reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1509 - Withdrawal upon dissolution or conversion to certain nonfiling entities.

490.1509 Withdrawal upon dissolution or conversion to certain nonfiling entities.
1. A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved corporation or the converted domestic or foreign nonfiling entity and state:
a. In the case of a foreign corporation that has completed winding up all of the following:
(1) Its name and jurisdiction of formation.
(2) That the foreign corporation withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(3) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3.
b. In the case of a foreign corporation that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership all of the following:
(1) The name of the converting foreign corporation and its jurisdiction of formation.
(2) The type of the nonfiling entity to which it has converted and its name and jurisdiction of formation.
(3) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(4) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3.
2. After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504.
2021 Acts, ch 165, §195, 230
Referred to in §490.504
Former section 490.1509 stricken effective January 1, 2022, by
2021 Acts, ch 165, §195, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1510 - Transfer of registration.

490.1510 Transfer of registration.
1. If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign corporation and state all of the following:
a. The name of the registered foreign corporation and its jurisdiction of formation before the merger or conversion.
b. The name of the surviving or converted foreign corporation and its jurisdiction of formation after the merger or conversion and, if the name does not comply with section 490.401, an alternate name adopted pursuant to section 490.1506.
c. All of the following information regarding the surviving or converted foreign corporation after the merger or conversion:
(1) The street and mailing addresses of the principal office of the foreign corporation and, if the law of the foreign corporation’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
(2) The street and mailing addresses of the foreign corporation’s registered office in this state and the name of its registered agent at that office.
2. On the effective date of a transfer of registration statement as determined in accordance with section 490.123, the registration of the registered foreign corporation to do business in this state is transferred without interruption to the foreign corporation into which it has merged or to which it has been converted.
2021 Acts, ch 165, §196, 230
Referred to in §490.1504, 490.1506
Former section 490.1510 stricken effective January 1, 2022, by
2021 Acts, ch 165, §196, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1511 - Administrative termination of registration.

490.1511 Administrative termination of registration.
1. The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections 2 and 3, if any of the following applies:
a. The foreign corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
b. The foreign corporation does not deliver its biennial report to the secretary of state within sixty days after it is due.
c. The foreign corporation is without a registered agent or registered office in this state for sixty days or more.
d. The secretary of state has not been notified within sixty days that the foreign corporation’s registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
2. The secretary of state may terminate the registration of a registered foreign corporation by doing all of the following:
a. Filing a certificate of termination.
b. Delivering a copy of the certificate of termination to the foreign corporation’s registered agent or, if the foreign corporation does not have a registered agent, to the foreign corporation’s principal office.
3. The certificate of termination must state all of the following:
a. The effective date of the termination, which must be not less than sixty days after the secretary of state delivers the copy of the certificate of termination as prescribed in subsection 2, paragraph “b”.
b. The grounds for termination under subsection 1.
4. The registration of a registered foreign corporation ceases on the effective date of the termination as set forth in the certificate of termination, unless before that date the foreign corporation cures each ground for termination stated in the certificate of termination. If the foreign corporation cures each ground, the secretary of state shall file a statement that the certificate of termination is withdrawn.
5. After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504.
2021 Acts, ch 165, §197, 230; 2022 Acts, ch 1058, §13
Referred to in §490.504
Subsection 4 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1601 - Corporate records.

490.1601 Corporate records.
1. A corporation shall maintain all of the following records:
a. Its articles of incorporation as currently in effect.
b. Any notices to shareholders referred to in section 490.120, subsection 11, paragraph “e”, specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in section 490.120, subsection 11, paragraph “e”.
c. Its bylaws as currently in effect.
d. All written communications within the past three years to shareholders generally.
e. Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and board committees established under section 490.825.
f. A list of the names and business addresses of its current directors and officers.
g. Its most recent biennial report delivered to the secretary of state under section 490.1621.
2. A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements.
3. A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
4. A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of each shareholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of shares held by each such shareholder. In addition, if a shareholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of shareholders shall include the electronic mail or other electronic transmission address of the shareholder if notices or other communications are being delivered by the corporation to the shareholder at such electronic mail or other electronic transmission address pursuant to section 490.141, subsection 4. An electronic mail address of a shareholder shall be deemed to be provided by a shareholder if the electronic mail address is contained in a communication to the corporation by or on behalf of the shareholder unless the communication expressly indicates that the electronic mail address shall not be used to deliver notices or other communications.
5. A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
89 Acts, ch 288, §175; 97 Acts, ch 171, §19; 2007 Acts, ch 140, §11, 12; 2013 Acts, ch 31, §74, 82; 2021 Acts, ch 165, §199, 230; 2022 Acts, ch 1058, §4
Referred to in §490.141, 490.840, 490.1602
Subsection 4 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1603 - Scope of inspection right.

490.1603 Scope of inspection right.
1. A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under section 490.1602.
2. The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 490.1602 by furnishing to the shareholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
3. The corporation may comply at its expense with a shareholder’s demand to inspect the record of shareholders under section 490.1602, subsection 2, paragraph “d”, by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand.
4. The corporation may impose a reasonable charge to cover the costs of providing copies of documents to the shareholder, which may be based on an estimate of such costs.
89 Acts, ch 288, §177; 2002 Acts, ch 1154, §99, 125; 2013 Acts, ch 31, §76, 82; 2021 Acts, ch 165, §201, 230
Referred to in §490.720
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1604 - Court-ordered inspection.

490.1604 Court-ordered inspection.
1. If a corporation does not allow a shareholder who complies with section 490.1602, subsection 1, to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.
2. If a corporation does not within a reasonable time allow a shareholder who complies with section 490.1602, subsection 2, to inspect and copy the records required by that section, the shareholder who complies with section 490.1602, subsection 3, may apply to the district court in the county where the corporation’s principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
3. If the court orders inspection and copying of the records demanded under section 490.1602, subsection 2, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding shareholder and it shall also order the corporation to pay the shareholder’s expenses incurred to obtain the order, unless the corporation establishes that it refused inspection in good faith because of any of the following:
a. The corporation had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
b. The corporation required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding shareholder had been unwilling to agree.
89 Acts, ch 288, §178; 2013 Acts, ch 31, §77, 82; 2021 Acts, ch 165, §202, 230
Referred to in §490.1602
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1605 - Inspection of records by directors.

490.1605 Inspection of records by directors.
1. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
2. The district court of the county where the corporation’s principal office, or if none in this state, its registered office is located may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
3. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application.
2002 Acts, ch 1154, §100, 125; 2021 Acts, ch 165, §203, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1701 - Application of subchapter — definitions.

490.1701 Application of subchapter — definitions.
1. If a corporation elects to become a benefit corporation under this subchapter in the manner prescribed in this subchapter, it is subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such requirements apply. The inclusion of a provision in this subchapter does not imply that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This subchapter does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation.
2. As used in this subchapter:
a. “Benefit corporation” means a corporation that includes in its articles of incorporation a statement that the corporation is subject to this subchapter.
b. “Public benefit” means a positive effect, or reduction of negative effects, on one or more communities or categories of persons or entities, other than shareholders solely in their capacity as shareholders, or on the environment, including effects of an artistic, charitable, economic, educational, cultural, literary, medical, religious, social, ecological, or scientific nature.
c. “Public benefit provision” means a provision in the articles of incorporation which states that the corporation shall pursue one or more identified public benefits.
d. “Responsible and sustainable manner” means a manner that does all of the following:
(1) Pursues through the business of the corporation the creation of a positive effect on society and the environment, taken as a whole, that is material taking into consideration the corporation’s size and the nature of its business.
(2) Considers, in addition to the interests of shareholders, the interests of stakeholders known to be affected by the conduct of the business of the corporation.
2021 Acts, ch 165, §206, 230
Former section 490.1701 stricken effective January 1, 2022, by
2021 Acts, ch 165, §206, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1702 - Name — share certificates.

490.1702 Name — share certificates.
1. The name of a benefit corporation may contain the words “benefit corporation”, the abbreviation “B.C.”, or the designation “BC”, any of which shall be deemed to satisfy the requirements of section 490.401, subsection 1, paragraph “a”.
2. Any share certificate issued by a benefit corporation, and any information statement delivered by a benefit corporation pursuant to section 490.626, subsection 2, must note conspicuously that the corporation is a benefit corporation subject to this subchapter.
2021 Acts, ch 165, §207, 230
Former section 490.1702 stricken effective January 1, 2022, by
2021 Acts, ch 165, §207, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1703 - Certain amendments and transactions — votes required.

490.1703 Certain amendments and transactions — votes required.
1. Unless the articles of incorporation or bylaws require a greater vote, the approval of at least two-thirds of the voting power of the outstanding shares of the corporation entitled to vote thereon, and, if any class or series of shares is entitled to vote as a separate group on any such amendment or transaction, the approval of at least two-thirds of the outstanding shares of each such separate voting group entitled to vote thereon, shall be required for a corporation that is not a benefit corporation to do any of the following:
a. Amend its articles of incorporation to include a statement that it is subject to this subchapter.
b. Merge with or into, or enter into a share exchange with, another entity, or effect a domestication or conversion, if, as a result of the merger, share exchange, domestication, or conversion, the shares of any voting group would become, or be converted into or exchanged for the right to receive, shares of a benefit corporation or shares or interests in an entity subject to provisions of organic law analogous to those in this subchapter; provided, however, that in the case of this paragraph “b”, if the shares of one or more, but not all, voting groups are so affected, then only the shares in the voting groups so affected shall be entitled to vote under this subsection.
2. Unless the articles of incorporation or bylaws require a greater vote, the approval of at least two-thirds of the voting power of the outstanding shares of the corporation entitled to vote thereon and, if any class or series of shares is entitled to vote as a separate group on any such amendment or transaction, the approval of at least two-thirds of the voting power of the outstanding shares of each such separate voting group, shall be required for a benefit corporation to do any of the following:
a. Amend its articles of incorporation to eliminate a statement that the corporation is subject to this subchapter.
b. Merge with or into, or enter into a share exchange with, another entity, or effect a domestication or conversion if, as a result of the merger, share exchange, domestication, or conversion, the shares of any voting group would become, or be converted into or exchanged for the right to receive, shares or interests in an entity that is neither a benefit corporation nor an entity subject to provisions of organic law analogous to those in this subchapter; provided, however, that in the case of this paragraph “b”, if the shares of one or more, but not all, voting groups are so affected, then only the shares in the voting groups so affected shall be entitled to vote under this subsection.
3. The vote required under subsections 1 and 2 is in addition to any vote otherwise required under this chapter.
2021 Acts, ch 165, §208, 230
Former section 490.1703 stricken effective January 1, 2022, by
2021 Acts, ch 165, §208, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1704 - Duties of directors.

490.1704 Duties of directors.
1. Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act according to all of the following:
a. In a responsible and sustainable manner.
b. In a manner that pursues the public benefit or benefits identified in any public benefit provision.
2. In fulfilling the duties under subsection 1, a director shall consider, to the extent affected, in addition to the interests of shareholders generally, the separate interests of stakeholders known to be affected by the business of the corporation including all of the following:
a. The employees and workforces of the corporation, its subsidiaries, and its suppliers.
b. Customers.
c. Communities or society, including those of each community in which offices or facilities of the corporation, its subsidiaries, or its suppliers are located.
d. The local and global environment.
3. A director of a benefit corporation shall not, by virtue of the duties imposed by subsections 1 and 2, owe any duty to a person other than the benefit corporation due to any interest of the person in the status of the corporation as a benefit corporation or in any public benefit provision.
4. Unless otherwise provided in the articles of incorporation, the violation by a director of the duties imposed by subsections 1 and 2 shall not constitute an intentional infliction of harm on the corporation or the shareholders for the purposes of section 490.202, subsection 2, paragraphs “d” and “e”.
2021 Acts, ch 165, §209, 230; 2022 Acts, ch 1058, §7
Referred to in §490.1705
Subsection 4 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1706 - Rights of action.

490.1706 Rights of action.
1. Except in a proceeding authorized under section 490.1705, subsection 3, or this section, no person other than the corporation, or a shareholder in the right of the corporation pursuant to subsection 2, may bring an action or assert a claim with respect to the violation of any duty applicable to a benefit corporation or any of its directors under this subchapter.
2. Except for a proceeding brought under section 490.1705, subsection 3, a proceeding by a shareholder of a benefit corporation claiming violation of any duty applicable to a benefit corporation or any of its directors under this subchapter is subject to all of the following:
a. The proceeding must be brought in a derivative proceeding pursuant to subchapter VII, part 4.
b. The proceeding may be brought only by a shareholder of the benefit corporation that at the time of the act or omission complained of either individually, or together with other shareholders bringing such action collectively, owned directly or indirectly at least five percent of a class of the corporation’s outstanding shares or, in the case of a corporation with shares traded on an organized market as described in section 490.1302, subsection 2, paragraph “a”, subparagraph (2), either that percentage of shares or shares with a market value of at least five million dollars at the time the proceeding is commenced.
3. A suit under subsection 2 shall not be maintained if, during the pendency of the suit, the shareholder individually fails, or the shareholders collectively fail, to continue to own directly or indirectly the lesser of the number of shares owned at the time the proceeding is commenced or five percent of a class of the corporation’s shares.
2021 Acts, ch 165, §211, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1802 - Application to existing foreign corporations.

490.1802 Application to existing foreign corporations.
A foreign corporation registered or authorized to do business in this state on January 1, 2022, is subject to this chapter, is deemed to be registered to do business in this state, and is not required to file a foreign registration statement under this chapter.
2021 Acts, ch 165, §213, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1803 - Savings provisions.

490.1803 Savings provisions.
1. Except as to procedural provisions, division I of
2021 Iowa Acts, ch. 165
, does not affect a pending action or proceeding or a right accrued before January 1, 2022, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if division I of
2021 Iowa Acts, ch. 165
, had not become effective.
2. If a penalty or punishment for violation of a statute or rule is reduced by division I of
2021 Iowa Acts, ch. 165
, the penalty, if not already imposed, shall be imposed in accordance with division I of
2021 Iowa Acts, ch. 165
.
3. In the event that any provision of this chapter is deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by section 102(a)(2) of that federal Act.
2021 Acts, ch 165, §214, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.1804 - Severability.

490.1804 Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application.
2021 Acts, ch 165, §215, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490A - LIMITED LIABILITY COMPANIES

CHAPTER 490A
LIMITED LIABILITY COMPANIES
Repealed by its own terms effective December 31, 2010;
2008 Acts, ch 1162, §153, 155
; see chapter 489
Chapter 489 governs limited liability companies formed on or
after January 1, 2009; and all limited liability companies
on and after January 1, 2011; option for companies
formed under this chapter to come under chapter 489
prior to that date; see §489.1304
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.1 - Who may incorporate.

491.1 Who may incorporate.
Any number of persons may become incorporated under this chapter prior to July 1, 1971, for the transaction of any lawful business, but the incorporation confers no power or privilege not possessed by natural persons, except as provided in this chapter. All domestic corporations shall be organized under chapter 490, except as expressly provided otherwise in chapter 490.
[C51, §673; R60, §1150; C73, §1058; C97, §1607; C24, 27, 31, 35, 39, §8339; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.1]
83 Acts, ch 101, §106; 89 Acts, ch 83, §65; 89 Acts, ch 288, §186
Referred to in §521A.14
Consolidation or merger involving domestic mutual insurance companies, merger involving foreign or domestic stock insurance companies, and merger involving domestic health maintenance organizations or limited service organizations, see §521.2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.2 - Single person.

491.2 Single person.
Except as otherwise provided by law, a single person may incorporate under the provisions of this chapter, thereby entitling that person to all the privileges and immunities provided herein, but if the person adopts the name of an individual or individuals as that of the corporation, the person must add thereto the word “incorporated”.
[C51, §702; R60, §1179; C73, §1088; C97, §1608; C24, 27, 31, 35, 39, §8340; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.2]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.3 - Powers.

491.3 Powers.
Among the powers of such corporations are the following:
1. To have perpetual succession.
2. To sue and be sued by its corporate name.
3. To have a common seal, which it may alter at pleasure.
4. To render the interests of the stockholders transferable.
5. To exempt the private property of its members from liability for corporate debts, except as otherwise declared.
6. To make contracts and acquire and transfer property, possessing the same powers in such respects as natural persons.
7. To establish bylaws, and make all rules and regulations necessary for the management of its affairs.
8. A corporation organized under or subject to this chapter may make indemnification as provided in sections 490.850 through 490.859.
[C51, §674; R60, §1151; C73, §1059; C97, §1609; C24, 27, 31, 35, 39, §8341; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.3]
83 Acts, ch 71, §2; 90 Acts, ch 1205, §29; 2002 Acts, ch 1154, §102, 125; 2015 Acts, ch 29, §63; 2015 Acts, ch 30, §160
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.5 - Articles adopted and filed — recording.

491.5 Articles adopted and filed — recording.
1. Before commencing any business except their own organization, they must adopt articles of incorporation, which must be signed and acknowledged by the incorporators. Said articles shall then be forwarded to the secretary of state. Upon the filing of such articles, the secretary of state shall issue a certificate of incorporation and record said articles in a book kept for that purpose.
2. Such articles shall contain:
a. Name of corporation and its principal place of business.
b. The objects for which it is formed.
c. The amount of authorized capital stock, the classes of stock and number of shares authorized, with the par value and conditions of each class of such shares, and the time when and conditions under which it is to be paid in.
d. The time of commencement and existence of the corporation.
e. The names and addresses of the incorporators and the officers or persons its affairs are to be conducted by, and the times when and manner in which such officers will be elected.
f. Whether private property is to be exempt from corporate debts.
g. The manner in which the articles may be amended.
h. Any provision eliminating or limiting the personal liability of a director to the corporation or its shareholders or members for money damages as provided in section 490.202, subsection 2, paragraph “d”, except that section 490.202, subsection 2, paragraph “d”, subparagraph (1), subparagraph division (c), shall have no application.
i. Any provision permitting or making obligatory indemnification of a director as provided in section 490.202, subsection 2, paragraph “e”, except that section 490.202, subsection 2, paragraph “e”, subparagraph (3), shall have no application.
[C51, §675; R60, §1152; C73, §1060; C97, §1610; S13, §1610; C24, 27, 31, 35, 39, §8343; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.5]
87 Acts, ch 212, §2; 88 Acts, ch 1170, §3; 94 Acts, ch 1055, §4; 2003 Acts, ch 66, §5, 6; 2012 Acts, ch 1023, §151, 157
Referred to in §9.11, 491.10, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.5A - Secretary of state — extra services — surcharge.

491.5A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §258
Referred to in §491.10
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.6 - Filing or refusal to file.

491.6 Filing or refusal to file.
When articles of incorporation are presented to the secretary of state for the purpose of being filed, if the secretary is satisfied that they are in proper form to meet the requirements of law, that their object is a lawful one and not against public policy, that their plan for doing business, if any be provided for, is honest and lawful, the secretary shall file them; but if the secretary is of the opinion that they are not in proper form to meet the requirements of the law, or that their object is an unlawful one, or against public policy, or that their plan for doing business is dishonest or unlawful, the secretary shall refuse to file them.
[S13, §1610; C24, 27, 31, 35, 39, §8344; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.6]
Referred to in §491.10, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.7 - Question of legality submitted.

491.7 Question of legality submitted.
Should a question of doubt arise as to the legality of the articles, the secretary of state shall submit them to the attorney general whose duty it shall be to forthwith examine and return them with an opinion in writing touching the point or points concerning which inquiry has been made of the attorney general.
[S13, §1610; C24, 27, 31, 35, 39, §8345; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.7]
Referred to in §491.10, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.8 - Action on opinion.

491.8 Action on opinion.
If such opinion is in favor of the legality of the articles, and no other objections are apparent, they shall then, upon payment of the proper fee, be filed and otherwise dealt with as the law provides. If, however, such opinion be against their legality they shall not be filed.
[S13, §1610; C24, 27, 31, 35, 39, §8346; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.8]
Referred to in §491.10, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.9 - Submission to executive council.

491.9 Submission to executive council.
Upon the rejection of any articles of incorporation by the secretary of state, except for the reason that they have been held by the attorney general to be illegal, they shall, if the person or persons presenting them so request, be submitted to the executive council, which shall, as soon as practicable, consider the said articles and if the council determines that the articles are in proper form, of honest purpose, not against public policy, nor otherwise objectionable, it shall so advise the secretary of state in writing, whereupon the secretary shall, upon the payment of the proper fees, file the same and proceed otherwise as the law directs; but if the council sustains the previous action of the secretary of state in rejecting said articles, such decision by the council shall be reported to the secretary of state in writing, and the secretary shall then return said articles to the person or persons presenting them with such explanation as shall be proper in the case.
[C13, §1610; C24, 27, 31, 35, 39, §8347; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.9]
Referred to in §491.10, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.10 - Interpretative clause.

491.10 Interpretative clause.
Nothing in sections 491.5 through 491.9 shall be construed as repealing or modifying any statute now in force in respect to the approval of articles of incorporation relating to insurance companies or investment companies.
[S13, §1610; C24, 27, 31, 35, 39, §8348; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.10]
2012 Acts, ch 1017, §90; 2021 Acts, ch 80, §313
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.11 - Incorporation fee.

491.11 Incorporation fee.
Corporations organized for a period of years shall pay the secretary of state, before a certificate of incorporation is issued, a fee of fifty dollars.
[C97, §1610; S13, §1610; C24, 27, 31, 35, 39, §8349; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.11]
93 Acts, ch 126, §10
Referred to in §491.28, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.13 - Place of business.

491.13 Place of business.
1. Any corporation organized under the laws of this state shall fix upon and designate in its articles of incorporation its principal place of business which must be in this state, and if outside the limits of a city then its post office address must be given. The place of business so designated shall not be changed except through an amendment to its articles of incorporation.
2. When a corporation changes its principal place of business from one county to another, an amendment for this purpose shall be filed with the secretary of state, recorded in the office of the recorder of deeds of the county of the previous place of business, and then said amendment together with the articles of incorporation and all amendments thereto shall be filed with the recorder of deeds of the county to which said corporation’s principal place of business is changed.
[C97, §1612; S13, §1612; C24, 27, 31, 35, 39, §8353; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.13]
2018 Acts, ch 1041, §127
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.14 - Custody of office — business maintained.

491.14 Custody of office — business maintained.
Its place of business shall be in charge of an agent of the corporation and shall be the place where it shall hold its stockholders’ meetings, keep a record of its proceedings and its stock and transfer books. The board of directors may designate by resolution some other place in the county where business of the corporation is transacted as the place for holding a stockholders’ meeting if notice is mailed to the stockholders at least twenty days prior to each meeting informing the stockholders of the place, date, and hour of the stockholders’ meeting.
[C97, §1612; S13, §1612; C24, 27, 31, 35, 39, §8354; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.14]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.15 - Service of original notice — secretary of state.

491.15 Service of original notice — secretary of state.
Any corporation organized under the laws of this state that does not maintain an office in the county of its organization may file with the secretary of state a certified copy of a resolution of the board of directors of said corporation giving name and address in Iowa of a resident agent on whom the service of original notice of civil suit in the courts of this state may be served, or file with the secretary of state a written instrument duly signed and acknowledged authorizing the secretary of state to acknowledge service of notice or process for and in behalf of such corporation in this state and consenting that service of notice or process may be made upon the secretary of state. Failing which, or in the event such agent may not be found within the state, service of such process may then be made upon said corporation through the secretary of state by sending the original and two copies thereof to the secretary, and the secretary shall immediately upon its receipt acknowledge service thereon in behalf of the defendant corporation by writing thereon, giving the date thereof, and shall immediately return such notice or process by certified mail to the clerk of the court in which the suit is pending, addressed by the clerk’s official title, and shall also forthwith mail a copy with a copy of the secretary’s acknowledgment of service written thereon, by certified mail addressed to the corporation at the address of its principal place of business as shown by the records in the secretary of state’s office, and shall retain the second copy for the secretary’s files.
[C97, §1612; S13, §1612; C24, 27, 31, 35, 39, §8355, 8356; C46, 50, §491.15, 491.16; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.15]
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.16 - Indemnification of officers, directors, employees, and agents — insurance.

491.16 Indemnification of officers, directors, employees, and agents — insurance.
Sections 490.850 through 490.859 apply to corporations organized under or subject to this chapter.
[C71, 73, 75, 77, 79, 81, §491.16]
83 Acts, ch 71, §3; 90 Acts, ch 1205, §30; 2002 Acts, ch 1154, §103, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.16A - Directors and officers — duties and liabilities.

491.16A Directors and officers — duties and liabilities.
Sections 490.830, 490.831, and 490.832, sections 490.840 through 490.842, sections 490.860 through 490.863, and section 490.870 apply to corporations organized under or subject to this chapter.
2003 Acts, ch 66, §7; 2018 Acts, ch 1136, §5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.17 - Remote participation in meetings of shareholders.

491.17 Remote participation in meetings of shareholders.
1. Shareholders of any class may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class. Participation as a shareholder by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection 2.
2. Shareholders participating in a meeting of shareholders by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:
a. Verify that each person participating remotely as a shareholder is a shareholder.
b. Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
3. Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection 2.
2021 Acts, ch 165, §231, 248
Referred to in §491.104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.19 - Commencement of business.

491.19 Commencement of business.
The corporation may commence business as soon as the articles of incorporation are filed with the secretary of state.
[C51, §679; R60, §1156; C73, §1064; C97, §1614; C24, 27, 31, 35, 39, §8359; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.19]
2014 Acts, ch 1074, §1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.20 - Amendments — fees.

491.20 Amendments — fees.
1. Amendments to articles of incorporation making changes in any of the provisions of the articles may be made at any annual meeting of the stockholders or special meeting called for that purpose, and they shall be valid only when approved by the shareholders and filed with the secretary of state. If no increase is made in the amount of capital stock, a certificate fee of one dollar and a recording fee of fifty cents per page must be paid. Where capital stock is increased the certificate fee shall be omitted but there shall be paid a recording fee of fifty cents per page and in addition a filing fee which in case of corporations existing for a period of years shall be one dollar per thousand of such increase and in case of corporations empowered to exist perpetually shall be one dollar and ten cents per thousand of such increase. Corporations providing for perpetual existence by amendment to its articles shall, at the time of filing such amendment, pay to the secretary of state a fee of one hundred dollars together with a recording fee of fifty cents per page, and, for all authorized capital stock in excess of ten thousand dollars, an additional fee of one dollar ten cents per thousand.
2. a. Its articles of incorporation to the contrary notwithstanding, if three-fourths of the voting stock of any corporation organized under the provisions of this chapter, with assets of the value of one million dollars or more, is owned by individuals owning not more than one share each of the voting stock thereof, said articles may be amended at any regular or special meeting of stockholders, when a notice in writing of the substance of the proposed amendment has been mailed by ordinary mail to each voting stockholder of such corporation not more than ninety nor less than sixty days prior to said meeting, by the affirmative vote of two-thirds of the voting stock represented at said meeting when said amendment is approved by the affirmative vote of two-thirds of the members of the board of directors at a meeting prior to the mailing of said notice.
b. If such corporation is renewed under the provisions of section 491.25, the voting stock of dissenting stockholders or any portion thereof may be purchased by the corporation at its option as provided in section 491.25.
[C51, §680; R60, §1157; C73, §1065; C97, §1615; S13, §1615; C24, 27, 31, 35, 39, §8360; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.20]
2014 Acts, ch 1074, §2; 2015 Acts, ch 29, §64
Referred to in §9.11, 491.24, 491.26, 491.107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.21 - Signing and acknowledging of amendments.

491.21 Signing and acknowledging of amendments.
Such amendments need only be signed and acknowledged by such officers of the corporation as may be designated by the stockholders to perform such act.
[C97, §1615; S13, §1615; C24, 27, 31, 35, 39, §8361; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.21]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.22 - Individual property liable.

491.22 Individual property liable.
A failure to substantially comply with the foregoing requirements in relation to organization and publicity shall render the individual property of the stockholders liable for the corporate debts; but corporators and stockholders in railway and street railway companies shall be liable only for the amount of stock held by them therein.
[C51, §689; R60, §1166, 1338; C73, §1068; C97, §1616; C24, 27, 31, 35, 39, §8362; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.22]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.23 - Dissolution — filing a statement with secretary of state.

491.23 Dissolution — filing a statement with secretary of state.
A corporation may be dissolved prior to the period fixed in the articles of incorporation, by unanimous consent, or in accordance with the provisions of its articles, if a statement swearing to the dissolution, signed by the officers of such corporation, is filed with the secretary of state. A fee of one dollar shall apply to the filing of the statement.
[C51, §682, 683; R60, §1159, 1160; C73, §1066, 1067; C97, §1617; C24, 27, 31, 35, 39, §8363; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.23]
94 Acts, ch 1055, §5; 2014 Acts, ch 1074, §3; 2015 Acts, ch 30, §161
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT › Section 491.24 - Duration.

491.24 Duration.
Corporations for the construction and operation, or the operation alone, of steam railways, interurban railways, and street railways, or for the transaction of the business of life insurance, may be formed to endure fifty years; those for other purposes, not to exceed twenty years; provided, however, that in addition to the power herein granted to incorporate for a period of years, corporations hereafter organized or now existing may have perpetual existence by so providing in the articles of incorporation or by amendment thereto pursuant to section 491.20.
[C51, §681; R60, §1158; C73, §1069; C97, §1618; S13, §1618; C24, 27, 31, 35, 39, §8364; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.24]