to its articles of incorporation and section 491.20 shall be applicable.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.107]
94 Acts, ch 1055, §8; 2018 Acts, ch 1041, §127; 2021 Acts, ch 80, §314
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.108 - Effective date of merger or consolidation.

491.108 Effective date of merger or consolidation.
Upon the payment of all fees and charges and upon the filing of the articles of consolidation or merger with the secretary of state the secretary of state shall issue to the corporation or its representative a certificate of consolidation or a certificate of merger and upon the issuance of said certificate the merger or consolidation shall be effected.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.108]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.111 - Merger or consolidation of domestic and foreign corporations.

491.111 Merger or consolidation of domestic and foreign corporations.
1. One or more foreign corporations and one or more domestic corporations whether heretofore or hereafter organized may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:
a. Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
b. If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of the statutes of the state of Iowa with respect to foreign corporations if it is to do business in this state, and in every case it shall file with the secretary of state of this state:
(1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation.
(2) The appointment of a resident agent as provided for in section 490.501.
(3) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this subchapter with respect to the rights of dissenting shareholders.
2. Insofar as the state of Iowa is concerned, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.111]
93 Acts, ch 126, §11; 2012 Acts, ch 1023, §157; 2017 Acts, ch 54, §76
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.113 - Issuance of stock.

491.113 Issuance of stock.
All stock issued in connection with such merger or consolidation shall be issued pursuant to the provisions of chapter 492 and nothing in this amendment shall be construed as eliminating the requirements of said chapter.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.113]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.114 - Amana stock.

491.114 Amana stock.
Notwithstanding anything contained in this chapter and chapters 492 and 502, a corporation organized under the laws of the state of Iowa having assets of the value of one million dollars or more, the articles of which provide that an individual may not vote more than one share of the common voting shares of stock of the corporation, and which give to children of the owners of shares of the common voting stock the right to purchase one common voting share of stock in the corporation upon attaining majority or within a fixed period thereafter, and which authorize the issuance, sale and delivery of not to exceed one share of the common voting stock to any one individual, may issue, sell and deliver its shares of common voting stock, whether held by it as treasury stock or whether issued as an original issue, for the following considerations and upon the following terms and conditions, and with the following limitations:
1. Such common voting stock may be issued, sold and delivered by the corporation either for cash or upon credit or time payments or installment payments or for a consideration evidenced in part or in whole by the written agreement of the purchaser thereof to pay for the same, payment of said purchase price to be secured by a lien on said stock.
2. No such stock shall be issued, sold and delivered for a price less than the par value thereof at the time of such issuance, sale and delivery.
3. Not more than one share of said stock shall be so issued, sold and delivered to any one individual, but when issued, sold and delivered, said stock may be voted by the owner thereof, if the articles of incorporation or bylaws of such corporation, whether now in effect or hereafter adopted or amended, so provide, although a part or all of the price to be paid therefor may be owing to the corporation under said written agreement of the purchaser to pay for the same.
[C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.114]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.1 - Endorsement of amount paid.

492.1 Endorsement of amount paid.
No certificate or shares of stock shall be issued, delivered, or transferred by any corporation, officer or agent thereof, or by the owner of such certificate or shares without having endorsed on the face thereof what amount or portion of the par value has been paid to the corporation issuing the same, and whether such payment has been in money or property.
[C97, §1627; S13, §1627; C24, 27, 31, 35, 39, §8408; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.1]
Referred to in §492.2, 492.3, 492.4
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.2 - Effect of violation.

492.2 Effect of violation.
Any certificate of stock issued, delivered, or transferred in violation of section 492.1 when the corporation has not received payment therefor at par in money or property at a valuation approved by the executive council, shall be void, and the issuance, delivery, or transfer of each certificate shall be considered a separate transaction.
[C24, 27, 31, 35, 39, §8409; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.2]
Referred to in §492.3, 492.4
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.3 - Penalties.

492.3 Penalties.
Any person violating the provisions of sections 492.1 and 492.2, or knowingly making a false statement on such certificate, shall be guilty of a fraudulent practice.
[C97, §1627; S13, §1627; C24, 27, 31, 35, 39, §8410; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.3]
Referred to in §492.4
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.4 - Certain corporations excepted.

492.4 Certain corporations excepted.
Sections 492.1 through 492.3 shall not apply to railway or quasi-public corporations organized before October 1, 1897.
[S13, §1627; C24, 27, 31, 35, 39, §8411; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.4]
2021 Acts, ch 80, §315
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.5 - Par value required.

492.5 Par value required.
No corporation organized under the laws of this state shall issue any certificate of a share of capital stock, or any substitute therefor, until the corporation has received the par value thereof.
[S13, §1641-b; C24, 27, 31, 35, 39, §8412; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.5]
2012 Acts, ch 1017, §93
Referred to in §492.10, 492.11, 492.12, 495.1