reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.812 - Procedure for and effect of administrative dissolution.

501.812 Procedure for and effect of administrative dissolution.
1. If the secretary of state determines that one or more grounds exist under section 501.811 for dissolving a cooperative, the secretary of state shall serve the cooperative with written notice of the secretary of state’s determination under section 501.106.
2. If the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 501.106, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative under section 501.106.
3. A cooperative administratively dissolved continues its existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 501.805 and notify claimants under sections 501.807 and 501.808.
4. The administrative dissolution of a cooperative does not terminate the authority of its registered agent.
5. The secretary of state’s administrative dissolution of a cooperative pursuant to this section appoints the secretary of state the cooperative’s agent for service of process in any proceeding based on a cause of action which arose during the time the cooperative was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the cooperative. Upon receipt of process, the secretary of state shall serve a copy of the process on the cooperative as provided in section 501.106. This subsection does not preclude service on the cooperative’s registered agent, if any.
98 Acts, ch 1152, §60, 69
Referred to in §501.104, 501.811, 501.813
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.813 - Reinstatement following administrative dissolution.

501.813 Reinstatement following administrative dissolution.
1. A cooperative administratively dissolved under section 501.812 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements:
a. Recite the name of the cooperative at its date of dissolution and the effective date of its administrative dissolution.
b. State that the ground or grounds for dissolution have been eliminated.
c. If the application is received more than five years after the effective date of the cooperative’s dissolution, state a name that satisfies the requirements of section 501.104.
d. State the federal tax identification number of the cooperative.
2. a. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the cooperative. If the department reports to the secretary of state that a filing delinquency or liability exists against the cooperative, the secretary of state shall not cancel the certificate of dissolution until the filing delinquency or liability is satisfied.
b. (1) If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the document, and deliver a copy to the cooperative under section 501.106.
(2) If the name of the cooperative as provided in subsection 1, paragraph “c”, is different than the name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the articles of association insofar as it pertains to the name. A cooperative shall not relinquish the right to retain its name if the reinstatement is effective within five years of the effective date of the cooperative’s dissolution.
3. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred.
98 Acts, ch 1152, §61, 69; 2003 Acts, ch 145, §286; 2006 Acts, ch 1089, §43 – 45; 2010 Acts, ch 1040, §4; 2020 Acts, ch 1118, §26
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.814 - Appeal from denial of reinstatement.

501.814 Appeal from denial of reinstatement.
1. If the secretary of state denies a cooperative’s application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under section 501.106 with a written notice that explains the reason or reasons for denial.
2. The cooperative may appeal the denial of reinstatement to the district court within thirty days after service of the notice of denial is perfected. The cooperative appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state’s certificate of dissolution, the cooperative’s application for reinstatement, and the secretary of state’s notice of denial.
3. The court may summarily order the secretary of state to reinstate the dissolved cooperative or may take other action the court considers appropriate.
4. The court’s final decision may be appealed as in other civil proceedings.
98 Acts, ch 1152, §62, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.821 - Grounds for judicial dissolution.

501.821 Grounds for judicial dissolution.
The district court may dissolve a cooperative in any of the following ways:
1. A proceeding by the attorney general, if it is established that either of the following apply:
a. The cooperative obtained its articles of association through fraud.
b. The cooperative has continued to exceed or abuse the authority conferred upon it by law.
2. A proceeding by a member if it is established that any of the following conditions exist:
a. The directors are deadlocked in the management of the cooperative’s affairs, the members are unable to break the deadlock, and either irreparable injury to the cooperative is threatened or being suffered, or the business and affairs of the cooperative can no longer be conducted to the advantage of the interest holders generally, because of the deadlock.
b. The directors or those in control of the cooperative have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.
c. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired.
d. The cooperative’s assets are being misapplied or wasted.
3. A proceeding by a creditor if it is established that either of the following apply:
a. The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the cooperative is insolvent.
b. The cooperative has admitted in writing that the creditor’s claim is due and owing and the cooperative is insolvent.
4. A proceeding by the cooperative to have its voluntary dissolution continued under court supervision.
98 Acts, ch 1152, §63, 69
Referred to in §501.822, 501.824
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.822 - Procedure for judicial dissolution.

501.822 Procedure for judicial dissolution.
1. Venue for a proceeding by the attorney general to dissolve a cooperative lies in Polk county district court. Venue for a proceeding brought by any other party named in section 501.821 lies in the county where a cooperative’s principal office or, if not in this state, its registered office is or was last located.
2. It is not necessary to make interest holders parties to a proceeding to dissolve a cooperative unless relief is sought against them individually.
3. A court in a proceeding brought to dissolve a cooperative may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the cooperative’s assets wherever located, and carry on the business of the cooperative until a full hearing can be held.
98 Acts, ch 1152, §64, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.823 - Receivership or custodianship.

501.823 Receivership or custodianship.
1. A court in a judicial proceeding brought to dissolve a cooperative may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the cooperative. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the cooperative and all its property wherever located.
2. The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time.
a. Among other powers, the receiver may do any of the following:
(1) Dispose of all or any part of the assets of the cooperative wherever located, at a public or private sale, if authorized by the court.
(2) Sue and defend in the receiver’s own name as receiver of the cooperative in all courts of this state.
b. The custodian may exercise all of the powers of the cooperative, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the cooperative in the best interests of its interest holders and creditors.
4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the cooperative, its interest holders, and creditors.
5. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the cooperative or proceeds from the sale of the assets.
98 Acts, ch 1152, §65, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.824 - Decree of dissolution.

501.824 Decree of dissolution.
1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 501.821 exist, it may enter a decree dissolving the cooperative and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
2. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the cooperative’s business and affairs in accordance with section 501.805 and the notification of claimants in accordance with sections 501.807 and 501.808.
98 Acts, ch 1152, §66, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.831 - Deposit with state treasurer.

501.831 Deposit with state treasurer.
Assets of a dissolved cooperative that should be transferred to a creditor, claimant, or interest holder of the cooperative who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or interest holder furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official shall pay the creditor, claimant, or interest holder or that person’s representative the amount.
98 Acts, ch 1152, §67, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.103 - Requirements for signatures on documents.

501A.103 Requirements for signatures on documents.
A document is signed when a person has affixed the person’s name on a document. A person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members must sign the document. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner reproduced on the document.
2005 Acts, ch 135, §3; 2006 Acts, ch 1030, §52
Referred to in §501A.231
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.201 - General filing requirements.

501A.201 General filing requirements.
1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing.
2. The document must be one that this chapter requires or permits to be filed with the secretary.
3. The document must contain the information required by this chapter. The document may contain other information as well.
4. The document must be typewritten or printed. The typewritten or printed portion shall be in black ink. Manually signed photocopies, or other reproduced copies, including facsimiles and other electronically or computer-generated copies of typewritten or printed documents may be filed.
5. The document must be in the English language. A cooperative’s name need not be in English if written in English letters or Arabic or Roman numerals. The articles, duly authenticated by the official having custody of the applicable records in the state or country under whose law the cooperative is formed, which are required of cooperatives, need not be in English if accompanied by a reasonably authenticated English translation.
6. The document must be executed by one of the following persons:
a. An officer of the cooperative, or if no officer has been selected, by any patron member of the cooperative.
b. If the cooperative has not been organized, by the organizers of the cooperative as provided in subchapter V.
c. If the cooperative is in the hands of a receiver, trustee, or other court-appointed fiduciary, that fiduciary.
7. The person executing the document shall sign the document and state beneath or opposite the person’s signature, the person’s name, and the capacity in which the person signs.
8. If, pursuant to any provision of this chapter, the secretary has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.
9. The document must be delivered to the secretary for filing and must be accompanied by the correct filing fee as provided in this subchapter.
2005 Acts, ch 135, §4
Referred to in §501A.202, 501A.504
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.201A - Secretary of state — extra services — surcharge.

501A.201A 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, §261
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.202 - Filing duty of secretary of state.

501A.202 Filing duty of secretary of state.
1. If a document delivered to the secretary for filing satisfies the requirements of section 501A.201, the secretary shall file it and issue any necessary certificate.
2. The secretary files a document by recording it as filed on the date and at the time of receipt. After filing a document, and except as provided in section 501A.204, the secretary shall deliver the document, and an acknowledgment of the date and time of filing, to the domestic cooperative or foreign cooperative or its representative.
3. If the secretary refuses to file a document, the secretary shall return it to the domestic cooperative or foreign cooperative or its representative within ten days after the document was received by the secretary, together with a brief, written explanation of the reason for the refusal.
4. The secretary’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following:
a. Affect the validity or invalidity of the document in whole or in part.
b. Relate to the correctness or incorrectness of information contained in the document.
c. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
2005 Acts, ch 135, §5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.203 - Effective time and date of documents.

501A.203 Effective time and date of documents.
1. Except as provided in subsection 2 and section 501A.204, subsection 3, a document accepted for filing is effective at the later of the following times:
a. At the time of filing on the date the document is filed, as evidenced by the secretary’s date and time endorsement on the original document.
b. At the time specified in the document as its effective time on the date the document is filed.
2. A document may specify a delayed effective time and date, and if the document does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date the document is filed.
2005 Acts, ch 135, §6
Referred to in §501A.231
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.204 - Correcting filed documents.

501A.204 Correcting filed documents.
1. A domestic cooperative or foreign cooperative may correct a document filed by the secretary if the document satisfies any of the following requirements:
a. Contains an incorrect statement.
b. Was defectively executed, attested, sealed, verified, or acknowledged.
2. A document is corrected by complying with all of the following:
a. By preparing articles of correction that satisfy all of the following requirements:
(1) Describe the document, including its filing date, or attach a copy of the document to the articles.
(2) Specify the incorrect statement and the reason the statement is incorrect or the manner in which the execution was defective.
(3) Correct the incorrect statement or defective execution.
b. By delivering the articles of correction to the secretary for filing.
3. Articles of correction are effective on the effective date of the document the articles correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
2005 Acts, ch 135, §7
Referred to in §9.14, 501A.202, 501A.203
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.205 - Fees.

501A.205 Fees.
1. The secretary shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing:
a. Articles of organization $ 50
b. Application for use of indistinguishable
name $ 10
c. Application for reserved name $ 10
d. Notice of transfer of reserved name $ 10
e. Application for registered name per month
or part thereof $ 2
f. Application for renewal of registered
name $ 20
g. Statement of change of registered agent
or registered office or both No fee
h. Agent’s statement of change of registered
office for each affected cooperative No fee
i. Agent’s statement of resignation No fee
j. Amendment of articles of organization $ 50
k. Restatement of articles of organization
with amendment of articles $ 50
l. Articles of merger $ 50
m. Articles of dissolution $ 5
n. Articles of revocation of dissolution $ 5
o. Certificate of administrative dissolution No fee
p. Application for reinstatement following
administrative dissolution $ 5
q. Certificate of reinstatement No fee
r. Certificate of judicial dissolution No fee
s. Application for certificate of authority $100
t. Application for amended certificate of
authority $100
u. Application for certificate of cancellation
$ 10
v. Certificate of revocation of authority
to transact business No fee
w. Articles of correction $ 5
x. Application for certificate of existence or
authorization $ 5
y. Any other document required or
permitted to be filed by this chapter $ 5
2. The secretary shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
3. The secretary shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic cooperative or foreign cooperative:
a. One dollar a page for copying.
b. Five dollars for the certificate.
2005 Acts, ch 135, §8
Referred to in §9.11, 501A.503
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.206 - Forms.

501A.206 Forms.
1. a. The secretary may prescribe and furnish on request forms, including but not limited to the following:
(1) An application for a certificate of existence.
(2) A foreign cooperative’s application for a certificate of authority to transact business in this state.
(3) A foreign cooperative’s application for a certificate of withdrawal.
b. If the secretary so requires, use of these listed forms prescribed by the secretary is mandatory.
2. The secretary may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
2005 Acts, ch 135, §9; 2012 Acts, ch 1023, §157
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.207 - Appeal from secretary of state’s refusal to file document.

501A.207 Appeal from secretary of state’s refusal to file document.
1. If the secretary refuses to file a document delivered to the secretary’s office for filing, the domestic cooperative or foreign cooperative may appeal the refusal, within thirty days after the return of the document, to the district court for the county in which the cooperative’s principal office or, if none in this state, where its registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary’s explanation of the refusal to file.
2. The court may summarily order the secretary to file the document or take other action the court considers appropriate.
3. The court’s final decision may be appealed as in other civil proceedings.
2005 Acts, ch 135, §10
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.208 - Evidentiary effect of copy of filed document.

501A.208 Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the secretary, bearing the secretary’s signature, which may be in facsimile, and the seal of the secretary, is conclusive evidence that the original document is on file with the secretary.
2005 Acts, ch 135, §11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.209 - Certificate of existence.

501A.209 Certificate of existence.
1. Anyone may apply to the secretary to furnish a certificate of existence for a domestic cooperative or a certificate of authorization for a foreign cooperative.
2. A certificate of existence or certificate of authorization must set forth all of the following:
a. The domestic cooperative’s name or the foreign cooperative’s name used in this state.
b. That one of the following applies:
(1) If it is a domestic cooperative, that it is duly organized under the law of this state, the date of its organization, and the period of its duration.
(2) If it is a foreign cooperative, that it is authorized to transact business in this state.
c. That all fees required by this subchapter have been paid.
d. If it is a domestic cooperative, that articles of dissolution have not been filed.
e. Other facts of record in the office of the secretary that may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the secretary may be relied upon as conclusive evidence that the domestic cooperative or foreign cooperative is in existence or is authorized to transact business in this state.
2005 Acts, ch 135, §12
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.210 - Penalty for signing false document.

501A.210 Penalty for signing false document.
1. A person commits an offense if that person signs a document the person knows is false in any material respect with intent that the document be delivered to the secretary for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine of not to exceed one thousand dollars.
2005 Acts, ch 135, §13
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.221 - Certificate of authority.

501A.221 Certificate of authority.
A foreign cooperative may apply for a certificate of authority to transact business in this state by delivering an application to the secretary for filing. An application for registration as a foreign cooperative shall set forth all of the following:
1. The name of the foreign cooperative and, if different, the name under which the foreign cooperative proposes to register and transact business in this state.
2. The state or other jurisdiction in which the foreign cooperative was formed and the date of its formation.
3. The street address of the registered office of the foreign cooperative in this state and the name of the registered agent at the office.
4. The address of the principal office, which is the office where the principal executive offices are located.
5. A certificate of existence or a document of similar import duly authenticated by the proper office of the state or other jurisdiction of its formation which is dated no earlier than ninety days prior to the date that the application is filed with the secretary.
2005 Acts, ch 135, §15
Referred to in §501.104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.222 - Cancellation of certificate of authority.

501A.222 Cancellation of certificate of authority.
1. A foreign cooperative may cancel its certificate of authority by delivering to the secretary for filing a certificate of cancellation which shall set forth all of the following:
a. The name of the foreign cooperative and the name of the state or other jurisdiction under whose jurisdiction the foreign cooperative was formed.
b. That the foreign cooperative is not transacting business in this state and that the foreign cooperative surrenders its registration to transact business in this state.
c. That the foreign cooperative revokes the authority of its registered agent to accept service on its behalf and appoints the secretary as its agent for service of process in any proceeding based on a cause of action arising during the time the foreign cooperative was authorized to transact business in this state.
d. A mailing address to which the secretary may mail a copy of any process served on the secretary under paragraph “c”.
e. A commitment to notify the secretary in the future of any change in the mailing address of the foreign cooperative.
2. The certificate of authority shall be canceled upon the filing of the certificate of cancellation by the secretary.
2005 Acts, ch 135, §16
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.231 - Biennial report for secretary of state.

501A.231 Biennial report for secretary of state.
1. A cooperative authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that sets forth all of the following:
a. The name of the cooperative.
b. The address of its registered office and the name of its registered agent at that office in this state, together with the consent of any new registered agent.
c. The address of its principal office.
d. The names and addresses of the president, secretary, treasurer, and one member of the board of directors.
2. Information in the biennial report must be current as of the first day of January of the year in which the report is due. The report shall be executed on behalf of the cooperative and signed as provided in section 501A.103 or by any other person authorized by the board of directors of the cooperative.
3. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of the first even-numbered year following the calendar year in which a cooperative is organized. Subsequent biennial reports shall be delivered to the secretary of state between January 1 and April 1 of the following even-numbered calendar years. A filing fee for the biennial report shall be determined by the secretary of state.
4. If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting cooperative in writing and return the report to the cooperative for correction.
5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required by section 501A.402. If the secretary of state determines that a biennial report does not contain the information required by this section but otherwise meets the requirements of section 501A.402 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change of registered office or registered agent, effective as provided in section 501A.203, before returning the biennial report to the cooperative as provided in this section. A statement of change of registered office or agent pursuant to this subsection shall be executed by a person authorized to execute the biennial report.
2005 Acts, ch 135, §17; 2005 Acts, ch 179, §133
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.301 - Name.

501A.301 Name.
1. A cooperative name must contain the word “cooperative”, “coop”, or the abbreviation “CP”.
2. Except as authorized by subsections 3 and 4, a cooperative name must be distinguishable upon the records of the secretary from all of the following:
a. The name of a domestic cooperative, limited liability company, limited partnership, or corporation organized under the laws of this state or registered as a foreign cooperative, foreign limited liability company, foreign limited partnership, or foreign corporation in this state.
b. A name reserved in the manner provided under the laws of this state.
c. The fictitious name adopted by a foreign cooperative, foreign limited liability company, foreign limited partnership, or foreign corporation authorized to transact business in this state because its real name is unavailable.
d. The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state.
3. A cooperative may apply to the secretary for authorization to use a name that is not distinguishable upon the secretary’s records from one or more of the names described in subsection 2. The secretary shall authorize use of the name applied for if one of the following conditions applies:
a. The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary to change the entity’s name to a name that is distinguishable upon the records of the secretary from the name of the applying cooperative.
b. The applicant delivers to the secretary a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
4. A cooperative may use the name, including the fictitious name, of another business entity that is used in this state if the other business entity is formed under the laws of this state or is authorized to transact business in this state and the proposed user cooperative meets one of the following conditions:
a. Has merged with the other business entity.
b. Has been formed by reorganization of the other business entity.
c. Has acquired all or substantially all of the assets, including the name, of the other business entity.
5. This chapter does not control the use of fictitious names; however, if a cooperative uses a fictitious name in this state, the cooperative shall deliver to the secretary for filing a certified copy of the resolution of the cooperative adopting the fictitious name.
2005 Acts, ch 135, §18
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.302 - Reserved name.

501A.302 Reserved name.
1. A person may reserve the exclusive use of a cooperative name, including a fictitious name for a foreign cooperative whose cooperative name is not available, by delivering an application to the secretary for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary finds that the cooperative name applied for is available, the secretary shall reserve the name for the applicant’s exclusive use for a nonrenewable one-hundred-twenty-day period.
2. The owner of a reserved cooperative name may transfer the reservation to another person by delivering to the secretary a signed notice of the transfer that states the name and address of the transferee.
2005 Acts, ch 135, §19
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.401 - Registered office and registered agent.

501A.401 Registered office and registered agent.
A cooperative must continuously maintain in this state each of the following:
1. A registered office that may be the same as any of its places of business.
2. A registered agent who may be any of the following:
a. An individual who is a resident of this state and whose business office is identical with the registered office.
b. A cooperative, domestic corporation, domestic limited liability company, or not-for-profit domestic corporation whose business office is identical with the registered office.
c. A foreign cooperative, foreign corporation, foreign limited liability company, or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
2005 Acts, ch 135, §20
Referred to in §501A.402
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.402 - Change of registered office or registered agent.

501A.402 Change of registered office or registered agent.
1. A cooperative may change its registered office or registered agent by delivering to the secretary for filing a statement of change that sets forth the following:
a. The name of the domestic cooperative or foreign cooperative.
b. If the current registered office is to be changed, the street address of the new registered office.
c. 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 the statement, to the appointment.
d. That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
2. A statement of change shall forthwith be filed in the office of the secretary by a cooperative whenever its registered agent dies, resigns, or ceases to satisfy the requirements of section 501A.401.
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 1 for each cooperative, or a single statement for all cooperatives named in the notice, except that the statement need be signed only by the registered agent and need not be responsive to subsection 1, paragraph “c”, and must recite that a copy of the statement has been mailed to each cooperative named in the notice.
4. The change of address of a registered office or the change of registered agent becomes effective upon the filing of such statement by the secretary.
2005 Acts, ch 135, §21
Referred to in §501A.231
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.403 - Resignation of registered agent — discontinuance of registered office — statement.

501A.403 Resignation of registered agent — discontinuance of registered office — statement.
1. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary for filing an original statement of resignation. The statement may include a statement that the registered office is also discontinued. The registered agent shall send a copy of the statement of resignation to the registered office, if not discontinued, and to the cooperative at its principal office. The agent shall certify to the secretary that the copy has been sent to the cooperative, including the date the copy was sent.
2. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the cooperative.
2005 Acts, ch 135, §22; 2020 Acts, ch 1058, §8
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.404 - Service on domestic cooperatives.

501A.404 Service on domestic cooperatives.
1. A domestic cooperative’s registered agent is the cooperative’s agent for service of process, notice, or demand required or permitted by law to be served on the cooperative.
2. If a cooperative has no registered agent, or the agent cannot with reasonable diligence be served, the cooperative may be served by registered mail or certified mail, return receipt requested, and addressed to the cooperative at its principal office. Service is perfected under this subsection at the earliest of any of the following:
a. The date the cooperative receives the mail.
b. The date shown on the return receipt for the registered mail or certified mail, return receipt requested, if signed on behalf of the cooperative.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
3. This section does not prescribe the only means, or necessarily the required means, of serving a domestic cooperative or foreign cooperative.
2005 Acts, ch 135, §23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.405 - Service on foreign cooperative.

501A.405 Service on foreign cooperative.
1. The registered agent of a foreign cooperative authorized to transact business in this state is the foreign cooperative’s agent for service of process, notice, or demand required or permitted by law to be served on the foreign cooperative.
2. A foreign cooperative may be served by certified mail or restricted certified mail addressed to the foreign cooperative at its principal office shown in its application for a certificate of authority if the foreign cooperative meets any of the following conditions:
a. Has no registered agent or its registered agent cannot with reasonable diligence be served.
b. Has withdrawn from transacting business in this state.
c. Has had its certificate of authority revoked.
3. Service is perfected under subsection 2 at the earliest of any of the following:
a. The date the foreign cooperative receives the mail.
b. The date shown on the return receipt for the restricted certified mail, if signed on behalf of the foreign cooperative.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
4. A foreign cooperative may also be served in any other manner permitted by law.
2005 Acts, ch 135, §24
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.501 - Organizational purpose.

501A.501 Organizational purpose.
A cooperative may be formed and organized for any lawful purpose for the benefit of its members, including but not limited to any of the following purposes:
1. To store or market agricultural commodities, including crops and livestock.
2. To market, process, or otherwise change the form or marketability of agricultural commodities. The cooperative may provide for the manufacturing or processing of those commodities into products.
3. To accomplish other purposes that are necessary or convenient to facilitate the production or marketing of agricultural commodities or agricultural products by patron members, other patrons, and other persons, and for other purposes that are related to the business of the cooperative.
4. To provide products, supplies, and services to its patron members, other patrons, and others.
5. For any other purpose that a cooperative is authorized by law under chapter 499 or 501.
2005 Acts, ch 135, §25
Referred to in §501A.601
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.502 - Organizers.

501A.502 Organizers.
1. Qualification. A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
2. Role of organizers. If the first board of directors is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first.
3. Meeting or written action.
a. After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including but not limited to all of the following:
(1) Amending the articles.
(2) Electing directors.
(3) Adopting bylaws.
(4) Authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, or materials.
(5) Adopting a fiscal year.
(6) Contracting to receive and accept contributions.
(7) Making appropriate tax elections.
b. If a meeting is held, the person or persons calling the meeting shall give at least three days’ notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.
2005 Acts, ch 135, §26; 2012 Acts, ch 1023, §157
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.503 - Articles of organization.

501A.503 Articles of organization.
1. Requirements.
a. The articles of organization for the cooperative shall include all of the following:
(1) The name of the cooperative.
(2) The purpose of the cooperative.
(3) The name and address of each organizer.
(4) The period of duration for the cooperative, if the duration is not to be perpetual.
(5) The street address of the cooperative’s initial registered office and the name of its registered agent at that office.
b. The articles may contain any other lawful provision.
2. Effect of filing. When the articles of organization or an application for a certificate of authority has been filed pursuant to subchapter II and the required fee has been paid to the secretary under section 501A.205, all of the following shall be presumed:
a. All conditions precedent that are required to be performed by the organizers have been complied with.
b. The organization of the cooperative has been organized under the laws of this state as a separate legal entity.
c. The secretary will issue an acknowledgment to the cooperative.
2005 Acts, ch 135, §27; 2006 Acts, ch 1030, §53
Referred to in §501A.505
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.505 - Existence.

501A.505 Existence.
1. Commencement. The existence of a cooperative shall commence on or after the filing of articles of organization as provided in section 501A.503.
2. Duration. A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles or the cooperative is dissolved as provided in subchapter XII.
2005 Acts, ch 135, §29
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.507 - Cooperative records.

501A.507 Cooperative records.
1. Permanent records required to be kept. A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board.
2. Accounting records. A cooperative shall maintain appropriate accounting records.
3. Format. A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
4. Copies. A cooperative shall keep a copy of each of the following records at its principal office:
a. Its articles and other governing instruments.
b. Its bylaws or other similar instruments.
c. A record of the names and addresses of its members, in a form that allows preparation of an alphabetical list of members with each member’s address.
d. The minutes of members’ meetings, and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past three years.
e. All written communications within the past three years to members as a group or to any class of members as a group.
f. A list of the names and business addresses of its current board members and officers.
g. All financial statements prepared for periods ending during the last fiscal year.
5. Policy. Except as otherwise limited by this chapter, the board of a cooperative shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative.
2005 Acts, ch 135, §31
Referred to in §501A.801