Iowa Code § 490.101
Short title
This chapter shall be known and may be cited as the “Iowa Business Corporation Act”.
Iowa Code Chapter 490 — Business Corporations
Iowa · statute · Iowa Code ch. 490 · 239 active provisions
Iowa Code § 490.102
Reservation of power to amend or repeal
The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by an amendment or repeal.
Iowa Code § 490.120
Requirements for documents extrinsic facts
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 by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state. 3. The document must contain the inform…
Iowa Code § 490.120A
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.
Iowa Code § 490.121
Forms
1. a. The secretary of state may prescribe and furnish on request any of the following forms: 1. An application for a certificate of existence or certificate of registration. 2. A foreign corporation’s registration statement. 3. A foreign corporation’s statement of withdrawal. 4. A foreign corporation’s transfer of reg…
Iowa Code § 490.122
Filing, service, and copying fees
1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing:DOCUMENTFEEa.Articles of incorporation $50b.Application for use of indistinguishable name $10c.Application for reserved name $10d.Notice of transfer of reserved n…
Iowa Code § 490.123
Effective date of filed document
1. Except to the extent otherwise provided in section 490.124, subsection 3, and part 5, a document accepted for filing is effective as follows: a. On the date and at the time of filing, as provided in section 490.125, subsection 2. b. On the date of filing and at the time specified in the document as its effective tim…
Iowa Code § 490.124
Correcting filed document
1. A document filed by the secretary of state pursuant to this chapter may be corrected if any of the following applies: a. The document contains an inaccuracy. b. The document was defectively signed, attested, sealed, verified, or acknowledged. c. The electronic transmission was defective. 2. A document is corrected b…
Iowa Code § 490.125
Filing duty of secretary of state
1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 490.120, the secretary of state shall file it. 2. The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, except the biennial report requ…
Iowa Code § 490.126
Appeal from secretary of state’s refusal to file document
1. If the secretary of state refuses to file a document delivered for filing, the person that delivered the document for filing may petition the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located to compel its filing. The document and the ex…
Iowa Code § 490.127
Evidentiary effect of certified copy of filed document
A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
Iowa Code § 490.128
Certificate of existence or registration
1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation. 2. A certificate of existence must set forth all of the following: a. The domestic corporation’s corporate name. b. That the domestic corporation…
Iowa Code § 490.129
Penalty for signing false document
1. A person commits an offense by signing a document that the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. 2. An offense under this section is a serious misdemeanor punishable by a fine of not to exceed one thousand dollars.
Iowa Code § 490.130
Powers
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter.
Iowa Code § 490.140
Chapter definitions
As used in this chapter, unless otherwise specified: 1. “Articles of incorporation” means the articles of incorporation described in section 490.202, all amendments to the articles of incorporation, and any other documents permitted or required to be delivered for filing by a domestic business corporation with the secr…
Iowa Code § 490.141
Notices and other communications
1. A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. 2. A notice or other communication may be given by any method of delivery…
Iowa Code § 490.142
Number of shareholders
1. For purposes of this chapter, any of the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: a. Three or fewer co-owners. b. A corporation, partnership, trust, estate, or other entity. c. The trustees, guardians, custodians, or other fiduciaries of a s…
Iowa Code § 490.143
Qualified director
1. As used in this chapter, a “qualified director” means a director who takes action, if at the time action is to be taken any of the following applies: a. Under section 490.202, subsection 2, paragraph “f”, the director is not a director under any of the following circumstances: 1. To whom the limitation or eliminatio…
Iowa Code § 490.144
Householding
1. A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following apply: a. The corporation delivers one copy of the notice, report, or statement to the common address. b.…
Iowa Code § 490.145
Part definitions
As used in this part: 1. “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders. 2. “Date of the defective corporate action” m…
Iowa Code § 490.146
Defective corporate actions
1. A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152. 2. Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means of ratifying or validating any defective c…
Iowa Code § 490.147
Ratification of defective corporate actions
1. To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection 2, the board of directors shall take action ratifying the action in accordance with section 490.148, stating all of the following: a. The defective corporate action…
Iowa Code § 490.148
Action on ratification
1. The quorum and voting requirements applicable to a ratifying action by the board of directors under section 490.147, subsection 1, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. 2. If the ratification of the defective…
Iowa Code § 490.149
Notice requirements
1. Unless shareholder approval is required under section 490.147, subsection 3, prompt notice of an action taken under section 490.147 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of all of the following: a. The date of such action by the board of directors. b.…
Iowa Code § 490.150
Effect of ratification
From and after the validation effective time, and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152, all of the following shall apply: 1. Each defective corporate action ratified in accordance with section 490.147 shall not be void or voidable as a result of t…
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