Iowa Code § 504.101
Short title
This chapter shall be known and may be cited as the “Revised Iowa Nonprofit Corporation Act”.
Iowa Code Chapter 504 — Revised Iowa Nonprofit Corporation Act
Iowa · statute · Iowa Code ch. 504 · 189 active provisions
Provisions
Iowa Code § 504.102
Reservation of power to amend or repeal
The general assembly has 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 the amendment or repeal.
Iowa Code § 504.103
Limitation on requirements imposed on corporations
A state agency or state official shall not impose any regulation or reporting requirement on corporations, as defined in section 504.141, that exceeds the requirements of state or federal law.
Iowa Code § 504.111
Filing requirements
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 § 504.111A
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 § 504.112
Forms
1. The secretary of state may prescribe and furnish on request forms for an application for a certificate of existence, a foreign corporation’s application for a certificate of authority to transact business in this state, a foreign corporation’s application for a certificate of withdrawal, and the biennial report. If…
Iowa Code § 504.113
Filing, service, and copying fees
1. The secretary of state shall collect the following fees, as provided by the secretary of state, when the documents described in this subsection are delivered for filing:DOCUMENTFEEa.Articles of incorporation$__b.Application for use of indistinguishable name$__c.Application for reserved name$__d.Notice of transfer of…
Iowa Code § 504.114
Effective date of document
1. Except as provided in subsection 2 and section 504.115, a document is effective at the later of the following times: a. At the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing. b. At the time specified in the document as it…
Iowa Code § 504.115
Correcting filed document
1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document satisfies one of the following: a. The document contains an inaccuracy. b. The document was defectively executed, attested, sealed, verified, or acknowledged. c. The electronic transmission was defective. 2. A do…
Iowa Code § 504.116
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 504.111, the secretary of state shall file it. 2. The secretary of state files a document by recording the document as filed on the date and the time of receipt. After filing a document, except as provide…
Iowa Code § 504.117
Appeal from secretary of state’s refusal to file document
1. If the secretary of state refuses to file a document delivered for filing to the secretary of state’s office, the domestic or foreign corporation may appeal the refusal to the district court in the county where the corporation’s principal office, or if there is none in this state, its registered office, is or will b…
Iowa Code § 504.118
Evidentiary effect of 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 § 504.119
Certificate of existence
1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. 2. The certificate of existence shall set forth all of the following: a. The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state. b. That the do…
Iowa Code § 504.120
Penalty for signing false document
1. A person commits an offense by signing a document 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 not to exceed one thousand dollars.
Iowa Code § 504.131
Powers
The secretary of state has all powers reasonably necessary to perform the duties required of the secretary of state’s office by this chapter.
Iowa Code § 504.132
Secretary of state — internet site
The secretary of state shall place on the secretary of state’s internet site a link to a free internet site with completed internal revenue service forms 990 and 990EZ.
Iowa Code § 504.141
Chapter definitions
As used in this chapter, unless the context otherwise requires: 1. “Approved by the members” or “approval by the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a ma…
Iowa Code § 504.142
Notice
1. Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. 2. Subject to subsection 1, notice may be communicated in person, by mail, or other method of delivery; or by telephone, voice mail, or other electronic means. I…
Iowa Code § 504.151
Judicial relief
1. If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the attorney…
Iowa Code § 504.201
Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Iowa Code § 504.202
Articles of incorporation
1. The articles of incorporation shall set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 504.401. b. The address of the corporation’s initial registered office and the name of its initial registered agent at that office. c. The name and address of each in…
Iowa Code § 504.203
Incorporation
1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. 2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the s…
Iowa Code § 504.204
Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Iowa Code § 504.205
Organization of corporation
1. After incorporation: a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business…
Iowa Code § 504.206
Bylaws
1. The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. 2. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
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