Iowa Code § 496C.1
Short title
This chapter shall be known and may be cited as the “Iowa Professional Corporation Act”.
Iowa Code Chapter 496C — Professional Corporations
Iowa · statute · Iowa Code ch. 496C · 22 active provisions
Iowa Code § 496C.2
Definitions
For words used in this chapter, unless the context otherwise requires, the definitions contained in the Iowa business corporation Act, chapter 490, apply, and: 1. “Employees” or “agents” does not include clerks, stenographers, secretaries, bookkeepers, technicians, or other persons who are not usually and ordinarily co…
Iowa Code § 496C.3
Applicability of Iowa business corporation Act
The Iowa business corporation Act, chapter 490, shall be construed as part of this chapter and shall apply to professional corporations, including, but not limited to, their organization, reports, fees, authority, powers, rights, and the regulation and conduct of their affairs. The provisions of the Iowa business corpo…
Iowa Code § 496C.4
Purposes and powers
1. A professional corporation shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals, and for the additional purpose of doing al…
Iowa Code § 496C.5
Corporate name
The corporate name of a professional corporation, the corporate name of a foreign professional corporation or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional corporation or foreign professional corporation shall contain the words “professional corporation” or…
Iowa Code § 496C.6
Who may incorporate
One or more individuals having capacity to contract, each of whom is licensed to practice in this state a profession which the professional corporation is to be authorized to practice, may act as incorporators of a professional corporation.
Iowa Code § 496C.7
Practice by professional corporation
1. Notwithstanding any other statute or rule of law, a professional corporation may practice a profession, but may do so in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the same profession in this state. 2. In its practice of a profession, no professional…
Iowa Code § 496C.8
Professional regulation
No professional corporation shall be required to register with or to obtain any license, registration, certificate, or other legal authorization from any regulating board in order to practice a profession. Except as provided in this section, nothing in this chapter shall restrict or limit in any manner the authority or…
Iowa Code § 496C.9
Relationship and liability to persons served
1. This chapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice and any law respecting privileged communications. 2. This chapter does not modify or…
Iowa Code § 496C.10
Issuance of shares
1. Shares of a professional corporation may be issued, and treasury shares may be disposed of, only to individuals who are licensed to practice in this state, or in any other state or territory of the United States or in the District of Columbia, a profession which the corporation is authorized to practice. 2. Unless o…
Iowa Code § 496C.11
Transfer of shares
1. No shareholder or other person shall make any voluntary transfer of any shares in a professional corporation to any person, except to the professional corporation or to an individual who is licensed to practice in this state a profession which the corporation is authorized to practice. 2. Unless otherwise provided i…
Iowa Code § 496C.12
Convertible securities — stock rights and options
No professional corporation shall create or issue any securities convertible into shares of the professional corporation. The provisions of this chapter with respect to the issuance and transfer of shares and disposal of treasury shares apply to the creation, issuance, and transfer of any rights or options entitling th…
Iowa Code § 496C.13
Voting trust — proxy
No shareholder of a professional corporation shall create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any shares of a professional corporation, and no such voting trust or agreement is valid or effective. Any proxy of a shareholder of a p…
Iowa Code § 496C.14
Required purchase by professional corporation of its own shares
1. a. Notwithstanding any other statute or rule of law, a professional corporation shall purchase its own shares as provided in this section; and the shareholders of a professional corporation and their executors, administrators, legal representatives, and successors in interest shall sell and transfer the shares held…
Iowa Code § 496C.15
Certificates representing shares
Each certificate representing shares of a professional corporation shall state in substance that the certificate represents shares in a professional corporation and is not transferable except as expressly provided in this chapter and in the articles of incorporation and bylaws of the corporation.
Iowa Code § 496C.16
Management
All directors of a professional corporation and all officers of a professional corporation, except assistant officers, shall at all times be individuals who are licensed to practice in this state a profession, or a lawful combination of professions pursuant to section 496C.4, which the corporation is authorized to prac…
Iowa Code § 496C.17
Bylaws
The initial bylaws of a professional corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is reserved to and vested in the shareholders unless granted to the board of directors by the articles of incorporation.
Iowa Code § 496C.18
Merger or consolidation
No professional corporation shall merge or consolidate with any other corporation except another professional corporation subject to this chapter. Merger or consolidation shall not be permitted unless the surviving or new corporation is a professional corporation which complies with all requirements of this chapter.
Iowa Code § 496C.19
Dissolution or liquidation
Violation of any provision of this chapter by a professional corporation or any of its shareholders, directors, or officers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court, as provided in the Iowa business corporation Act, chapter 490. Upon the death of th…
Iowa Code § 496C.20
Foreign professional corporation
1. A foreign professional corporation may practice a profession in this state if it complies with the provisions of the Iowa business corporation Act, chapter 490, on foreign corporations. The secretary of state may prescribe forms for such purpose. 2. A foreign professional corporation may practice a profession in thi…
Iowa Code § 496C.21
Biennial report
1. Each biennial report of a professional corporation or foreign professional corporation shall, in addition to the information required by the Iowa business corporation Act, chapter 490, set forth: a. The name and address of one shareholder. b. In the case of a professional corporation, a statement under oath whether…
Iowa Code § 496C.22
Corporations organized under other laws
1. This chapter shall not apply to or interfere with the practice of any profession by or through any corporation hereafter organized under any other law of this state or any other state or country if such practice is lawful under any other statute or rule of law of this state. 2. Any corporation subject to the provisi…