491.25 Renewal — conditions.
1. Corporations existing for a period of years may be renewed from time to time for the same or shorter periods, or may be renewed to exist perpetually, upon compliance with the provisions of this section and other applicable statutes.
2. The right of renewal is vested in the stockholders and shall be exercised by a resolution thereof adopted at any regular meeting or at any special meeting called for that purpose. Such resolution must be adopted by a majority of all the votes cast at such meeting, or by such other vote as is authorized or required in the company’s existing articles of incorporation.
3. If the renewal instrument in proper form and the necessary fees are tendered to the secretary of state for filing three months or less either prior or subsequent to the corporation’s expiration date, the renewal shall take effect immediately upon the expiration of the corporation’s previous period of existence, and in such case, the corporate existence shall be considered as having been extended without interruption. If the renewal is filed more than three months before or after the expiration date, the renewal shall take effect upon the date such renewal with necessary fees is accepted and filed by the secretary of state; and in cases where filed more than three months after the expiration date, shall not be in legal effect a renewal unless the procedure provided for and the additional fees provided for in section 491.28 are fully complied with and paid.
4. In all cases of renewal, those stockholders voting for such renewal must purchase at its real value the stock voted against the renewal, and shall have three years from the date such action for renewal was taken in which to purchase and pay for the stock voting against the renewal, which purchase price shall bear interest at the rate of five percent per annum from the date of the renewal action until paid.
[C51, §681; R60, §1158; C73, §1069; C97, §1618; S13, §1618; C24, 27, 31, 35, 39, §8365, 8366; C46, 50, §491.25, 491.26; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.25]
2015 Acts, ch 29, §65
Referred to in §9.11, 491.20, 491.26
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.