CHAPTER 490
BUSINESS CORPORATIONS
Referred to in § 9H.1, 9H.4, 10.1, 10B.1, 10C.1, 15.262, 15E.107, 15E.108, 15E.134,
15E.141, 15E.142, 15E.143, 15E.202, 15E.204, 15E.205,
312.8, 423.1, 423.22, 455B.397,
455B.430, 468.327, 468.506, 487.1203, 490A.1203, 491.1, 495.3,
496C.2, 496C.21,
497.34, 498.36, 499.54, 499.59A, 499.61, 499.69A,
506.12, 508B.2, 514.23, 515.1, 515G.3, 524.1309,
524.2001, 533.4, 534.102, 547.1, 669.14
Chapter effective December 31, 1989; 89 Acts, ch 288, § 196
Transition; application to existing corporations; § 490.1701-490.1705
DIVISION I
GENERAL PROVISIONS
PART A
490.101 Short title.
490.102 Reservation of power to
amend or repeal.
490.103 through 490.119 Reserved.
PART B
490.120 Filing requirements.
490.121 Forms.
490.122 Filing, service, and
copying fees.
490.123 Effective time and date of
documents.
490.124 Correcting filed
documents.
490.125 Filing duty of secretary of state.
490.126 Appeal from secretary of
state's refusal to file document.
490.127 Evidentiary effect of copy of filed document.
490.128 Certificate of existence.
490.129 Penalty for signing false
document.
490.130 Recording of documents
with county recorder. Repealed by 91 Acts,
ch 211, §13.
490.131 through 490.134 Reserved.
PART C
490.135 Secretary of state--powers.
490.136 through 490.139 Reserved.
PART D
490.140 Definitions.
490.141 Notice.
490.142 Number of shareholders.
DIVISION II
INCORPORATION
490.201 Incorporators.
490.202 Articles of incorporation.
490.203 Incorporation.
490.204 Liability for
preincorporation transactions.
490.205 Organization of corporation.
490.206 Bylaws.
490.207 Emergency bylaws.
DIVISION III
PURPOSES AND POWERS
490.301 Purposes.
490.302 General powers.
490.303 Emergency powers.
490.304 Ultra vires.
DIVISION IV
NAMES
490.401 Corporate name.
490.402 Reserved name.
490.403 Registered name.
DIVISION V
REGISTERED OFFICE AND AGENT--SERVICE
490.501 Registered office and
registered agent.
490.502 Change of registered
office or registered agent.
490.503 Resignation of registered agent.
490.504 Service on corporation.
DIVISION VI
SHARES AND SHAREHOLDERS' RIGHTS
PART A
490.601 Authorized shares.
490.602 Terms of class or series
determined by board of directors.
490.603 Issued and outstanding shares.
490.604 Fractional shares.
490.605 through 490.619 Reserved.
PART B
490.620 Subscription for shares
before incorporation.
490.621 Issuance of shares.
490.622 Liability of shareholders.
490.623 Share dividends.
490.624 Share options.
490.624A Poison pill defense
authorized.
490.625 Content of certificates.
490.626 Shares without
certificates.
490.627 Restriction on transfer
of shares and other securities.
490.628 Expense of issue.
490.629 Reserved.
PART C
490.630 Shareholders' preemptive
rights.
490.631 Corporation's acquisition
of its own shares.
490.632 Reacquired shares as
issued but not outstanding shares.
490.633 through 490.639 Reserved.
PART D
490.640 Distribution to
shareholders.
DIVISION VII
MEETINGS--NOTICE--VOTING
PART A
490.701 Annual meeting.
490.702 Special meeting.
490.703 Court-ordered meeting.
490.704 Action without meeting.
490.705 Notice of meeting.
490.706 Waiver of notice.
490.707 Record date.
490.708 through 490.719 Reserved.
PART B
490.720 Shareholders' list for
meeting.
490.721 Voting entitlement of
shares.
490.722 Proxies.
490.723 Shares held by nominees.
490.724 Corporation's acceptance
of votes.
490.725 Quorum and voting
requirements for voting groups.
490.726 Action by single or
multiple groups.
490.727 Greater quorum or voting
requirements.
490.728 Voting for directors--cumulative
voting.
490.729 Reserved.
PART C
490.730 Voting trusts.
490.731 Voting agreements.
490.732 through 490.739 Reserved.
PART D
490.740 Procedure in derivative
proceedings.
DIVISION VIII
DIRECTORS AND OFFICERS
PART A
490.801 Requirement for and
duties of board of directors.
490.802 Qualifications of
directors.
490.803 Number and election of
directors.
490.804 Election of directors by
certain classes of shareholders.
490.805 Terms of directors
generally.
490.806 Staggered terms for
directors.
490.807 Resignation of directors.
490.808 Removal of directors by
shareholders.
490.809 Removal of directors by
judicial proceeding.
490.810 Vacancy on board.
490.811 Compensation of
directors.
490.812 through 490.819 Reserved.
PART B
490.820 Meetings.
490.821 Action without meeting.
490.822 Notice of meeting.
490.823 Waiver of notice.
490.824 Quorum and voting.
490.825 Committees.
490.826 through 490.829 Reserved.
PART C
490.830 General standards for
directors.
490.831 Director conflict of
interest.
490.832 Personal liability--directors.
490.833 Liability for unlawful
distribution.
490.834 through 490.839 Reserved.
PART D
490.840 Required officers.
490.841 Duties of officers.
490.842 Standards of conduct for
officers.
490.843 Resignation and removal
of officers.
490.844 Contract rights of
officers.
490.845 through 490.849 Reserved.
PART E
490.850 Definitions.
490.851 Authority to indemnify.
490.852 Mandatory
indemnification.
490.853 Advance for expenses.
490.854 Court-ordered
indemnification.
490.855 Determination and
authorization of indemnification.
490.856 Indemnification of
officers, employees, and agents.
490.857 Insurance.
490.858 Application of part E.
DIVISION IX
SPECIAL CLASSES
490.901 Foreign-trade zone
corporation.
490.902 Foreign insurance companies becoming domestic.
DIVISION X
AMENDMENT OF ARTICLES OF INCORPORATION
AND BYLAWS
PART A
490.1001 Amendment of articles
of incorporation--authority to amend.
490.1002 Amendment by board of
directors.
490.1003 Amendment by board of
directors and shareholders.
490.1004 Voting on amendments by
voting groups.
490.1005 Amendment before
issuance of shares.
490.1006 Articles of amendment.
490.1007 Restated articles of
incorporation.
490.1008 Amendment pursuant to
reorganization.
490.1009 Effect of amendment.
490.1010 through 490.1019 Reserved.
PART B
490.1020 Amendment of bylaws by
board of directors or shareholders.
490.1021 Bylaw increasing quorum
or voting requirement for shareholders.
490.1022 Bylaw increasing quorum
or voting requirement for directors.
DIVISION XI
MERGER AND SHARE EXCHANGE
490.1101 Merger.
490.1102 Share exchange.
490.1103 Action on plan.
490.1104 Merger of subsidiary.
490.1105 Articles of merger or
share exchange.
490.1106 Effect of merger or
share exchange.
490.1107 Merger or share
exchange with foreign corporation.
490.1108 Consideration of
community interests in consideration of acquisition proposals.
490.1109 Qualified merger--corporation and cooperative association.
490.1110 Business combinations with
interested shareholders.
DIVISION XII
SALE OF ASSETS
490.1201 Sale of assets in
regular course of business and mortgage of assets.
490.1202 Sale of assets other
than in regular course of business.
DIVISION XIII
DISSENTERS' RIGHTS
PART A
490.1301 Definitions for
division XIII.
490.1302 Shareholders' right to
dissent.
490.1303 Dissent by nominees and
beneficial owners.
490.1304 through 490.1319 Reserved.
PART B
490.1320 Notice of dissenters'
rights.
490.1321 Notice of intent to
demand payment.
490.1322 Dissenters' notice.
490.1323 Duty to demand payment.
490.1324 Share restrictions.
490.1325 Payment.
490.1326 Failure to take action.
490.1327 After-acquired shares.
490.1328 Procedure if
shareholder dissatisfied with payment or offer.
490.1329 Reserved.
PART C
490.1330 Court action.
490.1331 Court costs and counsel
fees.
DIVISION XIV
DISSOLUTION
PART A
490.1401 Dissolution by
incorporators or initial directors.
490.1402 Dissolution by board of
directors and shareholders.
490.1403 Articles of
dissolution.
490.1404 Revocation of
dissolution.
490.1405 Effect of dissolution.
490.1406 Known claims against
dissolved corporation.
490.1407 Unknown claims against
dissolved corporation.
490.1408 through 490.1419 Reserved.
PART B
490.1420 Grounds for
administrative dissolution.
490.1421 Procedure for and
effect of administrative dissolution.
490.1422 Reinstatement following
administrative dissolution.
490.1423 Appeal from denial of
reinstatement.
490.1424 through 490.1429 Reserved.
PART C
490.1430 Grounds for judicial
dissolution.
490.1431 Procedure for judicial
dissolution.
490.1432 Receivership or
custodianship.
490.1433 Decree of dissolution.
490.1434 through 490.1439 Reserved.
PART D
490.1440 Deposit with state
treasurer.
DIVISION XV
FOREIGN CORPORATIONS
PART A
490.1501 Authority to transact
business required.
490.1502 Consequences of
transacting business without authority.
490.1503 Application for
certificate of authority.
490.1504 Amended certificate of
authority.
490.1505 Effect of certificate
of authority.
490.1506 Corporate name of
foreign corporation.
490.1507 Registered office and
registered agent of foreign corporation.
490.1508 Change of registered
office or registered agent of foreign corporation.
490.1509 Resignation of registered agent of foreign
corporation.
490.1510 Service on foreign
corporation.
490.1511 through 490.1519 Reserved.
PART B
490.1520 Withdrawal of foreign
corporation.
490.1521 through 490.1529 Reserved.
PART C
490.1530 Grounds for revocation.
490.1531 Procedure for and
effect of revocation.
490.1532 Appeal from revocation.
DIVISION XVI
RECORDS AND REPORTS
PART A
490.1601 Corporate records.
490.1602 Inspection of records
by shareholders.
490.1603 Scope of inspection
right.
490.1604 Court-ordered
inspection.
490.1605 through 490.1619 Reserved.
PART B
490.1620 Financial statements
for shareholders.
490.1621 Other reports to
shareholders.
490.1622 Biennial report for secretary of state.
DIVISION XVII
TRANSITION PROVISIONS
490.1701 Application to existing
corporations.
490.1702 Application to
qualified foreign corporations.
490.1703 Savings provisions.
490.1704 Preemptive rights for
existing corporations.
490.1705 Reinstatement of
corporations existing prior to December 31, 1989.
_______
© 2001 Cornell College and
League of Women Voters of Iowa
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