reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1104 - Articles of merger.

504.1104 Articles of merger.
1. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following:
a. The names of the parties to the merger.
b. If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of the merger, the amendments to the articles of incorporation of the survivor or the articles of incorporation of the new corporation.
c. If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws.
d. If the plan of merger did not require approval by the members of the domestic nonprofit corporation that was a party to the merger, a statement to that effect.
e. If approval of the plan by some person or persons other than the members of the board is required pursuant to section 504.1103, subsection 1, paragraph “c”, a statement that the approval was obtained.
f. As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
2. Terms of the articles of merger may be dependent on facts objectively ascertainable outside the articles in accordance with section 504.111, subsection 12.
3. Articles of merger must be delivered to the secretary of state for filing by the survivor of the merger and shall take effect at the effective time provided in section 504.114. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
2004 Acts, ch 1049, §128, 192; 2015 Acts, ch 45, §12
Referred to in §504.705, 504.859, 504.1106
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1105 - Effect of merger.

504.1105 Effect of merger.
When a merger takes effect, all of the following occur:
1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.
2. The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger.
3. The surviving corporation has all the liabilities and obligations of each corporation party to the merger.
4. A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
5. The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
2004 Acts, ch 1049, §129, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity.

504.1106 Merger with foreign corporation or foreign unincorporated entity.
1. Except as provided in section 504.1102, one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met:
a. The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated or foreign unincorporated entity is organized and each foreign corporation or foreign unincorporated entity complies with that law in effecting the merger.
b. The foreign corporation or foreign unincorporated entity complies with section 504.1104 if it is the surviving corporation of the merger.
c. Each domestic nonprofit corporation complies with the applicable provisions of sections 504.1101 through 504.1103 and, if it is the surviving corporation of the merger, with section 504.1104.
2. Upon the merger taking effect, the surviving foreign business or nonprofit corporation, or foreign unincorporated entity, is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
2004 Acts, ch 1049, §130, 192; 2012 Acts, ch 1049, §18, 19
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1107 - Bequests, devises, and gifts.

504.1107 Bequests, devises, and gifts.
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
2004 Acts, ch 1049, §131, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1108 - Conversion.

504.1108 Conversion.
A corporation organized under this chapter that is an insurance company may voluntarily elect to be organized as a mutual insurance company under chapter 490 or 491 pursuant to the procedures set forth in section 514.23.
2004 Acts, ch 1049, §132, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1201 - Sale of assets in regular course of activities and mortgage of assets.

504.1201 Sale of assets in regular course of activities and mortgage of assets.
1. A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do either of the following:
a. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.
b. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities.
2. Unless the articles require it, approval of the members or any other persons of a transaction described in subsection 1 is not required.
2004 Acts, ch 1049, §133, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1302 - Authorized distributions.

504.1302 Authorized distributions.
1. A mutual benefit corporation may purchase its memberships if, after the purchase is completed, both of the following apply:
a. The corporation will be able to pay its debts as they become due in the usual course of its activities.
b. The corporation’s total assets will at least equal the sum of its total liabilities.
2. Corporations may make distributions upon dissolution in conformity with subchapter XIV.
2004 Acts, ch 1049, §136, 192
Referred to in §504.1301
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1401 - Dissolution by incorporators or directors and third persons.

504.1401 Dissolution by incorporators or directors and third persons.
1. A majority of the incorporators of a corporation that has no directors and no members or a majority of the directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering articles of dissolution to the secretary of state.
2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice must be in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
2004 Acts, ch 1049, §137, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1402 - Dissolution by directors, members, and third persons.

504.1402 Dissolution by directors, members, and third persons.
1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class or the articles or bylaws impose other requirements, dissolution is authorized if it is approved by all of the following:
a. The board.
b. The members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031 for an amendment to the articles or bylaws.
2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
3. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.
4. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 504.705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
5. If the board seeks to have the dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
6. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
2004 Acts, ch 1049, §138, 192
Referred to in §504.705, 504.1403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1403 - Articles of dissolution.

504.1403 Articles of dissolution.
1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following:
a. The name of the corporation.
b. The date dissolution was authorized.
c. A statement that dissolution was approved by a sufficient vote of the board.
d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.
e. If approval by members was required, both of the following:
(1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.
(2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph “c”, a statement that the approval was obtained.
2. A corporation is dissolved upon the effective date of its articles of dissolution.
2004 Acts, ch 1049, §139, 192
Referred to in §504.1404
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1404 - Revocation of dissolution.

504.1404 Revocation of dissolution.
1. A corporation may revoke its dissolution within one hundred twenty days of its effective date.
2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:
a. The name of the corporation.
b. The effective date of the dissolution that was revoked.
c. The date that the revocation of dissolution was authorized.
d. If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect.
e. If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization.
f. If member or third-person action was required to revoke the dissolution, the information required by section 504.1403, subsection 1, paragraphs “e” and “f”.
4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
2004 Acts, ch 1049, §140, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1405 - Effect of dissolution.

504.1405 Effect of dissolution.
1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following:
a. Preserving and protecting its assets and minimizing its liabilities.
b. Discharging or making provision for discharging its liabilities and obligations.
c. Disposing of its properties that will not be distributed in kind.
d. Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition.
e. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.
f. If the corporation is a public benefit or religious corporation, and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations.
g. If the corporation is a mutual benefit corporation and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefiting or serving.
h. Doing every other act necessary to wind up and liquidate its assets and affairs.
2. Dissolution of a corporation does not do any of the following:
a. Transfer title to the corporation’s property.
b. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.
c. Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
d. Prevent commencement of a proceeding by or against the corporation in its corporate name.
e. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
f. Terminate the authority of the registered agent.
2004 Acts, ch 1049, §141, 192
Referred to in §504.1102, 504.1422, 504.1434
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1406 - Known claims against dissolved corporation.

504.1406 Known claims against dissolved corporation.
1. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do all of the following:
a. Describe information that must be included in a claim.
b. Provide a mailing address where a claim may be sent.
c. State the deadline, which shall not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim.
d. State that the claim will be barred if not received by the deadline.
3. A claim against the dissolved corporation is barred if either of the following occurs:
a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline.
b. A claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
4. For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
2004 Acts, ch 1049, §142, 192
Referred to in §504.1407, 504.1422, 504.1434
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1407 - Unknown claims against dissolved corporation.

504.1407 Unknown claims against dissolved corporation.
1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
2. The notice must do all of the following:
a. Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located.
b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
c. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
3. If the dissolved corporation publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:
a. A claimant who did not receive written notice under section 504.1406.
b. A claimant whose claim was timely sent to the dissolved corporation but not acted on.
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim may be enforced under this section to the following extent, as applicable:
a. Against the dissolved corporation, to the extent of its undistributed assets.
b. If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.
2004 Acts, ch 1049, §143, 192
Referred to in §504.1422, 504.1434
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1421 - Grounds for administrative dissolution.

504.1421 Grounds for administrative dissolution.
The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs:
1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after the report is due.
2. The corporation is without a registered agent or registered office in this state for sixty days or more.
3. The corporation does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
4. The corporation’s period of duration, if any, stated in its articles of incorporation expires.
2004 Acts, ch 1049, §144, 192
Referred to in §504.1422
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1422 - Procedure for and effect of administrative dissolution.

504.1422 Procedure for and effect of administrative dissolution.
1. Upon determining that one or more grounds exist under section 504.1421 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504.
2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty days after service of notice is perfected under section 504.504, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate of dissolution and serve a copy on the corporation under section 504.504.
3. A corporation that is administratively dissolved continues its corporate existence but shall not carry on any activities except those necessary to wind up and liquidate its affairs pursuant to section 504.1405 and notify its claimants pursuant to sections 504.1406 and 504.1407.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
5. The secretary of state’s administrative dissolution of a corporation pursuant to this section appoints the secretary of state as the corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the corporation. Upon receipt of process, the secretary of state shall serve a copy of the process on the corporation as provided in section 504.504. This subsection does not preclude service on the corporation’s registered agent, if any.
2004 Acts, ch 1049, §145, 192; 2004 Acts, ch 1175, §386
Referred to in §504.1421, 504.1423
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1423 - Reinstatement following administrative dissolution.

504.1423 Reinstatement following administrative dissolution.
1. A corporation administratively dissolved under section 504.1422 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must state all of the following:
a. The name of the corporation and the effective date of its administrative dissolution.
b. That the ground or grounds for dissolution either did not exist or have been eliminated.
c. If the application is received more than five years after the effective date of dissolution, state the corporation’s name satisfies the requirements of section 504.401.
d. The federal tax identification number of the corporation.
2. a. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the corporation. If the department reports to the secretary of state that a filing delinquency or liability exists against the corporation, the secretary of state shall not cancel the certificate of dissolution until the filing delinquency or liability is satisfied.
b. (1) If the secretary of state determines that the application contains the information required by subsection 1, that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, and that all of the application information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the document, and deliver a copy to the corporation under section 504.504.
(2) If the corporate name in subsection 1, paragraph “c”, is different from the corporate name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the articles of incorporation insofar as it pertains to the corporate name. A corporation shall not relinquish the right to retain its corporate name if the reinstatement is effective within five years of the effective date of the corporation’s dissolution.
3. When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
2004 Acts, ch 1049, §146, 192; 2006 Acts, ch 1089, §58 – 60; 2010 Acts, ch 1040, §5; 2020 Acts, ch 1118, §27
Referred to in §488.108, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1424 - Appeal from denial of reinstatement.

504.1424 Appeal from denial of reinstatement.
1. The secretary of state, upon denying a corporation’s application for reinstatement following administrative dissolution, shall serve the corporation under section 504.504 with a written notice that explains the reason or reasons for denial.
2. The corporation may appeal the denial of reinstatement to the district court within ninety days after service of the notice of denial is perfected by petitioning to set aside the dissolution and attaching to the petition copies of the secretary of state’s certificate of dissolution, the corporation’s application for reinstatement, and the secretary of state’s notice of denial of reinstatement.
3. The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
4. The court’s final decision may be appealed as in other civil proceedings.
2004 Acts, ch 1049, §147, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1431 - Grounds for judicial dissolution.

504.1431 Grounds for judicial dissolution.
1. The district court may dissolve a corporation in any of the following ways:
a. In a proceeding brought by the attorney general, if any of the following is established:
(1) The corporation obtained its articles of incorporation through fraud.
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.
b. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established:
(1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock.
(2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.
(3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.
(4) The corporate assets are being misapplied or wasted.
c. In a proceeding brought by a creditor, if either of the following is established:
(1) The creditor’s claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and the corporation is insolvent.
(2) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.
d. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision.
2. Prior to dissolving a corporation, the court shall consider whether:
a. There are reasonable alternatives to dissolution.
b. Dissolution is in the public interest, if the corporation is a public benefit corporation.
c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
2004 Acts, ch 1049, §148, 192
Referred to in §504.1432, 504.1434
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1432 - Procedure for judicial dissolution.

504.1432 Procedure for judicial dissolution.
1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located.
2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, or carry on the activities of the corporation until a full hearing can be held.
2004 Acts, ch 1049, §149, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1433 - Receivership or custodianship.

504.1433 Receivership or custodianship.
1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
2. The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended, including the following:
a. The receiver or custodian may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the receiver’s or custodian’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation. The receiver or custodian may sue and defend in the receiver’s or custodian’s name as receiver or custodian of the corporation, as applicable, in all courts of this state.
b. The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
5. The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and to the receiver’s or custodian’s attorney from the assets of the corporation or proceeds from the sale of the assets.
2004 Acts, ch 1049, §150, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1434 - Decree of dissolution.

504.1434 Decree of dissolution.
1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
2. After entering the decree of dissolution, the court shall direct the winding up of the corporation’s affairs and liquidation of the corporation in accordance with section 504.1405 and the notification of its claimants in accordance with sections 504.1406 and 504.1407.
2004 Acts, ch 1049, §151, 192
Referred to in §602.8102(70)
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1441 - Deposit with state treasurer.

504.1441 Deposit with state treasurer.
Assets of a dissolved corporation which should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state for safekeeping. However, in the treasurer of state’s discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the treasurer of state shall deliver to the creditor, member, or other person or to the representative of the creditor, member, or other person that amount or property.
2004 Acts, ch 1049, §152, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1501 - Authority to transact business required.

504.1501 Authority to transact business required.
1. A foreign corporation shall not transact business in this state until it obtains a certificate of authority from the secretary of state.
2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1:
a. Maintaining, defending, or settling any proceeding.
b. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.
c. Maintaining bank accounts.
d. Maintaining offices or agencies for the transfer, exchange, or registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.
e. Selling through independent contractors.
f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
h. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts.
i. Owning, without more, real or personal property.
j. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature.
k. Transacting business in interstate commerce.
2004 Acts, ch 1049, §153, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1502 - Consequences of transacting business without authority.

504.1502 Consequences of transacting business without authority.
1. A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until it obtains a certificate of authority.
2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
3. A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
4. A foreign corporation is liable for a civil penalty of an amount not to exceed a total of one thousand dollars if it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection.
5. Notwithstanding subsections 1 and 2, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
2004 Acts, ch 1049, §154, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1503 - Application for certificate of authority.

504.1503 Application for certificate of authority.
1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth all of the following:
a. The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 504.1506.
b. The name of the state or country under whose law it is incorporated.
c. The date of incorporation and period of duration.
d. The address of its principal office.
e. The address of its registered office in this state and the name of its registered agent at that office.
f. The names and usual business or home addresses of its current directors and officers.
g. Whether the foreign corporation has members.
2. The foreign corporation shall deliver the completed application to the secretary of state, and shall also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.
2004 Acts, ch 1049, §155, 192
Referred to in §504.1504
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1504 - Amended certificate of authority.

504.1504 Amended certificate of authority.
1. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes any of the following:
a. Its corporate name.
b. The period of its duration.
c. The state or country of its incorporation.
2. The requirements of section 504.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
2004 Acts, ch 1049, §156, 192
Referred to in §504.1506
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1505 - Effect of certificate of authority.

504.1505 Effect of certificate of authority.
1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
2. A foreign corporation with a valid certificate of authority has the same rights and has the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.
3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
2004 Acts, ch 1049, §157, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1507 - Registered office and registered agent of foreign corporation.

504.1507 Registered office and registered agent of foreign corporation.
Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both of the following:
1. A registered office with the same address as that of its registered agent.
2. A registered agent, who may be any of the following:
a. An individual who resides in this state and whose office is identical to the registered office.
b. A domestic business or nonprofit corporation whose office is identical to the registered office.
c. A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical to the registered office.
2004 Acts, ch 1049, §159, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1508 - Change of registered office or registered agent of foreign corporation.

504.1508 Change of registered office or registered agent of foreign corporation.
1. A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following that apply:
a. The name of its registered office or registered agent.
b. If the current registered office is to be changed, the address of its new registered office.
c. If the current registered agent is to be changed, the name of its new registered agent and the new agent’s written consent to the appointment, either on the statement or attached to it.
d. That after the change or changes are made, the addresses of its registered office and the office of its registered agent will be identical.
2. If a registered agent changes the address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 and recites that the corporation has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the address of the registered office of any corporation for which the registered agent is the registered agent by filing a statement as required in subsection 2 for each corporation, or by filing a single statement for all corporations named in the notice, except that it must be signed either manually or in facsimile only by the registered agent and must recite that a copy of the statement has been mailed to each corporation named in the notice.
4. A corporation may also change its registered office or registered agent in its biennial report as provided in section 504.1613.
2004 Acts, ch 1049, §160, 192
Referred to in §9.11, 504.1531
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1509 - Resignation of registered agent of foreign corporation.

504.1509 Resignation of registered agent of foreign corporation.
1. a. The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
b. The registered agent shall send a copy of the statement of resignation by certified mail to the corporation at its principal office and to the registered office, if not discontinued. The registered agent shall certify to the secretary of state that the copies have been sent to the corporation, including the date the copies were sent.
2. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the foreign corporation.
2004 Acts, ch 1049, §161, 192; 2012 Acts, ch 1023, §157; 2020 Acts, ch 1058, §11
Referred to in §504.111, 504.1531
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1510 - Service on foreign corporation.

504.1510 Service on foreign corporation.
1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent biennial report filed under section 504.1613 if any of the following conditions apply:
a. The foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served.
b. The foreign corporation has withdrawn from transacting business in this state under section 504.1521.
c. The foreign corporation has had its certificate of authority revoked under section 504.1532.
3. Service is perfected under subsection 2 at the earliest of any of the following:
a. The date the foreign corporation receives the mail.
b. The date shown on the return receipt, if signed on behalf of the foreign corporation.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. A foreign corporation may also be served in any other manner permitted by law.
2004 Acts, ch 1049, §162, 192
Referred to in §504.116, 504.1532, 504.1533