reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.6 - Payment in property other than cash.

492.6 Payment in property other than cash.
1. If it is proposed to pay for said capital stock in property or in any other thing than money, the corporation proposing the same must, before issuing capital stock in any form, apply to the executive council of the state for leave so to do. Such application shall state the amount of capital stock proposed to be issued for a consideration other than money, and set forth specifically the property or other thing to be received in payment for such stock, providing that the foregoing provision shall not apply to trust companies or insurance companies organized under the laws of this state.
2. Any insurance company proposing to issue capital stock for property or any thing other than money, before issuing the capital stock in any form, shall apply to the commissioner of insurance for leave so to do. Such application to the commissioner of insurance shall state the amount of capital stock proposed to be issued for a consideration other than money and set forth specifically the property or other thing to be received in payment for such stock.
[S13, §1641-b; C24, 27, 31, 35, 39, §8413; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.6]
2021 Acts, ch 76, §150
Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.7 - Executive council to fix amount.

492.7 Executive council to fix amount.
The executive council or the commissioner of insurance as the case may be, shall make investigation, under such rules as it may prescribe, and ascertain the real value of the property or other thing which the corporation is to receive for the stock. It shall enter its finding, fixing the value at which the corporation may receive the same in payment for capital stock; and no corporation shall issue capital stock for the said property or thing in a greater amount than the value so fixed.
[S13, §1641-b; C24, 27, 31, 35, 39, §8414; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.7]
Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.8 - Elements considered in fixing amount.

492.8 Elements considered in fixing amount.
For the purpose of encouraging the construction of new steam or electric railways, and manufacturing industries within this state, the labor performed in effecting the organization and promotion of such corporation, and the reasonable discount allowed or reasonable commission paid in negotiating and effecting the sale of bonds for the construction and equipment of such railroad or manufacturing plant, shall be taken into consideration by said council as elements of value in fixing the amount of capital stock that may be issued.
[S13, §1641-b; C24, 27, 31, 35, 39, §8415; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.8]
Referred to in §492.10, 492.11, 492.12, 493.4, 495.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.9 - Certificate of issuance of stock.

492.9 Certificate of issuance of stock.
It shall be the duty of every corporation to file a certificate under oath with the secretary of state, within thirty days after the issuance of any capital stock, stating the date of issue, the amount issued, the sum received therefor, if payment be made in money, or the property or thing taken, if such be the method of payment. If the corporation fails to file said certificate of issuance of stock within the thirty-day period herein provided, it may thereafter file the same upon first paying to the secretary of state a penalty of ten dollars when the said certificate is offered for filing. Provided further that the penalty herein provided for is first paid and provided the said report contains the specific information required by this section as to the issuance of any capital stock not previously reported, then the first annual report filed by such corporation following such failure to comply with the provisions of this section, shall be received by the secretary of state as a compliance with this section.
[S13, §1641-c; C24, 27, 31, 35, 39, §8416; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.9]
93 Acts, ch 126, §12; 2012 Acts, ch 1017, §94
Referred to in §495.1, 591.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.10 - Cancellation of stock — reimbursement.

492.10 Cancellation of stock — reimbursement.
The capital stock of any corporation issued in violation of the terms and provisions of sections 492.5 through 492.8 shall be void, and in a suit brought by the attorney general on behalf of the state in any court having jurisdiction, a decree of cancellation shall be entered; and if the corporation has received any money or thing of value for the said stock, such money or thing of value shall be returned to the individual, firm, company, or corporation from whom it was received, and if represented by labor or other service of intangible nature, the value thereof shall constitute a claim against the corporation issuing stock in exchange therefor.
[S13, §1641-d; C24, 27, 31, 35, 39, §8417; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.10]
2021 Acts, ch 80, §316
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.11 - Dissolution — distribution of assets.

492.11 Dissolution — distribution of assets.
Any corporation violating the provisions of sections 492.5 through 492.8 shall, upon the application of the attorney general, in behalf of the state, made to any court of competent jurisdiction, be dissolved, its affairs wound up, and its assets distributed among the stockholders other than those who have received the stock so unlawfully issued.
[S13, §1641-e; C24, 27, 31, 35, 39, §8418; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.11]
2021 Acts, ch 80, §317
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 492 - CAPITAL STOCK › Section 492.12 - Violation.

492.12 Violation.
Any officer, agent, or representative of a corporation who violates any of the provisions of sections 492.5 through 492.8 shall be guilty of a simple misdemeanor.
[S13, §1641-f; C24, 27, 31, 35, 39, §8419; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §492.12]
2021 Acts, ch 80, §318
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.1 - Authorization.

493.1 Authorization.
Any corporation, heretofore or hereafter organized for pecuniary profit under the laws of this state, except state banks, trust companies, and insurance companies, may create one or more classes of stock without any nominal or par value, with such rights, preferences, privileges, voting powers, limitations, restrictions and qualifications thereon not inconsistent with law as shall be expressed in its articles of incorporation, or any amendment thereto. Stock without par value which is preferred as to dividends, or as to its distributive share of the assets of the corporation upon dissolution, may be made subject to redemption at such times and prices as may be determined in such articles of incorporation, or any amendment thereto. In the case of stock without par value which is preferred as to its distributive share of the assets of the corporation upon dissolution, the amount of such preference shall be stated in the articles of incorporation, or any amendment thereto.
[C31, 35, §8419-c1; C39, §8419.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.1]
2012 Acts, ch 1017, §95
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.2 - Par value — method of stating.

493.2 Par value — method of stating.
In any case, in which the par value of the shares of stock of a corporation shall be required to be stated in the articles of incorporation, or any amendment thereto, or in any other place, it shall be stated in respect to shares without par value that such shares are without par value, and when the amount of such stock authorized, issued or outstanding shall be required to be stated, the number of shares thereof authorized, issued or outstanding, as the case may be, shall be stated, and it shall also be stated that such shares are without par value.
[C31, 35, §8419-c2; C39, §8419.02; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.2]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.3 - Amount of stock.

493.3 Amount of stock.
For the purpose of any rule of law or of any statutory provision relating to the amount of capital stock issued and represented by shares of stock without par value except as otherwise provided in this chapter such amounts shall be taken to be the amount of money or the actual value of the consideration, as fixed by the directors or otherwise, in accordance with law, as the case may be, for which such shares of stock shall have been issued. In any such case in which stock having a par value shall have been issued with stock without par value for a specified combined consideration, in determining the amount of the capital stock issued and represented by shares of stock without par value the then book value of such stock having a par value shall first be deducted from the amount of the money or actual value of the consideration determined as aforesaid, and the excess thereof, if any, shall be taken to be the amount of capital stock represented by the shares of stock without par value so issued.
[C31, 35, §8419-c3; C39, §8419.03; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.3]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.4 - Sale value.

493.4 Sale value.
Subject to any limitations and restrictions set forth in the articles of incorporation, or amendment thereto, any such corporation may issue its authorized capital stock without par value for such consideration as may be prescribed in the articles of incorporation, or amendment thereto, or, if not prescribed, then for such consideration as may be fixed by resolution passed by the stockholders of such corporation at any annual meeting thereof, or at any special meeting thereof duly called for that purpose, or by the board of directors acting under authority of such stockholders given in like manner. In the absence of fraud in the transaction, the judgment of the board of directors in fixing and determining such sale value shall be conclusive as to the creditors and stockholders. Nothing in this chapter shall be so construed as to repeal the law as it now appears in sections 492.6, 492.7, and 492.8.
[C31, 35, §8419-c4; C39, §8419.04; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.4]
Referred to in §493.5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.5 - Liability of holder.

493.5 Liability of holder.
Any and all shares without par value issued for the consideration as prescribed or fixed in section 493.4 shall be deemed fully paid and nonassessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto.
[C31, 35, §8419-c5; C39, §8419.05; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.5]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.6 - Status of stock.

493.6 Status of stock.
Except as to any preferences, rights, limitations, privileges and restrictions, lawfully granted or imposed with respect to any stock or class thereof, shares of stock without nominal or par value shall be deemed to be an aliquot part of the aggregate capital of the corporation issuing the same and equal to every other share of stock of the same class.
[C31, 35, §8419-c6; C39, §8419.06; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.6]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.7 - Certificates of stock.

493.7 Certificates of stock.
Each stock certificate issued for shares without nominal or par value shall have plainly written or printed upon its face the number of shares which it represents, and the number of such shares the corporation is authorized to issue, and no such certificate shall state any nominal or par value of such shares or express any rate of dividend to which it shall be entitled in terms of percentage of any par or other value.
[C31, 35, §8419-c7; C39, §8419.07; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.7]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.8 - Number of shares.

493.8 Number of shares.
The number of authorized shares of stock without par value may be increased or reduced in the manner and subject to the conditions provided by law for the increase or reduction of the capital stock of a similar corporation having shares with par value. All other statutory provisions relating to stock having a par value shall also apply to stock without par value, so far as the same may be legally, necessarily or practically applicable to, and not inconsistent with, the provisions of this chapter.
[C31, 35, §8419-c8; C39, §8419.08; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.8]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.9 - Change in stock.

493.9 Change in stock.
Any such corporation may, by appropriate amendments to its articles of incorporation, adopted by a two-thirds affirmative vote of each class of stock then issued and outstanding and affected by such amendment, change its common or preferred stock having a par value to an equal, greater or less number of shares of stock having no par value, and, in connection therewith, may fix the amount of capital represented by such shares of stock without par value.
[C31, 35, §8419-c9; C39, §8419.09; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.9]
2013 Acts, ch 30, §117; 2014 Acts, ch 1026, §113
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.10 - Convertibility.

493.10 Convertibility.
The articles of incorporation, or any amendment thereto, of any such corporation may provide that shares of stock of any class shall be convertible into shares of stock of any other class upon such terms and conditions as may be therein stated.
[C31, 35, §8419-c10; C39, §8419.10; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.10]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.11 - Incorporation fee — computation.

493.11 Incorporation fee — computation.
For the purpose of computing the statutory fee for incorporating or for any other statutory provision based on the par value of shares of stock, but for no other purpose, each share of stock without par value shall be considered equivalent to a share having a nominal or par value of one hundred dollars.
[C31, 35, §8419-c11; C39, §8419.11; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.11]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 493 - STOCK WITHOUT PAR VALUE › Section 493.12 - Applicability of statutes.

493.12 Applicability of statutes.
1. Except as otherwise provided by this chapter, such corporations issuing shares without par value, under the provisions hereof, shall be and remain subject to the laws of this state, now or hereafter in force, relating to the formation, regulation, consolidation, or merger, rights, powers and privileges of corporations organized for pecuniary profit, and all other laws applicable thereto.
2. All Acts or parts of Acts providing for the incorporation, organization, administration and management of the affairs of corporations organized for pecuniary profit and having shares of stock with a par value are hereby made applicable to corporations having shares of stock without par value, except where the same are inconsistent with the provisions of this chapter.
[C31, 35, §8419-c12; C39, §8419.12; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §493.12]
2021 Acts, ch 76, §150
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.1 - Capital stock and permit.

495.1 Capital stock and permit.
Sections 492.5 through 492.9 are applicable to any foreign corporation which directly or indirectly owns, uses, operates, controls, or is concerned in the operation of any public gasworks, electric light plant, heating plant, waterworks, interurban or street railway located within the state, or the carrying on of any gas, electric light, electric power, heating business, waterworks, interurban or street railway business within the state, or that owns or controls, directly or indirectly, any of the capital stock of any corporation which owns, uses, operates or is concerned in the operation of any public gasworks, electric light plant, electric power plant, heating plant, waterworks, interurban or street railway located within the state, or any foreign corporation that exercises any control in any way or in any manner over any of such works, plants, interurban or street railways or the business carried on by such works, plants, interurban or street railways by or through the ownership of the capital stock of any corporation or corporations or in any other manner whatsoever. The ownership, operation, or control of any such works, plants, interurban or street railways or the business carried on by any of such works or plants or the ownership or control of the capital stock in any corporation owning or operating any of such works, plants, interurban or street railways by any foreign corporation in violation of this chapter is unlawful.
[S13, §1641-1; C24, 27, 31, 35, 39, §8433; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.1]
93 Acts, ch 126, §13; 2021 Acts, ch 80, §319
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.2 - Holding companies.

495.2 Holding companies.
The provisions of this chapter are hereby made applicable to all corporations, including so-called “holding companies” which by or through the ownership of the capital stock in any other corporation or corporations or a series of corporations owning or controlling the capital stock of each other can or may exercise control over the capital stock of any corporation which owns, uses, operates, or is concerned in the operation of any public gasworks, electric light plant, electric power plant, heating plant, waterworks, interurban or street railway located in the state, or the business carried on by such works or plants.
[S13, §1641-m; C24, 27, 31, 35, 39, §8434; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.2]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.3 - Biennial report — fee.

495.3 Biennial report — fee.
All corporations subject to the provisions of this chapter are hereby required to pay the fee and to make the biennial report in the form and manner and at the time as specified in chapter 490.
[S13, §1641-n; C24, 27, 31, 35, 39, §8435; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.3]
2000 Acts, ch 1022, §3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.4 - Sale of capital stock.

495.4 Sale of capital stock.
The provisions of this chapter are hereby made applicable to the sale of its own capital stock by any corporation subject to the provisions of this chapter, whether said capital stock has been heretofore issued by said corporation or not, including the sale of so-called “treasury stock” or stock of the corporation in the hands of a trustee or where the corporation participates in any way or manner in the benefits of said sales, and also to the sale of any of the obligations of any corporation subject to the provisions of this chapter, the payment of which is secured by the deposit or pledge of any of the capital stock of said corporation.
[S13, §1641-o; C24, 27, 31, 35, 39, §8436; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.4]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.5 - Violations — stock void.

495.5 Violations — stock void.
Shares of capital stock of any corporation owned or controlled in violation of this chapter shall be void and the holder of such shares shall not be entitled to exercise the powers of a shareholder of the corporation or permitted to participate in or be entitled to any of the benefits accruing to shareholders of the corporation. This chapter shall be construed so as to prevent evasion and to accomplish the intents and purposes of this chapter.
[S13, §1641-p; C24, 27, 31, 35, 39, §8437; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.5]
93 Acts, ch 126, §14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 495 - FOREIGN PUBLIC UTILITY CORPORATIONS › Section 495.6 - Dissolution — receiver.

495.6 Dissolution — receiver.
Courts of equity shall have full power to dissolve, close up, or dispose of any business or property owned, operated, or controlled in violation of the provisions of this chapter; to dissolve any corporation owning or controlling the capital stock of any other corporation in violation of the provisions of this chapter and to close up or dispose of the business or property of said corporation; and if the court finds that, in order to carry out the purposes of this chapter, it is necessary so to do, it may dissolve the corporation issuing the stock which is owned in violation of the provisions of this chapter, close up the business of said corporation and dispose of its property, and the court may also appoint a receiver who shall be a resident of Iowa for any business or for any corporation which has violated the provisions thereof or of the corporation issuing the stock which is held in violation thereof. Any action to enforce the provisions of this chapter may be instituted by the attorney general in the name of the state of Iowa or by a citizen in the name of the state of Iowa at the citizen’s own proper cost and expense, reserving, however, to the stockholders owning capital stock not held in violation of this chapter all rights possessed by them.
[S13, §1641-q; C24, 27, 31, 35, 39, §8438; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §495.6]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.2 - Definitions.

496B.2 Definitions.
As used in this chapter, unless the context otherwise requires, the term:
1. “Authority” means the economic development authority created in section 15.105, or any entity which succeeds to the functions of the authority.
2. “Board of directors” means members of the board of directors of a development corporation constituted under section 496B.13 in office from time to time.
3. “Development corporation” means any corporation organized pursuant to this chapter and for the purpose of developing businesses, industries, and enterprises in the state of Iowa by the loaning of money thereto and investing money therein, and otherwise organizing for the purposes in section 496B.5.
4. “Financial institution” means any bank, trust company, savings association, insurance company or related corporation, partnership, foundation or other institution licensed to do business in the state of Iowa and engaged primarily in lending or investing funds.
5. “Loan limit” means, for any member, the maximum amount permitted to be outstanding at any one time on loans made by any such member to a development corporation, as determined herein.
6. “Member” means any financial institution which shall undertake to lend money to a development corporation upon its call and in accordance with the provision of section 496B.9.
[C66, 71, 73, 75, 77, 79, 81, §496B.2]
2011 Acts, ch 118, §82, 83, 89; 2012 Acts, ch 1017, §96
Referred to in §16.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.3 - Authorized corporations.

496B.3 Authorized corporations.
There is hereby authorized to be incorporated under the Iowa business corporation Act, chapter 490, development corporations which meet and comply with the requirements of this chapter. Such corporations shall be subject to and have the powers and privileges conferred by the provisions of this chapter and those provisions of the Iowa business corporation Act, chapter 490, which are not inconsistent with and to the extent not restricted or limited by the provisions of this chapter. No corporation shall be deemed incorporated pursuant to and under the provisions of this chapter unless the same is approved by the authority and unless its articles of incorporation provide that it is incorporated pursuant to this chapter. To assure a broad base from which development corporations may obtain loans from members, the authority at its discretion may limit the number of development corporations organized and existing pursuant to this chapter to one or more such corporations.
[C66, 71, 73, 75, 77, 79, 81, §496B.3]
2001 Acts, ch 24, §63; 2011 Acts, ch 118, §85, 89
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.5 - Purposes.

496B.5 Purposes.
The purposes of a development corporation shall be limited to those provided in this section and shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of the state of Iowa and its citizens; to encourage and assist through loans, investments, or other business transactions, the location of new business and industry in the state; to rehabilitate and assist existing business and industry in this state; to stimulate and assist in the expansion of any kind of business activity which would tend to promote business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational development in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.
[C66, 71, 73, 75, 77, 79, 81, §496B.5]
Referred to in §496B.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.7 - Stock — limitations.

496B.7 Stock — limitations.
Capital stock shall be issued only on receipt by each development corporation of cash in such amount not less than the par value thereof as may be determined by the board of directors. No shareholder of any development corporation shall be entitled as of right to purchase or subscribe for any unissued or treasury shares of the corporation, and no such shareholder shall be entitled as of right to purchase or subscribe for any bonds, notes, certificates of indebtedness, debentures, or other obligations convertible into shares of the development corporation.
[C66, 71, 73, 75, 77, 79, 81, §496B.7]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.8 - Stockholders’ privileges.

496B.8 Stockholders’ privileges.
Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective articles of incorporation, agreements of association, or trust indentures:
1. Any person, as defined in the Iowa business corporation Act, chapter 490, is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bond, security or other evidences of indebtedness created by, or the shares of the capital stock of, development corporations, and while owners of said shares to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory agency of this state.
2. Any financial institution is hereby authorized to become a member of a development corporation and to make loans to such corporation.
3. Any financial institution which does not become a member of a development corporation shall not be permitted to acquire any shares of the capital stock of such development corporation.
4. Each financial institution which becomes a member of a development corporation is hereby authorized to acquire, purchase, hold, sell, assign, mortgage, pledge, or otherwise dispose of any bonds, securities or other evidences of indebtedness created by, or the shares of the capital stock of, the development corporation of which it is a member, and while owners of such shares to exercise all rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory agency of this state; provided that the amount of the capital stock of any development corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent of the loan limit of such member. The amount of capital stock of a development corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in other corporations which such member may otherwise be authorized to acquire.
[C66, 71, 73, 75, 77, 79, 81, §496B.8]
89 Acts, ch 180, §2; 2001 Acts, ch 24, §64
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.10 - Duration of membership.

496B.10 Duration of membership.
Membership in any development corporation shall be for the duration of the respective development corporation; provided, however, that upon written notice given to the development corporation five years in advance a member thereof may withdraw from membership in such corporation at the expiration date of such notice. Provided that a financial institution may at any time withdraw from membership without such notice in the event of its merger with another financial institution, after commencement of proceedings for voluntary or involuntary dissolution, receivership, or reorganization pursuant to or by operation of federal or state law or in the event of conversion from a state financial institution to a federal financial institution or the reverse. If there shall be a legislative amendment of this chapter affecting the rights and obligations of the members and shareholders or otherwise affecting the articles of incorporation of such corporation which shall not have been approved by the members and shareholders within the time set forth and in the manner provided in this chapter, any member not approving such amendment may immediately withdraw from membership upon giving written notice to the corporation not later than ninety days from the effective date of the amendment. A member shall not be obligated to make any loans to a development corporation pursuant to calls made subsequent to the withdrawal of said member therefrom.
[C66, 71, 73, 75, 77, 79, 81, §496B.10]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.11 - Powers of shareholders.

496B.11 Powers of shareholders.
The shareholders and the members of the development corporation shall have the following powers of such corporation:
1. Those powers granted in the Iowa business corporation Act, chapter 490, which are not inconsistent with the provisions of this chapter.
2. To determine the number and elect directors as provided herein.
3. To amend the articles of incorporation as provided herein.
4. To dissolve the corporation as provided herein.
5. To exercise such other of the powers of the corporation as may be conferred on the shareholders and the members by the bylaws. As to all matters requiring action by the shareholders and the members of the corporation, such shareholders and such members shall vote separately thereon by classes and, except as may be otherwise herein provided, approval of such matters shall require the affirmative vote of a majority of the votes to which the shareholders present or represented at the meeting are entitled, and the affirmative vote of a majority of the votes to which the members present or represented at the meeting are entitled. Each shareholder shall have one vote, in person or by proxy, for each share of capital stock held by the shareholder, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined herein.
[C66, 71, 73, 75, 77, 79, 81, §496B.11]
2001 Acts, ch 24, §62
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.13 - Board of directors.

496B.13 Board of directors.
1. The board of directors shall consist of such number not less than fifteen as shall be determined in the first instance by the incorporators and thereafter annually by the members and the shareholders at each annual meeting or at any special meeting held in lieu of the annual meeting. At each annual meeting or at any special meeting held in lieu of the annual meeting, the members of each corporation shall elect two-thirds of the board of directors and the shareholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election, and until their successors are elected and qualify unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.
2. Notwithstanding any provisions of law to the contrary, officers and directors of insurance companies and other financial institutions may be members of the board of directors of any corporation organized for the purposes of this chapter to which the insurance company or other financial institution may make a loan or may make an investment.
[C66, 71, 73, 75, 77, 79, 81, §496B.13]
2021 Acts, ch 76, §150
Referred to in §496B.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.14 - Earned surplus set aside.

496B.14 Earned surplus set aside.
Each year each development corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the directors’ determination made in good faith shall be conclusive on all persons.
[C66, 71, 73, 75, 77, 79, 81, §496B.14]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.15 - Deposit of funds.

496B.15 Deposit of funds.
No development corporation shall deposit any of its funds in any financial institution unless such institution has been designated as a depository by a vote of a majority of the directors present at any authorized meeting of the board of directors exclusive of any director who is an officer or director of the depository so designated. No development corporation shall receive money on deposit.
[C66, 71, 73, 75, 77, 79, 81, §496B.15]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.17 - Certificate to do business.

496B.17 Certificate to do business.
Upon the approval of the authority as required in this chapter and the issuance of a certificate as provided in the Iowa business corporation Act, chapter 490, a development corporation shall then be authorized to commence business and to issue stock thereof to the extent authorized in its articles of incorporation.
[C66, 71, 73, 75, 77, 79, 81, §496B.17]
2001 Acts, ch 24, §64; 2011 Acts, ch 118, §85, 89
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496B - ECONOMIC DEVELOPMENT CORPORATIONS › Section 496B.19 - Dissolution.

496B.19 Dissolution.
A development corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the shareholders thereof shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of a development corporation, none of the corporation’s assets shall be distributed to the shareholders until all sums due the members of the corporation as creditors thereof have been paid in full.
[C66, 71, 73, 75, 77, 79, 81, §496B.19]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.3 - Applicability of Iowa business corporation Act.

496C.3 Applicability of Iowa business corporation Act.
The Iowa business corporation Act, chapter 490, shall be construed as part of this chapter and shall apply to professional corporations, including, but not limited to, their organization, reports, fees, authority, powers, rights, and the regulation and conduct of their affairs. The provisions of the Iowa business corporation Act, chapter 490, on foreign corporations shall apply to foreign professional corporations. The provisions of this chapter shall prevail over any inconsistent provisions of the Iowa business corporation Act, chapter 490, or any other law.
[C71, 73, 75, 77, 79, 81, §496C.3]
2001 Acts, ch 24, §62
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.4 - Purposes and powers.

496C.4 Purposes and powers.
1. A professional corporation shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals, and for the additional purpose of doing all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions. The articles of incorporation shall state in substance that the purposes for which the corporation is organized are to engage in the general practice of a specified profession or professions, or one or more specified branches or divisions thereof, and to do all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions. Each professional corporation, unless otherwise provided in its articles of incorporation or unless expressly prohibited by this chapter, shall have all powers granted to corporations by the Iowa business corporation Act, chapter 490.
2. a. For purposes of this section, medicine and surgery, osteopathic medicine and surgery, and practice as a physician assistant shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.
b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.
c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.
[C71, 73, 75, 77, 79, 81, §496C.4]
2001 Acts, ch 24, §64; 2010 Acts, ch 1131, §6; 2018 Acts, ch 1066, §4, 5
Referred to in §496C.7, 496C.16
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.5 - Corporate name.

496C.5 Corporate name.
The corporate name of a professional corporation, the corporate name of a foreign professional corporation or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional corporation or foreign professional corporation shall contain the words “professional corporation” or the abbreviation “P.C.”, and except for the addition of such words or abbreviation, shall be a name which could lawfully be used by a licensed individual or by a partnership of licensed individuals in the practice in this state of a profession which the corporation is authorized to practice. Each regulating board may by rule or regulation adopt additional requirements as to the corporate names and fictitious or trade names of professional corporations and foreign professional corporations which are authorized to practice a profession which is within the jurisdiction of the regulating board.
[C71, 73, 75, 77, 79, 81, §496C.5]
90 Acts, ch 1205, §32
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.6 - Who may incorporate.

496C.6 Who may incorporate.
One or more individuals having capacity to contract, each of whom is licensed to practice in this state a profession which the professional corporation is to be authorized to practice, may act as incorporators of a professional corporation.
[C71, 73, 75, 77, 79, 81, §496C.6]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.7 - Practice by professional corporation.

496C.7 Practice by professional corporation.
1. Notwithstanding any other statute or rule of law, a professional corporation may practice a profession, but may do so in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the same profession in this state.
2. In its practice of a profession, no professional corporation shall do any act which could not lawfully be done by individuals licensed to practice the profession which the professional corporation is authorized to practice.
3. a. This section shall not prohibit persons practicing medicine and surgery, persons practicing osteopathic medicine and surgery, or persons practicing as physician assistants from practicing their respective professions in lawful combination pursuant to section 496C.4.
b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.
[C71, 73, 75, 77, 79, 81, §496C.7]
2010 Acts, ch 1131, §7
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.8 - Professional regulation.

496C.8 Professional regulation.
No professional corporation shall be required to register with or to obtain any license, registration, certificate, or other legal authorization from any regulating board in order to practice a profession. Except as provided in this section, nothing in this chapter shall restrict or limit in any manner the authority or duties of any regulating board with respect to individuals practicing any profession which is within the jurisdiction of the regulating board, even if the individual is a shareholder, director, officer, employee, or agent of a professional corporation or foreign professional corporation and practices the individual’s profession through such corporation.
[C71, 73, 75, 77, 79, 81, §496C.8]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.9 - Relationship and liability to persons served.

496C.9 Relationship and liability to persons served.
1. This chapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice and any law respecting privileged communications.
2. This chapter does not modify or affect the ethical standards or standards of conduct of any profession, including but not limited to any standards prohibiting or limiting the practice of the profession by a corporation or prohibiting or limiting the practice of two or more professions in combination. All such standards shall apply to the shareholders, directors, officers, employees, and agents through whom a professional corporation practices any profession in this state, to the same extent that the standards apply to an individual practitioner.
3. Unless otherwise provided in the articles of incorporation, the liability of the shareholders of a professional corporation, as shareholders, shall be limited in the same manner and to the same extent as in the case of a corporation organized under the Iowa business corporation Act, chapter 490.
[C71, 73, 75, 77, 79, 81, §496C.9]
2001 Acts, ch 24, §64; 2018 Acts, ch 1041, §127
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.10 - Issuance of shares.

496C.10 Issuance of shares.
1. Shares of a professional corporation may be issued, and treasury shares may be disposed of, only to individuals who are licensed to practice in this state, or in any other state or territory of the United States or in the District of Columbia, a profession which the corporation is authorized to practice.
2. Unless otherwise provided in the articles of incorporation or bylaws, the affirmative vote or consent in writing of all of the outstanding shareholders entitled to vote, or such lesser proportion as may be provided in the articles or bylaws, is necessary in order to authorize the issuance of any shares or the disposal of any treasury shares, and to fix the consideration for shares or treasury shares.
3. No shares of a professional corporation shall at any time be issued in, transferred into, or held in joint tenancy, tenancy in common, or any other form of joint ownership or co-ownership.
4. The Iowa securities law, chapter 502, shall not be applicable to nor govern any transaction relating to any shares of a professional corporation.
[C71, 73, 75, 77, 79, 81, §496C.10]
2018 Acts, ch 1026, §154
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.11 - Transfer of shares.

496C.11 Transfer of shares.
1. No shareholder or other person shall make any voluntary transfer of any shares in a professional corporation to any person, except to the professional corporation or to an individual who is licensed to practice in this state a profession which the corporation is authorized to practice.
2. Unless otherwise provided in the articles of incorporation or bylaws, the affirmative vote or consent in writing of all of the outstanding shareholders entitled to vote, or such lesser proportion as may be provided in the articles or bylaws, is necessary in order to authorize any voluntary transfer of any shares of a professional corporation.
3. The articles of incorporation or bylaws may contain any additional provisions restricting the transfer of shares.
[C71, 73, 75, 77, 79, 81, §496C.11]
2018 Acts, ch 1041, §127