491.20 Amendments — fees.
1. Amendments to articles of incorporation making changes in any of the provisions of the articles may be made at any annual meeting of the stockholders or special meeting called for that purpose, and they shall be valid only when approved by the shareholders and filed with the secretary of state. If no increase is made in the amount of capital stock, a certificate fee of one dollar and a recording fee of fifty cents per page must be paid. Where capital stock is increased the certificate fee shall be omitted but there shall be paid a recording fee of fifty cents per page and in addition a filing fee which in case of corporations existing for a period of years shall be one dollar per thousand of such increase and in case of corporations empowered to exist perpetually shall be one dollar and ten cents per thousand of such increase. Corporations providing for perpetual existence by amendment to its articles shall, at the time of filing such amendment, pay to the secretary of state a fee of one hundred dollars together with a recording fee of fifty cents per page, and, for all authorized capital stock in excess of ten thousand dollars, an additional fee of one dollar ten cents per thousand.
2. a. Its articles of incorporation to the contrary notwithstanding, if three-fourths of the voting stock of any corporation organized under the provisions of this chapter, with assets of the value of one million dollars or more, is owned by individuals owning not more than one share each of the voting stock thereof, said articles may be amended at any regular or special meeting of stockholders, when a notice in writing of the substance of the proposed amendment has been mailed by ordinary mail to each voting stockholder of such corporation not more than ninety nor less than sixty days prior to said meeting, by the affirmative vote of two-thirds of the voting stock represented at said meeting when said amendment is approved by the affirmative vote of two-thirds of the members of the board of directors at a meeting prior to the mailing of said notice.
b. If such corporation is renewed under the provisions of section 491.25, the voting stock of dissenting stockholders or any portion thereof may be purchased by the corporation at its option as provided in section 491.25.
[C51, §680; R60, §1157; C73, §1065; C97, §1615; S13, §1615; C24, 27, 31, 35, 39, §8360; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.20]
2014 Acts, ch 1074, §2; 2015 Acts, ch 29, §64
Referred to in §9.11, 491.24, 491.26, 491.107
Structure Iowa Code
Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT
Section 491.1 - Who may incorporate.
Section 491.2 - Single person.
Section 491.5 - Articles adopted and filed — recording.
Section 491.5A - Secretary of state — extra services — surcharge.
Section 491.6 - Filing or refusal to file.
Section 491.7 - Question of legality submitted.
Section 491.8 - Action on opinion.
Section 491.9 - Submission to executive council.
Section 491.10 - Interpretative clause.
Section 491.11 - Incorporation fee.
Section 491.12 - Exemption from fee.
Section 491.13 - Place of business.
Section 491.14 - Custody of office — business maintained.
Section 491.15 - Service of original notice — secretary of state.
Section 491.16 - Indemnification of officers, directors, employees, and agents — insurance.
Section 491.16A - Directors and officers — duties and liabilities.
Section 491.17 - Remote participation in meetings of shareholders.
Section 491.18 - Proof of publication — filing.
Section 491.19 - Commencement of business.
Section 491.20 - Amendments — fees.
Section 491.21 - Signing and acknowledging of amendments.
Section 491.22 - Individual property liable.
Section 491.23 - Dissolution — filing a statement with secretary of state.
Section 491.25 - Renewal — conditions.
Section 491.26 - Stock of dissenting holders.
Section 491.27 - Execution of renewal — record required.
Section 491.28 - Filing with secretary of state — fees — certificate of renewal.
Section 491.29 - Erroneous certificate — correction.
Section 491.32 - Notice of renewal — publication.
Section 491.33 - Foreign insurance companies becoming domestic.
Section 491.36 - Foreign-trade zone corporation.
Section 491.38 - Consolidation of interstate bridge companies.
Section 491.39 - Legislative control.
Section 491.40 - Fraud — penalty for.
Section 491.41 - Diversion of funds — unlawful dividends.
Section 491.43 - Keeping false accounts.
Section 491.46 - Books to show names of stockholders.
Section 491.47 - Names exhibited at meetings.
Section 491.48 - Stock certificates — signing.
Section 491.50 - Examination by stockholder.
Section 491.54 - Liability of collateral holder.
Section 491.55 - Right to vote stock — attachment.
Section 491.56 - Expiration and closing of business.
Section 491.57 - Sinking fund and loaning thereof.
Section 491.58 - Liability of stockholders.
Section 491.59 - Levy on private property.
Section 491.60 - Suit by creditor — measure of recovery.
Section 491.61 - Corporate property exhausted.
Section 491.62 - Indemnity — contribution.
Section 491.63 - Franchise sold on execution.
Section 491.64 - Production of books.
Section 491.66 - Dissolution — receivership.
Section 491.68 - False statements or pretenses.
Section 491.101 - Definitions.
Section 491.101A - Poison pill defense authorized.
Section 491.101B - Consideration of community interests in consideration of acquisition proposals.
Section 491.102 - Procedure for merger.
Section 491.103 - Procedure for consolidation.
Section 491.104 - Meetings of shareholders.
Section 491.105 - Approval by shareholders.
Section 491.106 - Articles of merger or consolidation.
Section 491.107 - Filing articles of merger or consolidation.
Section 491.108 - Effective date of merger or consolidation.
Section 491.110 - Effect of merger or consolidation.
Section 491.111 - Merger or consolidation of domestic and foreign corporations.
Section 491.112 - Rights of dissenting shareholders.