490.1801 Application to existing domestic corporations.
1. This chapter applies to all domestic corporations in existence on January 1, 2022, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
2. a. Unless otherwise provided, this chapter does not apply to an entity subject to chapter 174, 497, 498, 499, 499A, 501, 501A, 524, or 533, or a corporation organized on the mutual plan under chapter 491, or a telephone company organized as a corporation under chapter 491 qualifying pursuant to an internal revenue service letter ruling under Internal Revenue Code §501(c)(12) as a nonprofit corporation entitled to distribute profits in a manner similar to a chapter 499 corporation, unless such entity voluntarily elects to adopt the provisions of this chapter and complies with the procedure prescribed by subsection 3.
b. A corporation organized under chapter 496C may voluntarily elect to adopt the provisions of this chapter by complying with the provisions prescribed by subsection 3.
3. The procedure for the voluntary election referred to in subsection 2 is as follows:
a. The corporation shall amend or restate its articles of incorporation to indicate that the corporation adopts this chapter and to designate the address of its initial registered office and the name of its registered agent at that office and, if the name of the corporation is not in compliance with the requirements of this chapter, to change the name of the corporation to one complying with the requirements of this chapter.
b. (1) The instrument shall be delivered to the secretary of state for filing and recording in the secretary of state’s office. If the corporation was organized under chapter 524 or 533, the instrument shall also be filed and recorded in the office of the county recorder. The corporation shall at the time it files the instrument with the secretary of state deliver also to the secretary of state for filing in the secretary of state’s office any biennial report required by section 490.1621 which is then due.
(2) If the county of the initial registered office as stated in the instrument for a corporation organized under chapter 524 or 533 is one which is other than the county where the principal place of business of the corporation, as designated in its articles of incorporation, was located, the corporation shall forward to the county recorder of the county in which the principal place of business of the corporation was located a copy of the instrument and the corporation shall forward to the recorder of the county in which the initial registered office of the corporation is located, in addition to a copy of the original instrument, a copy of the articles of incorporation of the corporation together with all amendments to them as then on file in the secretary of state’s office. The corporation shall, through an officer or director, certify to the secretary of state that a copy has been sent to each applicable county recorder, including the date each copy was sent.
c. Upon the filing of the instrument by a corporation all of the following apply:
(1) All of the provisions of this chapter apply to the corporation.
(2) The secretary of state shall issue a certificate as to the filing of the instrument and deliver the certificate to the corporation or its representative.
(3) The secretary of state shall not file the instrument with respect to a corporation unless at the time of filing the corporation is validly existing and in good standing in that office under the chapter under which it is incorporated. The corporation shall be considered validly existing and in good standing for the purpose of this chapter for a period of three months following the expiration date of the corporation, provided all biennial reports due have been filed and all fees due in connection with the biennial reports have been paid.
d. The provisions of this chapter becoming applicable to a corporation voluntarily electing to be governed by this chapter do not affect any right accrued or established, or any liability or penalty incurred, under the chapter under which it is incorporated prior to the filing by the secretary of state in the secretary of state’s office of the instrument manifesting the election by the corporation to adopt the provisions of this chapter as provided in this subsection.
4. A corporation subject to this chapter is not subject to chapter 491, 492, 493, or 495.
2021 Acts, ch 165, §212, 230
Referred to in §496C.14, 496C.19, 515G.3
Section effective January 1, 2022; 2021 Acts, ch 165, §230
NEW section
Structure Iowa Code
Chapter 490 - BUSINESS CORPORATIONS
Section 490.101 - Short title.
Section 490.102 - Reservation of power to amend or repeal.
Section 490.120 - Requirements for documents — extrinsic facts.
Section 490.120A - Secretary of state — extra services — surcharge.
Section 490.122 - Filing, service, and copying fees.
Section 490.123 - Effective date of filed document.
Section 490.124 - Correcting filed document.
Section 490.125 - Filing duty of secretary of state.
Section 490.126 - Appeal from secretary of state’s refusal to file document.
Section 490.127 - Evidentiary effect of certified copy of filed document.
Section 490.128 - Certificate of existence or registration.
Section 490.129 - Penalty for signing false document.
Section 490.135 - Secretary of state — powers.
Section 490.140 - Chapter definitions.
Section 490.141 - Notices and other communications.
Section 490.142 - Number of shareholders.
Section 490.143 - Qualified director.
Section 490.144 - Householding.
Section 490.145 - Part definitions.
Section 490.146 - Defective corporate actions.
Section 490.147 - Ratification of defective corporate actions.
Section 490.148 - Action on ratification.
Section 490.149 - Notice requirements.
Section 490.150 - Effect of ratification.
Section 490.152 - Judicial proceedings regarding validity of corporate actions.
Section 490.201 - Incorporators.
Section 490.202 - Articles of incorporation.
Section 490.203 - Incorporation.
Section 490.204 - Liability for preincorporation transactions.
Section 490.205 - Organization of corporation.
Section 490.207 - Emergency bylaws.
Section 490.208 - Forum selection provisions.
Section 490.209 - Foreign-trade zone corporation.
Section 490.302 - General powers.
Section 490.303 - Emergency powers.
Section 490.304 - Ultra vires.
Section 490.401 - Corporate name.
Section 490.402 - Reserved name.
Section 490.403 - Registered name.
Section 490.501 - Registered office and agent of domestic and registered foreign corporations.
Section 490.502 - Change of registered office or registered agent.
Section 490.503 - Resignation of registered agent.
Section 490.504 - Service on corporation.
Section 490.601 - Authorized shares.
Section 490.602 - Terms of class or series determined by board of directors.
Section 490.603 - Issued and outstanding shares.
Section 490.604 - Fractional shares.
Section 490.620 - Subscription for shares before incorporation.
Section 490.621 - Issuance of shares.
Section 490.622 - Liability of shareholders.
Section 490.623 - Share dividends.
Section 490.624 - Share rights, options, warrants, and awards.
Section 490.624A - Poison pill defense authorized.
Section 490.625 - Form and content of certificates.
Section 490.626 - Shares without certificates.
Section 490.627 - Restriction on transfer of shares.
Section 490.628 - Reversion of disbursements to cooperative associations.
Section 490.629 - Reversion of disbursements to cooperative associations.
Section 490.630 - Shareholders’ preemptive rights.
Section 490.631 - Corporation’s acquisition of its own shares.
Section 490.632 - Reacquired shares as issued but not outstanding shares.
Section 490.640 - Distribution to shareholders.
Section 490.701 - Annual meeting.
Section 490.702 - Special meeting.
Section 490.703 - Court-ordered meeting.
Section 490.704 - Action without meeting.
Section 490.705 - Notice of meeting.
Section 490.706 - Waiver of notice.
Section 490.707 - Record date for meeting.
Section 490.708 - Conduct of meeting.
Section 490.709 - Remote participation in shareholders’ meetings.
Section 490.720 - Shareholders’ list for meeting.
Section 490.721 - Voting entitlement of shares.
Section 490.723 - Shares held by intermediaries and nominees.
Section 490.724 - Acceptance of votes and other instruments.
Section 490.725 - Quorum and voting requirements for voting groups.
Section 490.726 - Action by single or multiple voting groups.
Section 490.727 - Modifying quorum or voting requirements.
Section 490.728 - Voting for directors — cumulative voting.
Section 490.729 - Inspectors of election.
Section 490.730 - Voting trusts.
Section 490.731 - Voting agreement.
Section 490.732 - Shareholder agreement.
Section 490.740 - Part definitions.
Section 490.743 - Stay of proceedings.
Section 490.745 - Discontinuance or settlement.
Section 490.746 - Payment of expenses.
Section 490.747 - Applicability to foreign corporations.
Section 490.748 - Shareholder action to appoint custodian or receiver.
Section 490.801 - Requirement for and functions of board of directors.
Section 490.802 - Qualifications of directors.
Section 490.803 - Number and election of directors.
Section 490.804 - Election of directors by certain classes of series of shares.
Section 490.805 - Terms of directors generally.
Section 490.806 - Staggered terms for directors.
Section 490.806A - Public corporations — staggered terms.
Section 490.806B - Public corporations — nonstaggered terms.
Section 490.807 - Resignation of directors.
Section 490.808 - Removal of directors by shareholders.
Section 490.809 - Removal of directors by judicial proceeding.
Section 490.810 - Vacancy on board of directors.
Section 490.811 - Compensation of directors.
Section 490.821 - Action without meeting.
Section 490.822 - Notice of meeting.
Section 490.823 - Waiver of notice.
Section 490.824 - Quorum and voting.
Section 490.825 - Committees of the board.
Section 490.826 - Submission of matters for shareholder vote.
Section 490.830 - Standards of conduct for directors.
Section 490.831 - Standards of liability for directors.
Section 490.832 - Directors’ liability for unlawful distributions.
Section 490.833 - Liability for unlawful distribution.
Section 490.841 - Functions of officers.
Section 490.842 - Standards of conduct for officers.
Section 490.843 - Resignation and removal of officers.
Section 490.844 - Contract rights of officers.
Section 490.850 - Part definitions.
Section 490.851 - Permissible indemnification.
Section 490.852 - Mandatory indemnification.
Section 490.853 - Advance for expenses.
Section 490.854 - Court-ordered indemnification and advance for expenses.
Section 490.855 - Determination and authorization of indemnification.
Section 490.856 - Indemnification of officers.
Section 490.858 - Variation by corporate action — application of part.
Section 490.859 - Exclusivity of part.
Section 490.860 - Part definitions.
Section 490.861 - Judicial action.
Section 490.862 - Directors’ action.
Section 490.863 - Shareholders’ action.
Section 490.870 - Business opportunities.
Section 490.901 - Subchapter definitions.
Section 490.902 - Excluded transactions.
Section 490.903 - Required approvals.
Section 490.904 - Relationship of subchapter to other laws.
Section 490.905 - Foreign insurance companies becoming domestic.
Section 490.920 - Domestication.
Section 490.921 - Action on a plan of domestication.
Section 490.922 - Articles of domestication — effectiveness.
Section 490.923 - Amendment of plan of domestication — abandonment.
Section 490.924 - Effect of domestication.
Section 490.931 - Plan of conversion.
Section 490.932 - Action on a plan of conversion.
Section 490.933 - Articles of conversion — effectiveness.
Section 490.934 - Amendment of plan of conversion — abandonment.
Section 490.935 - Effect of conversion.
Section 490.1001 - Amendment of articles of incorporation — authority to amend.
Section 490.1002 - Amendment before issuance of shares.
Section 490.1003 - Amendment by board of directors and shareholders.
Section 490.1004 - Voting on amendments by voting groups.
Section 490.1005 - Amendment by board of directors.
Section 490.1005A - Public corporation — amendment by board of directors.
Section 490.1006 - Articles of amendment.
Section 490.1007 - Restated articles of incorporation.
Section 490.1008 - Amendment pursuant to reorganization.
Section 490.1009 - Effect of amendment.
Section 490.1020 - Authority to amend.
Section 490.1021 - Bylaw increasing quorum or voting requirement for directors.
Section 490.1022 - Bylaw provisions relating to the election of directors.
Section 490.1101 - Subchapter definitions.
Section 490.1103 - Share exchange.
Section 490.1104 - Action on a plan of merger or share exchange.
Section 490.1105 - Merger between parent and subsidiary or between subsidiaries.
Section 490.1106 - Articles of merger or share exchange.
Section 490.1107 - Effect of merger or share exchange.
Section 490.1108 - Abandonment of a merger or share exchange.
Section 490.1108A - Consideration of acquisition proposals — community interests.
Section 490.1109 - Qualified merger — corporation and cooperative association.
Section 490.1110 - Business combinations with interested shareholders.
Section 490.1111 - Conversion.
Section 490.1112 - Action on plan of conversion by converting domestic corporation.
Section 490.1113 - Filings required for conversion — effective date.
Section 490.1114 - Effect of conversion.
Section 490.1201 - Disposition of assets not requiring shareholder approval.
Section 490.1202 - Shareholder approval of certain dispositions.
Section 490.1301 - Subchapter definitions.
Section 490.1302 - Right to appraisal.
Section 490.1303 - Assertion of rights by nominees and beneficial shareholders.
Section 490.1320 - Notice of appraisal rights.
Section 490.1321 - Notice of intent to demand payment and consequences of voting or consenting.
Section 490.1322 - Appraisal notice and form.
Section 490.1323 - Perfection of rights — right to withdraw.
Section 490.1325 - After-acquired shares.
Section 490.1326 - Procedure if shareholder dissatisfied with payment or offer.
Section 490.1330 - Court action.
Section 490.1331 - Court costs and expenses.
Section 490.1340 - Other remedies limited.
Section 490.1401 - Dissolution by incorporators or initial directors.
Section 490.1402 - Dissolution by board of directors and shareholders.
Section 490.1403 - Articles of dissolution.
Section 490.1404 - Revocation of dissolution.
Section 490.1405 - Effect of dissolution.
Section 490.1406 - Known claims against dissolved corporation.
Section 490.1407 - Other claims against dissolved corporation.
Section 490.1408 - Court proceedings.
Section 490.1409 - Director duties.
Section 490.1420 - Grounds for administrative dissolution.
Section 490.1421 - Procedure for and effect of administrative dissolution.
Section 490.1422 - Reinstatement following administrative dissolution.
Section 490.1423 - Appeal from denial of reinstatement.
Section 490.1430 - Grounds for judicial dissolution.
Section 490.1431 - Procedure for judicial dissolution.
Section 490.1432 - Receivership or custodianship.
Section 490.1433 - Decree of dissolution.
Section 490.1434 - Election to purchase in lieu of dissolution.
Section 490.1440 - Deposit with state treasurer.
Section 490.1501 - Governing law.
Section 490.1502 - Registration to do business in this state.
Section 490.1503 - Foreign registration statement.
Section 490.1504 - Amendment of foreign registration statement.
Section 490.1505 - Activities not constituting doing business.
Section 490.1506 - Noncomplying name of foreign corporation.
Section 490.1507 - Withdrawal of registration of registered foreign corporation.
Section 490.1508 - Deemed withdrawal upon domestication or conversion to certain domestic entities.
Section 490.1509 - Withdrawal upon dissolution or conversion to certain nonfiling entities.
Section 490.1510 - Transfer of registration.
Section 490.1511 - Administrative termination of registration.
Section 490.1512 - Action by attorney general.
Section 490.1520 - Withdrawal of foreign corporation.
Section 490.1523 - Transfer of authority.
Section 490.1530 - Grounds for revocation.
Section 490.1531 - Procedure for and effect of revocation.
Section 490.1532 - Appeal from revocation.
Section 490.1601 - Corporate records.
Section 490.1602 - Inspection rights of shareholders.
Section 490.1603 - Scope of inspection right.
Section 490.1604 - Court-ordered inspection.
Section 490.1605 - Inspection of records by directors.
Section 490.1606 - Exception to notice requirement.
Section 490.1620 - Financial statements for shareholders.
Section 490.1621 - Biennial report for secretary of state.
Section 490.1622 - Biennial report for secretary of state.
Section 490.1701 - Application of subchapter — definitions.
Section 490.1702 - Name — share certificates.
Section 490.1703 - Certain amendments and transactions — votes required.
Section 490.1704 - Duties of directors.
Section 490.1705 - Annual benefit report.
Section 490.1706 - Rights of action.
Section 490.1801 - Application to existing domestic corporations.
Section 490.1802 - Application to existing foreign corporations.