491.5 Articles adopted and filed — recording.
1. Before commencing any business except their own organization, they must adopt articles of incorporation, which must be signed and acknowledged by the incorporators. Said articles shall then be forwarded to the secretary of state. Upon the filing of such articles, the secretary of state shall issue a certificate of incorporation and record said articles in a book kept for that purpose.
2. Such articles shall contain:
a. Name of corporation and its principal place of business.
b. The objects for which it is formed.
c. The amount of authorized capital stock, the classes of stock and number of shares authorized, with the par value and conditions of each class of such shares, and the time when and conditions under which it is to be paid in.
d. The time of commencement and existence of the corporation.
e. The names and addresses of the incorporators and the officers or persons its affairs are to be conducted by, and the times when and manner in which such officers will be elected.
f. Whether private property is to be exempt from corporate debts.
g. The manner in which the articles may be amended.
h. Any provision eliminating or limiting the personal liability of a director to the corporation or its shareholders or members for money damages as provided in section 490.202, subsection 2, paragraph “d”, except that section 490.202, subsection 2, paragraph “d”, subparagraph (1), subparagraph division (c), shall have no application.
i. Any provision permitting or making obligatory indemnification of a director as provided in section 490.202, subsection 2, paragraph “e”, except that section 490.202, subsection 2, paragraph “e”, subparagraph (3), shall have no application.
[C51, §675; R60, §1152; C73, §1060; C97, §1610; S13, §1610; C24, 27, 31, 35, 39, §8343; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.5]
87 Acts, ch 212, §2; 88 Acts, ch 1170, §3; 94 Acts, ch 1055, §4; 2003 Acts, ch 66, §5, 6; 2012 Acts, ch 1023, §151, 157
Referred to in §9.11, 491.10, 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.