reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.403 - Registered name.

490.403 Registered name.
1. A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in section 490.401, subsection 1, paragraph “a”, if necessary for the corporate name to comply with section 490.401, subsection 1, paragraph “a”, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under section 490.401, subsection 2.
2. A foreign corporation registers its corporate name, or its corporate name with any addition permitted by subsection 1, by delivering to the secretary of state for filing an application that complies with all of the following:
a. Sets forth that name, the state or country and date of its incorporation, and a brief description of the nature of the business which is to be conducted in this state.
b. Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.
3. The name is registered for the applicant’s exclusive use upon the effective date of the application and for the remainder of the calendar year, unless renewed.
4. A foreign corporation whose name registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection 2, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.
5. a. A foreign corporation whose name registration is effective may thereafter do any of the following:
(1) Register to do business as a foreign corporation under the registered name, if it complies with section 490.401, subsection 1, paragraph “b”.
(2) Consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation.
b. The registration terminates when the domestic corporation is incorporated or the foreign corporation registers to do business under that name.
89 Acts, ch 288, §31; 2021 Acts, ch 165, §38, 230
Referred to in §488.108, 490.401, 504.401, 504.403, 504.1506, 524.310
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.501 - Registered office and agent of domestic and registered foreign corporations.

490.501 Registered office and agent of domestic and registered foreign corporations.
1. Each corporation shall continuously maintain in this state all of the following:
a. A registered office that may be the same as any of its places of business.
b. A registered agent, which may be any of the following:
(1) An individual who resides in this state and whose business office is identical with the registered office.
(2) A domestic or foreign corporation or eligible entity whose business office is identical with the registered office and, in the case of a foreign corporation or foreign eligible entity, is registered to do business in this state.
2. As used in this subchapter, “corporation” means both a domestic corporation and a registered foreign corporation.
89 Acts, ch 288, §32; 2015 Acts, ch 45, §1; 2021 Acts, ch 165, §39, 230
Referred to in §491.111, 624.23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.502 - Change of registered office or registered agent.

490.502 Change of registered office or registered agent.
1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the corporation.
b. The street and mailing addresses of its current registered office.
c. If the current registered office is to be changed, the street and mailing addresses of the new registered office.
d. The name of its current registered agent.
e. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the appointment.
f. That after the change or changes are made, the street and mailing addresses of its registered office and of the business office of its registered agent will be identical.
2. If the street or mailing address of a registered agent’s business office changes, the agent shall change the street or mailing address of the registered office of any corporation for which the agent is the registered agent by delivering a signed written notice of the change to the corporation and delivering to the secretary of state for filing a signed statement that complies with the requirements of subsection 1 and states that the corporation has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the business address and the address of the registered agent by filing a statement as required in subsection 2 for each corporation, or a single statement for all corporations named in the notice, except that it need be signed only by the registered agent and need not be responsive to subsection 1, paragraph “e”, and must recite that a copy of the statement has been mailed to each corporation named in the notice.
4. A corporation may also change its registered office or registered agent in its biennial report as provided in section 490.1621.
89 Acts, ch 288, §33; 96 Acts, ch 1170, §5; 97 Acts, ch 171, §11; 2006 Acts, ch 1089, §7; 2013 Acts, ch 31, §6, 82; 2021 Acts, ch 165, §40, 230
Referred to in §490.1621
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.503 - Resignation of registered agent.

490.503 Resignation of registered agent.
1. A registered agent may resign as agent for a corporation by delivering to the secretary of state for filing a statement of resignation signed by the agent which shall state all of the following:
a. The name of the corporation.
b. The name of the agent.
c. The agent resigns from serving as registered agent for the corporation.
d. The address of the corporation to which the agent will deliver the notice required by subsection 3.
2. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed by the secretary of state.
b. The designation of a new registered agent for the corporation.
3. A registered agent promptly shall deliver to the corporation notice of the date on which a statement of resignation was delivered to the secretary of state for filing.
4. When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.
5. A registered agent may resign with respect to a corporation regardless of whether the corporation is in good standing.
89 Acts, ch 288, §34; 96 Acts, ch 1170, §6; 2020 Acts, ch 1058, §4; 2021 Acts, ch 165, §41, 230
Referred to in §490.125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.504 - Service on corporation.

490.504 Service on corporation.
1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary at the corporation’s principal office. Service is perfected under this subsection at the earliest of the following:
a. The date the corporation receives the mail.
b. The date shown on the return receipt, if signed on behalf of the corporation.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
3. a. The secretary of state shall be an agent of the corporation upon whom process, notice, or demand may be served, if any of the following applies:
(1) The process, notice, or demand cannot be served on a corporation pursuant to subsection 1 or 2.
(2) The process, notice, or demand is to be served on a registered foreign corporation that has withdrawn its registration pursuant to section 490.1507 or 490.1509, or the registration of which has been terminated pursuant to section 490.1511.
b. Service of any process, notice, or demand on the secretary of state as agent for a corporation may be made by delivering to the secretary of state duplicate copies of the process, notice, or demand. If process, notice, or demand is served on the secretary of state, the secretary of state shall forward one of the copies by registered or certified mail, return receipt requested, to the corporation at the last address shown in the records of the secretary of state. Service is effected under this subsection at the earliest of the following:
(1) The date the corporation receives the process, notice, or demand.
(2) The date shown on the return receipt, if signed on behalf of the corporation.
(3) Five days after the process, notice, or demand is deposited with the United States mail by the secretary of state.
4. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
89 Acts, ch 288, §35; 96 Acts, ch 1170, §7; 2021 Acts, ch 165, §42, 230
Referred to in §490.1421, 490.1422, 490.1423, 490.1507, 490.1509, 490.1511, 624.23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.601 - Authorized shares.

490.601 Authorized shares.
1. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of shares of a class or series, describe the terms, including the preferences, rights, and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.
2. The articles of incorporation must authorize all of the following:
a. One or more classes or series of shares that together have full voting rights.
b. One or more classes or series of shares, which may be the same class, classes, or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
3. The articles of incorporation may authorize one or more classes or series of shares that have any of the following characteristics:
a. Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter.
b. Are redeemable or convertible as specified in the articles of incorporation in any of the following ways:
(1) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event.
(2) For cash, indebtedness, securities, or other property.
(3) At prices and in amounts specified or determined in accordance with a formula.
c. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
d. Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
4. The terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 490.120, subsection 11.
5. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
6. The description of the preferences, rights, and limitations of classes or series of shares in subsection 3 is not exhaustive.
89 Acts, ch 288, §36; 2007 Acts, ch 140, §4; 2021 Acts, ch 165, §43, 230
Referred to in §490.145, 490.602
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.602 - Terms of class or series determined by board of directors.

490.602 Terms of class or series determined by board of directors.
1. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following:
a. Classify any unissued shares into one or more classes or into one or more series within a class.
b. Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes.
c. Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
2. If the board of directors acts pursuant to subsection 1, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under section 490.601, of any of the following:
a. Any class of shares before the issuance of any shares of that class.
b. Any series within a class before the issuance of any shares of that series.
3. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection 1.
89 Acts, ch 288, §37; 2007 Acts, ch 140, §5; 2021 Acts, ch 165, §44, 230
Referred to in §490.804, 490.1005
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.603 - Issued and outstanding shares.

490.603 Issued and outstanding shares.
1. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
2. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection 3 and to section 490.640.
3. At all times that shares of the corporation are outstanding, one or more shares that together have full voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
89 Acts, ch 288, §38; 2021 Acts, ch 165, §45, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.604 - Fractional shares.

490.604 Fractional shares.
1. A corporation may issue fractions of a share or in lieu of doing so may do any of the following:
a. Pay in cash the value of fractions of a share.
b. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
c. Arrange for disposition of fractional shares by the holders of such shares.
2. Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by section 490.625, subsection 2.
3. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
4. The board of directors may authorize the issuance of scrip subject to any condition, including any of the following:
a. That the scrip will become void if not exchanged for full shares before a specified date.
b. That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
89 Acts, ch 288, §39; 2021 Acts, ch 165, §46, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.620 - Subscription for shares before incorporation.

490.620 Subscription for shares before incorporation.
1. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
2. The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
3. Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
4. If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation delivers a written demand for payment to the subscriber.
5. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 490.621.
89 Acts, ch 288, §40; 2013 Acts, ch 31, §7, 82; 2021 Acts, ch 165, §47, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.622 - Liability of shareholders.

490.622 Liability of shareholders.
1. A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
2. A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, subject to the following exceptions:
a. To the extent provided in a provision of the articles of incorporation permitted by section 490.202, subsection 2, paragraph “b”, subparagraph (5).
b. A shareholder may become personally liable by reason of the shareholder’s own acts or conduct.
89 Acts, ch 288, §42; 2021 Acts, ch 165, §49, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.623 - Share dividends.

490.623 Share dividends.
1. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.
2. Shares of one class or series shall not be issued as a share dividend in respect of shares of another class or series unless one or more of the following conditions are met:
a. The articles of incorporation so authorize.
b. A majority of the votes entitled to be cast by the class or series to be issued approve the issue.
c. There are no outstanding shares of the class or series to be issued.
3. The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date shall not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
89 Acts, ch 288, §43; 2021 Acts, ch 165, §50, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.624 - Share rights, options, warrants, and awards.

490.624 Share rights, options, warrants, and awards.
1. A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms and conditions upon which the rights, options, or warrants are issued and the terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
2. The terms and conditions of such rights, options, or warrants may include restrictions or conditions that do any of the following:
a. Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons.
b. Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.
3. The board of directors may authorize one or more officers to do any of the following:
a. Designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares.
b. Determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms of such rights, options, warrants, or awards to be received by the recipients, provided that an officer shall not use such authority to designate the officer or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.
89 Acts, ch 288, §44; 2007 Acts, ch 140, §6; 2008 Acts, ch 1031, §55, 116; 2013 Acts, ch 31, §8, 82; 2021 Acts, ch 165, §51, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.625 - Form and content of certificates.

490.625 Form and content of certificates.
1. Shares may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.
2. At a minimum, each share certificate must state on its face all of the following:
a. The name of the corporation and that it is organized under the law of this state.
b. The name of the person to whom issued.
c. The number and class of shares and the designation of the series, if any, the certificate represents.
3. a. If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize all of the following:
(1) The preferences, rights, and limitations applicable to each class and series.
(2) Any variations in preferences, rights, and limitations among the holders of the same class or series.
(3) The authority of the board of directors to determine the terms of future classes or series.
b. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
4. Each share certificate must be signed by two officers designated in the bylaws.
5. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
89 Acts, ch 288, §46; 2021 Acts, ch 165, §52, 230
Referred to in §490.604, 490.626
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.626 - Shares without certificates.

490.626 Shares without certificates.
1. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
2. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by section 490.625, subsections 2 and 3, and, if applicable, section 490.627.
89 Acts, ch 288, §47; 2021 Acts, ch 165, §53, 230
Referred to in §490.627, 490.732, 490.1702
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.627 - Restriction on transfer of shares.

490.627 Restriction on transfer of shares.
1. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
2. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 490.626, subsection 2. Unless so noted, or contained, a restriction is not enforceable against a person without knowledge of the restriction.
3. A restriction on the transfer or registration of transfer of shares is authorized for any of the following purposes:
a. To maintain the corporation’s status when it is dependent on the number or identity of its shareholders.
b. To preserve exemptions under federal or state securities law.
c. For any other reasonable purpose.
4. A restriction on the transfer or registration of transfer of shares may do any of the following:
a. Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares.
b. Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares.
c. Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.
d. Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
5. As used in this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
89 Acts, ch 288, §48; 2021 Acts, ch 165, §54, 230
Referred to in §490.626
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.628 - Reversion of disbursements to cooperative associations.

490.628 Reversion of disbursements to cooperative associations.
1. As used in this section, “disbursement” means an amount of any distribution or any other increment or sum realized or accruing from stock or other equity interest in a cooperative association organized under this chapter.
2. Once a person’s stock or other equity interest in a cooperative association organized under this chapter is deemed abandoned under section 556.5, any disbursement held by the cooperative association for or owing to the person shall be subject to the same requirements as provided in section 499.30A that apply to a cooperative association organized under chapter 499, including all of the following:
a. The retention of the disbursement in a reversion fund established by the cooperative association or the delivery of the disbursement to the treasurer of state.
b. The payment of the disbursement to a person filing a claim with the cooperative association who asserts an interest in the disbursement.
c. The forfeiture of the disbursement to the cooperative association, and the use of the forfeited disbursement by the cooperative association in order to teach and promote cooperation or provide for economic development, including creating economic opportunities for its shareholders.
2001 Acts, ch 142, §2
CS2001, §490.629
2021 Acts, ch 165, §216, 230
C2022, §490.628
Referred to in §556.5
Former §490.628 repealed by
2021 Acts, ch 165, §217, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.630 - Shareholders’ preemptive rights.

490.630 Shareholders’ preemptive rights.
1. The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
2. A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar effect, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
a. The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
b. A preemptive right may be waived by a shareholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
c. There is no preemptive right with respect to any of the following:
(1) Shares issued as compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or its affiliates.
(2) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or its affiliates.
(3) Shares authorized in the articles of incorporation that are issued within six months from the effective date of incorporation.
(4) Shares sold otherwise than for cash.
d. Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.
e. Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights.
f. Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.
3. As used in this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
89 Acts, ch 288, §50; 2006 Acts, ch 1089, §8; 2021 Acts, ch 165, §55, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.631 - Corporation’s acquisition of its own shares.

490.631 Corporation’s acquisition of its own shares.
1. A corporation may acquire its own shares and, except as may be otherwise provided pursuant to section 490.632, shares so acquired constitute authorized but unissued shares.
2. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
89 Acts, ch 288, §51; 90 Acts, ch 1205, §23; 2002 Acts, ch 1154, §12, 125
Referred to in §490.1005
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.632 - Reacquired shares as issued but not outstanding shares.

490.632 Reacquired shares as issued but not outstanding shares.
1. A corporation which, as of December 30, 1989, treated any of its shares which it had reacquired as issued but not outstanding shares may continue to treat those shares as issued but not outstanding shares.
2. If a corporation reacquires its own shares after December 30, 1989, but before January 1, 1991, those shares constitute issued but not outstanding shares as of and after their reacquisition if either of the following is applicable:
a. When the shares are reacquired, the articles of incorporation contain a provision specifying that reacquired shares constitute issued but not outstanding shares.
b. Prior to January 1, 1991, the board of directors adopts a resolution specifying that shares reacquired after December 30, 1989, and prior to January 1, 1991, constitute issued but not outstanding shares.
3. If a corporation reacquires its own shares after December 31, 1990, those shares constitute issued but not outstanding shares if, at the time they are reacquired by the corporation, either of the following is applicable:
a. The articles of incorporation contain a provision specifying that reacquired shares constitute issued but not outstanding shares.
b. The board of directors has adopted a resolution specifying that reacquired shares constitute issued but not outstanding shares.
4. Unless otherwise provided in its articles of incorporation, a corporation may at any time, by resolution adopted by its board of directors, cancel or otherwise restore to the status of authorized but unissued shares any of its shares which it has previously reacquired and treated as issued but not outstanding shares.
90 Acts, ch 1205, §24; 91 Acts, ch 97, §54
Referred to in §490.631
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.701 - Annual meeting.

490.701 Annual meeting.
1. Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 490.704, a corporation shall hold a meeting of shareholders annually, at a time stated in or fixed in accordance with the bylaws, at which directors shall be elected.
2. Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section 490.709, subsection 3, annual meetings may be held as follows:
a. In or out of this state at the place stated in or fixed in accordance with the bylaws.
b. If no place is stated in or fixed in accordance with the bylaws, at the corporation’s principal office.
3. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
89 Acts, ch 288, §53; 2013 Acts, ch 31, §9, 82; 2021 Acts, ch 165, §57, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.703 - Court-ordered meeting.

490.703 Court-ordered meeting.
1. The district court of the county where a corporation’s principal office, or, if none in this state, its registered office is located may summarily order a meeting to be held pursuant to any of the following:
a. On application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of six months after the end of the corporation’s fiscal year or fifteen months after its last annual meeting.
b. On application of one or more shareholders who signed a demand for a special meeting valid under section 490.702 if any of the following applies:
(1) Notice of the special meeting was not given within thirty days after the first day on which the requisite number of such demands have been delivered to the corporation.
(2) The special meeting was not held in accordance with the notice.
2. The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
3. For purposes of subsection 1, paragraph “a”, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
89 Acts, ch 288, §55; 2013 Acts, ch 31, §10, 82; 2021 Acts, ch 165, §60, 230
Referred to in §490.702, 490.705, 490.749
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.705 - Notice of meeting.

490.705 Notice of meeting.
1. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than sixty days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to section 490.709 for holders of any class or series of shares, the notice to the holders of such class or series of shares must describe the means of remote communication to be used. The notice must include the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.
2. Unless this chapter or the articles of incorporation require otherwise, the notice of an annual meeting of shareholders need not include a description of the purpose or purposes for which the meeting is called.
3. Notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called.
4. If not otherwise fixed under section 490.703 or 490.707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.
5. Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, if any, notice need not be given of the new date, time, or place, if any, if the new date, time, or place, if any, is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or must be fixed under section 490.707, notice of the adjourned meeting shall be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
89 Acts, ch 288, §57; 2013 Acts, ch 31, §12, 82; 2021 Acts, ch 165, §62, 230
Referred to in §490.702
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.706 - Waiver of notice.

490.706 Waiver of notice.
1. A shareholder may waive any notice required by this chapter, or the articles of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.
2. A shareholder’s attendance at a meeting does all of the following:
a. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
b. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
89 Acts, ch 288, §58; 2021 Acts, ch 165, §63, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.707 - Record date for meeting.

490.707 Record date for meeting.
1. The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date.
2. A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of shareholders and shall not be retroactive.
3. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
4. If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.
5. The record date or dates for a shareholders’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders’ meeting unless, in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.
89 Acts, ch 288, §59; 2013 Acts, ch 31, §13, 82; 2021 Acts, ch 165, §64, 230
Referred to in §490.702, 490.704, 490.705, 490.720
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.708 - Conduct of meeting.

490.708 Conduct of meeting.
1. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors.
2. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
3. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
4. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to such ballots, proxies, or votes may be accepted.
2002 Acts, ch 1154, §16, 125; 2021 Acts, ch 165, §65, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.709 - Remote participation in shareholders’ meetings.

490.709 Remote participation in shareholders’ meetings.
1. Shareholders of any class or series of shares 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 or series. 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 shareholders’ meeting 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.
2013 Acts, ch 31, §14, 82; 2021 Acts, ch 165, §66, 230
Referred to in §490.701, 490.702, 490.705
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.721 - Voting entitlement of shares.

490.721 Voting entitlement of shares.
1. Except as provided in subsections 2 and 4 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.
2. Shares of a corporation are not entitled to vote if they are owned by or otherwise belong to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
3. Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless they are held for the benefit of, or otherwise belong to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
4. Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
5. As used in this section, “voting power” means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governors of another entity.
89 Acts, ch 288, §61; 2021 Acts, ch 165, §68, 230