reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.832 - Directors’ liability for unlawful distributions.

490.832 Directors’ liability for unlawful distributions.
1. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 490.640, subsection 1, or section 490.1409, subsection 1, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 490.640, subsection 1, or section 490.1409, subsection 1, if the party asserting liability establishes that when taking the action the director did not comply with section 490.830.
2. A director held liable under subsection 1 for an unlawful distribution is entitled to all of the following:
a. Contribution from every other director who could be held liable under subsection 1 for the unlawful distribution.
b. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 490.640, subsection 1, or section 490.1409, subsection 1.
3. a. A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within two years after any of the following:
(1) The date on which the effect of the distribution was measured under section 490.640, subsection 5 or 8.
(2) The date as of which the violation of section 490.640, subsection 1, occurred as the consequence of disregard of a restriction in the articles of incorporation.
(3) The date on which the distribution of assets to shareholders under section 490.1409, subsection 1, was made.
b. A proceeding to enforce contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.
89 Acts, ch 288, §92
CS89, §490.833
2002 Acts, ch 1154, §40, 125; 2021 Acts, ch 165, §105, 216, 230
C2022, §490.832
Referred to in §490.202, 490.831, 491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.840 - Officers.

490.840 Officers.
1. A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
2. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.
3. The bylaws or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under section 490.1601, subsection 1.
4. The same individual may simultaneously hold more than one office in a corporation.
89 Acts, ch 288, §93; 2002 Acts, ch 1154, §41, 125; 2021 Acts, ch 165, §106, 230
Referred to in §490.140, 491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.841 - Functions of officers.

490.841 Functions of officers.
Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
89 Acts, ch 288, §94; 2013 Acts, ch 31, §31, 82
Referred to in §491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.842 - Standards of conduct for officers.

490.842 Standards of conduct for officers.
1. An officer, when performing in such capacity, has the duty to act in conformity with all of the following:
a. In good faith.
b. With the care that a person in a like position would reasonably exercise under similar circumstances.
c. In a manner the officer reasonably believes to be in the best interests of the corporation.
2. The duty of an officer includes the obligation to do all of the following:
a. Inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to such superior officer, board, or committee.
b. Inform the officer’s superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
3. In discharging the officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:
a. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.
b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are any of the following:
(1) Matters within the particular person’s professional or expert competence.
(2) Matters as to which the particular person merits confidence.
4. An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of section 490.831 that have relevance.
89 Acts, ch 288, §95; 2002 Acts, ch 1154, §42, 125; 2013 Acts, ch 31, §32, 82; 2021 Acts, ch 165, §107, 230
Referred to in §491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.843 - Resignation and removal of officers.

490.843 Resignation and removal of officers.
1. An officer may resign at any time by delivering a written notice to the board of directors, or its chair, or to the appointing officer or the secretary. A resignation is effective as provided in section 490.141, subsection 9, unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer shall not take office until the vacancy occurs.
2. An officer may be removed at any time with or without cause by any of the following:
a. The board of directors.
b. The appointing officer, unless the bylaws or the board of directors provide otherwise.
c. Any other officer if authorized by the bylaws or the board of directors.
3. As used in this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
89 Acts, ch 288, §96; 91 Acts, ch 211, §7; 2002 Acts, ch 1154, §43, 125; 2021 Acts, ch 165, §108, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.844 - Contract rights of officers.

490.844 Contract rights of officers.
1. The election or appointment of an officer does not itself create contract rights.
2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
89 Acts, ch 288, §97; 2021 Acts, ch 165, §109, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.850 - Part definitions.

490.850 Part definitions.
As used in this part:
1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.
2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
3. “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.
4. a. “Official capacity” means the following:
(1) When used with respect to a director, the office of director in a corporation.
(2) When used with respect to an officer, as contemplated in section 490.856, the office in a corporation held by the officer.
b. “Official capacity” does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.
5. “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.
6. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
89 Acts, ch 288, §98; 2002 Acts, ch 1154, §44, 125; 2005 Acts, ch 19, §72; 2013 Acts, ch 30, §116; 2013 Acts, ch 31, §33 – 35, 82; 2021 Acts, ch 165, §110, 230
Referred to in §490.202, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.851 - Permissible indemnification.

490.851 Permissible indemnification.
1. Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if any of the following apply:
a. All of the following apply:
(1) The director’s conduct was in good faith.
(2) The director reasonably believed:
(a) In the case of conduct in an official capacity, that the director’s conduct was in the best interests of the corporation.
(b) In all other cases, that the director’s conduct was at least not opposed to the best interests of the corporation.
(3) In the case of any criminal proceeding, the director had no reasonable cause to believe the director’s conduct was unlawful.
b. The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by section 490.202, subsection 2, paragraph “e”.
2. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection 1, paragraph “a”, subparagraph (2), subparagraph division (b).
3. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
4. Unless ordered by a court under section 490.854, subsection 1, paragraph “c”, a corporation shall not indemnify a director in any of the following circumstances:
a. In connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1.
b. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled, regardless of whether it involved action in the director’s official capacity.
89 Acts, ch 288, §99; 2002 Acts, ch 1154, §45, 125; 2003 Acts, ch 44, §84, 116; 2021 Acts, ch 165, §111, 230
Referred to in §490.854, 490.855, 490.858, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.852 - Mandatory indemnification.

490.852 Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against expenses incurred by the director in connection with the proceeding.
89 Acts, ch 288, §100; 2002 Acts, ch 1154, §46, 125; 2021 Acts, ch 165, §112, 230
Referred to in §490.853, 490.854, 490.856, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.853 - Advance for expenses.

490.853 Advance for expenses.
1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director, if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced and all of the following apply:
a. The director is not entitled to mandatory indemnification under section 490.852.
b. It is ultimately determined under section 490.854 or 490.855 that the director is not entitled to indemnification.
2. The undertaking required by subsection 1 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
3. Authorizations under this section shall be made by any of the following:
a. By the board of directors as follows:
(1) If there are two or more qualified directors, by a majority vote of all of the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by such a vote.
(2) If there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with section 490.824, subsection 3, in which authorization directors who are not qualified directors may participate.
b. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director shall not be voted on the authorization.
89 Acts, ch 288, §101; 2002 Acts, ch 1154, §47, 125; 2002 Acts, ch 1175, §89; 2013 Acts, ch 31, §36, 82; 2021 Acts, ch 165, §113, 230
Referred to in §490.143, 490.854, 490.858, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.854 - Court-ordered indemnification and advance for expenses.

490.854 Court-ordered indemnification and advance for expenses.
1. A person who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall do any of the following:
a. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 490.852.
b. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 490.858, subsection 1.
c. (1) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to do any of the following:
(a) Indemnify the director.
(b) Advance expenses to the director.
(2) The court shall order indemnification or advance for expenses, even if in the case of subparagraph (1), subparagraph division (a) or (b), the director has not met the relevant standard of conduct set forth in section 490.851, subsection 1, failed to comply with section 490.853 or was adjudged liable in a proceeding referred to in section 490.851, subsection 4, paragraph “a” or “b”. However, if the director was adjudged so liable the director’s indemnification shall be limited to expenses incurred in connection with the proceeding.
2. If the court determines that the director is entitled to indemnification under subsection 1, paragraph “a”, or to indemnification or advance for expenses under subsection 1, paragraph “b”, it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection 1, paragraph “c”, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.
89 Acts, ch 288, §102; 2002 Acts, ch 1154, §48, 125; 2021 Acts, ch 165, §114, 230
Referred to in §490.851, 490.853, 490.856, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.855 - Determination and authorization of indemnification.

490.855 Determination and authorization of indemnification.
1. A corporation shall not indemnify a director under section 490.851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 490.851.
2. The determination shall be made by any of the following:
a. If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote.
b. By special legal counsel selected in one of the following manners:
(1) In the manner prescribed in paragraph “a”.
(2) If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate.
c. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director shall not be voted on the determination.
3. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection 2, paragraph “b”, subparagraph (2).
89 Acts, ch 288, §103; 2002 Acts, ch 1154, §49, 125; 2013 Acts, ch 31, §37, 82; 2021 Acts, ch 165, §115, 230
Referred to in §490.143, 490.853, 490.858, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.856 - Indemnification of officers.

490.856 Indemnification of officers.
1. A corporation may indemnify and advance expenses under this part to an officer who is a party to a proceeding because the person is an officer, according to all of the following:
a. To the same extent as a director.
b. If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation or bylaws, or by a resolution adopted or a contract approved by the board of directors or shareholders, except for any of the following:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding.
(2) Liability arising out of conduct that constitutes any of the following:
(a) Receipt by the officer of a financial benefit to which the officer is not entitled.
(b) An intentional infliction of harm on the corporation or the shareholders.
(c) An intentional violation of criminal law.
2. The provisions of subsection 1, paragraph “b”, shall apply to an officer who is also a director, if the officer is made a party to the proceeding based on an act or omission solely as an officer.
3. An officer who is not a director is entitled to mandatory indemnification under section 490.852, and may apply to a court under section 490.854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.
89 Acts, ch 288, §104; 2002 Acts, ch 1154, §50, 125; 2003 Acts, ch 44, §85; 2021 Acts, ch 165, §116, 230
Referred to in §490.850, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.857 - Insurance.

490.857 Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
89 Acts, ch 288, §105; 2002 Acts, ch 1154, §51, 125; 2021 Acts, ch 165, §117, 230
Referred to in §491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.858 - Variation by corporate action — application of part.

490.858 Variation by corporate action — application of part.
1. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 490.851 or advance funds to pay for or reimburse expenses in accordance with section 490.853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 490.853, subsection 3, and in section 490.855, subsection 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 490.853 to the fullest extent permitted by law, unless the provision expressly provides otherwise.
2. A right of indemnification or to advances for expenses created by this part or under subsection 1 and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection 1, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.
3. Any provision pursuant to subsection 1 shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise expressly provided. Any provision for indemnification or advance for expenses in the articles of incorporation, or bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 490.1107, subsection 1, paragraph “d”.
4. Subject to subsection 2, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
5. This part does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when the director or officer is not a party.
6. This part does not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
89 Acts, ch 288, §106; 2002 Acts, ch 1154, §52, 125; 2013 Acts, ch 31, §38, 39, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §118, 230
Referred to in §490.854, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.859 - Exclusivity of part.

490.859 Exclusivity of part.
A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part.
2002 Acts, ch 1154, §53, 125
Referred to in §491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.861 - Judicial action.

490.861 Judicial action.
1. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.
2. A director’s conflicting interest transaction shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if any of the following apply:
a. Directors’ action respecting the transaction was taken in compliance with section 490.862 at any time.
b. Shareholders’ action respecting the transaction was taken in compliance with section 490.863 at any time.
c. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
2013 Acts, ch 31, §41, 82; 2021 Acts, ch 165, §120, 230
Referred to in §490.831, 490.860, 490.862, 490.863, 491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.862 - Directors’ action.

490.862 Directors’ action.
1. Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2, paragraph “a”, if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection 2, provided that all of the following apply:
a. The qualified directors have deliberated and voted outside the presence of and without the participation by any other director.
b. Where the action has been taken by a board committee, all members of the committee were qualified directors, and any of the following apply:
(1) The committee was composed of all the qualified directors on the board of directors.
(2) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors.
2. Notwithstanding subsection 1, when a transaction is a director’s conflicting interest transaction only because a related person described in section 490.860, subsection 5, paragraph “e” or “f”, is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction all of the following:
a. All information required to be disclosed that is not so violative.
b. The existence and nature of the director’s conflicting interest.
c. The nature of the conflicted director’s duty not to disclose the confidential information.
3. A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the board committee, constitutes a quorum for purposes of action that complies with this section.
4. Where directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a board committee, in which action directors who are not qualified directors may participate.
2013 Acts, ch 31, §42, 82; 2021 Acts, ch 165, §121, 230
Referred to in §490.143, 490.202, 490.831, 490.860, 490.861, 490.870, 490.1301, 490.1340, 491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.870 - Business opportunities.

490.870 Business opportunities.
1. If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, officer, or other person, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if any of the following apply:
a. Before the director, officer, or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and any of the following apply:
(1) Action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the same procedures as are set forth in section 490.862.
(2) Shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in section 490.863, in either case as if the decision being made concerned a director’s conflicting interest transaction; except that, rather than making required disclosure as defined in section 490.860, the director or officer shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity known to the director or officer.
b. The duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and where required, made effective by action of qualified directors, in accordance with section 490.202, subsection 2, paragraph “f”.
2. In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subsection 1, paragraph “a”, subparagraph (1) or (2), before pursuing or taking advantage of the opportunity shall not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
2008 Acts, ch 1015, §3; 2013 Acts, ch 31, §44, 82; 2021 Acts, ch 165, §123, 230
Referred to in §490.143, 490.831, 491.16A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.901 - Subchapter definitions.

490.901 Subchapter definitions.
1. As used in this subchapter:
a. “Conversion” means a transaction pursuant to part 3.
b. “Converted entity” means the converting entity as it continues in existence after a conversion.
c. “Converting entity” means the domestic corporation that approves a plan of conversion pursuant to section 490.932 or the domestic or foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity.
d. “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication.
e. “Domesticating corporation” means the domestic corporation that approves a plan of domestication pursuant to section 490.921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.
f. “Domestication” means a transaction pursuant to part 2.
g. “Protected agreement” means any of the following:
(1) A document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date.
(2) An agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date.
(3) The articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date.
(4) An agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their capacities as such, immediately before the enactment date.
2. As used in subsection 1 and sections 490.920 and 490.930, “enactment date” means January 1, 2022, as it relates to domestications and January 1, 2009, as it relates to conversions.
2021 Acts, ch 165, §124, 216, 230
Former section 490.901 amended effective June 8, 2021, and repealed pursuant to its own terms effective January 1, 2022;
2021 Acts, ch 165, §263, 266
; see §490.209
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.902 - Excluded transactions.

490.902 Excluded transactions.
This subchapter shall not be used to effect a transaction that converts a company organized on the mutual principle to one organized on the basis of share ownership.
2021 Acts, ch 165, §125, 230
Former section 490.902 stricken effective January 1, 2022, by
2021 Acts, ch 165, §125, 230
; see §490.905
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.903 - Required approvals.

490.903 Required approvals.
If a domestic or foreign corporation or eligible entity shall not be a party to a merger without the approval of the superintendent of banking, the commissioner of insurance, or the Iowa utilities board, and the applicable statutes or regulations do not specifically deal with transactions under this subchapter but do require such approval for mergers, a corporation or eligible entity shall not be a party to a transaction under this subchapter without the prior approval of that agency or official.
2021 Acts, ch 165, §126, 230; 2022 Acts, ch 1032, §109, 112
Section not amended; section history revised
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.904 - Relationship of subchapter to other laws.

490.904 Relationship of subchapter to other laws.
A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, business combination, control-share acquisition, or similar transaction involving a domesticating or converting domestic corporation, unless the approval of the plan of domestication or conversion is by a vote of the shareholders or the board of directors which would be sufficient to create or impair the right, duty, or obligation directly under that law.
2021 Acts, ch 165, §127, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.905 - Foreign insurance companies becoming domestic.

490.905 Foreign insurance companies becoming domestic.
1. The secretary of state, upon a corporation complying with this section and upon the filing of articles of incorporation and upon receipt of the fees as provided in this chapter, shall issue an acknowledgment of receipt of document as of the date of the filing of the articles of incorporation with the secretary of state. The acknowledgment of receipt of document shall state on its face that it is issued in accordance with this section. The secretary of state shall then notify the appropriate officer of the state or country of the corporation’s last domicile that the corporation is now a domestic corporation domiciled in this state. This section applies to life insurance companies, and to insurance companies doing business under chapter 515.
2. A corporation becoming domiciled in this state under subsection 1 shall not be required to comply with any other requirements under this subchapter.
2021 Acts, ch 165, §128, 230
Referred to in §508.12, 515.78, 515E.3A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.920 - Domestication.

490.920 Domestication.
1. By complying with the provisions of this part applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.
2. By complying with the provisions of this part, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.
3. The plan of domestication must include all of the following:
a. The name of the domesticating corporation.
b. The name and jurisdiction of formation of the domesticated corporation.
c. The manner and basis of reclassifying the shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing.
d. The proposed articles of incorporation and bylaws of the domesticated corporation.
e. The other terms and conditions of the domestication.
4. In addition to the requirements of subsection 3, a plan of domestication may contain any other provision not prohibited by law.
5. The terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 490.120, subsection 11.
6. If a protected agreement of a domestic domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until such time as the provision is first amended after the enactment date.
2021 Acts, ch 165, §129, 230
Referred to in §490.901, 490.1302
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.922 - Articles of domestication — effectiveness.

490.922 Articles of domestication — effectiveness.
1. After a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter, or a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed by the domesticating corporation. The articles must set forth all of the following:
a. The name of the domesticating corporation and its jurisdiction of formation.
b. The name and jurisdiction of formation of the domesticated corporation.
c. If the domesticating corporation is a domestic corporation, a statement that the plan of domestication was approved in accordance with this subchapter or, if the domesticating corporation is a foreign corporation, a statement that the domestication was approved in accordance with its organic law.
2. If the domesticated corporation is a domestic corporation, the articles of domestication must attach articles of incorporation of the domesticated corporation that satisfy the requirements of section 490.202. Provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation attached to the articles of domestication.
3. The articles of domestication shall be delivered to the secretary of state for filing, and shall take effect at the effective date determined in accordance with section 490.123.
4. If the domesticated corporation is a domestic corporation, the domestication becomes effective when the articles of domestication are effective. If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of the following:
a. The date and time provided by the organic law of the domesticated corporation.
b. When the articles of domestication are effective.
5. If the domesticating corporation is a registered foreign corporation, its registration statement shall be canceled automatically when the domestication becomes effective.
2021 Acts, ch 165, §131, 230; 2022 Acts, ch 1058, §12
Subsection 5 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.923 - Amendment of plan of domestication — abandonment.

490.923 Amendment of plan of domestication — abandonment.
1. A plan of domestication of a domestic corporation may be amended by any of the following manners:
a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
b. In the manner provided in the plan, except that a shareholder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(1) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, to be received by any of the shareholders of the domesticating corporation under the plan.
(2) The articles of incorporation or bylaws of the domesticated corporation that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the shareholders of the domesticated corporation under its organic law or its proposed articles of incorporation or bylaws as set forth in the plan.
(3) Any of the other terms or conditions of the plan, if the change would adversely affect the shareholder in any material respect.
2. After a plan of domestication has been adopted and approved by a domestic corporation as required by this part, and before the articles of domestication have become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.
3. If a domestication is abandoned after the articles of domestication have been delivered to the secretary of state for filing but before the articles of domestication have become effective, articles of abandonment, signed by the domesticating corporation, must be delivered to the secretary of state for filing before the articles of domestication become effective. The articles of abandonment take effect upon filing, and the domestication shall be deemed abandoned and shall not become effective. The articles of abandonment must contain all of the following:
a. The name of the domesticating corporation.
b. The date on which the articles of domestication were filed by the secretary of state.
c. A statement that the domestication has been abandoned in accordance with this section.
2021 Acts, ch 165, §132, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.930 - Conversion.

490.930 Conversion.
1. By complying with this subchapter, a domestic corporation may become any of the following:
a. A domestic eligible entity.
b. A foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.
2. By complying with this part and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion shall be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of such eligible entity. In either such case, the conversion thereafter may be effected as provided in the other provisions of this part; and for purposes of applying this subchapter in such a case all of the following apply:
a. The eligible entity, its members or interest holders, eligible interests and organic rules taken together, shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa, as the context may require.
b. If the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, that person or persons shall be deemed to be the board of directors.
3. By complying with the provisions of this part applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a business corporation in another jurisdiction.
4. If a protected agreement of a domestic converting corporation in effect immediately before the conversion becomes effective contains a provision applying to a merger of the corporation that is a converting entity and the agreement does not refer to a conversion of the corporation, the provision applies to a conversion of the corporation as if the conversion were a merger, until such time as the provision is first amended after the enactment date.
2021 Acts, ch 165, §134, 230
Referred to in §490.901, 490.1302