Iowa Code § 490.1402
Dissolution by board of directors and shareholders
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. A corporation’s board of directors may propose dissolution for submission to the shareholders.
1. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.
2. For a proposal to dissolve to be adopted both of the following must apply:
2. a. For a proposal to dissolve to be adopted, it shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless any of the following apply:
(1) The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation.
b. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5.
(2) Section 490.826 applies.
b. If paragraph “a”, subparagraph (1) or (2), applies, the board shall inform the shareholders of the basis for its so proceeding.
3. The board of directors may condition its submission of the proposal for dissolution on any basis.
3. The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution.
4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
4. If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
5. Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3 requires a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which the quorum consisting of at least a majority of the votes entitled to be cast exists.
5. Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3 require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.
89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125
89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125; 2013 Acts, ch 31, §67, 82; 2015 Acts, ch 30, §159; 2021 Acts, ch 165, §171, 230
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.