Iowa Code § 490.1501
Governing law
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. The law of the jurisdiction of formation of a foreign corporation governs all of the following:
a. The internal affairs of the foreign corporation.
b. The interest holder liability of its shareholders.
2. A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state.
2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1:
a. Maintaining, defending, or settling any proceeding.
b. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
c. Maintaining bank accounts.
d. Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities.
e. Selling through independent contractors.
f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
g. Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
h. Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
i. Owning, without more, real or personal property.
j. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature.
k. Transacting business in interstate commerce.
3. The list of activities in subsection 2 is not exhaustive.
3. Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation cannot lawfully engage in or exercise in this state.
89 Acts, ch 288, §161
89 Acts, ch 288, §161; 2021 Acts, ch 165, §187, 230
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.