Iowa Code § 490.1405
Effect of dissolution
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. A dissolved corporation continues its corporate existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:
1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following:
a. Collecting its assets.
a. Collecting its assets.
b. Disposing of its properties that will not be distributed in kind to its shareholders.
b. Disposing of its properties that will not be distributed in kind to its shareholders.
c. Discharging or making provision for discharging its liabilities.
c. Discharging or making provision for discharging its liabilities.
d. Distributing its remaining property among its shareholders according to their interests.
d. Making distributions of its remaining assets among its shareholders according to their interests.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not do any of the following:
2. Dissolution of a corporation does not do any of the following:
a. Transfer title to the corporation’s property.
a. Transfer title to the corporation’s property.
b. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.
b. Prevent transfer of its shares or securities.
c. Subject its directors or officers to standards of conduct different from those prescribed in division VIII.
c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.
d. Change any of the following:
(1) Quorum or voting requirements for its board of directors or shareholders.
(2) Provisions for selection, resignation, or removal of its directors or officers or both.
(3) Provisions for amending its bylaws.
e. Prevent commencement of a proceeding by or against the corporation in its corporate name.
e. Prevent commencement of a proceeding by or against the corporation in its corporate name.
f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
g. Terminate the authority of the registered agent of the corporation.
g. Terminate the authority of the registered agent of the corporation.
3. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date shall not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.
89 Acts, ch 288, §149
89 Acts, ch 288, §149; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §174, 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.