2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1701 - APPLICATION TO EXISTING CORPORATIONS.

        490.1701  APPLICATION TO EXISTING CORPORATIONS.
         1.  Except as provided in this subsection or chapter 504, Code
      1989, or current chapter 504, this chapter does not apply to or
      affect entities subject to chapter 504, Code 1989, or current chapter
      504.  Such entities continue to be governed by all laws of this state
      applicable to them before December 31, 1989, as those laws are
      amended.  This chapter does not derogate or limit the powers to which
      such entities are entitled.
         2.  Unless otherwise provided, this chapter does not apply to an
      entity subject to chapter 174, 497, 498, 499, 499A, 524, 533, or 534
      or a corporation organized on the mutual plan under chapter 491, or a
      telephone company organized as a corporation under chapter 491
      qualifying pursuant to an internal revenue service letter ruling
      under Internal Revenue Code § 501(c)(12) as a nonprofit corporation
      entitled to distribute profits in a manner similar to a chapter 499
      corporation, unless such entity voluntarily elects to adopt the
      provisions of this chapter and complies with the procedure prescribed
      by subsection 3 of this section.
         A corporation organized under chapter 496C may voluntarily elect
      to adopt the provisions of this chapter by complying with the
      provisions prescribed by subsection 3.
         3.  The procedure for the voluntary election referred to in
      subsection 2 is as follows:
         a.  The corporation shall amend or restate its articles of
      incorporation to indicate that the corporation adopts this chapter
      and to designate the address of its initial registered office and the
      name of its registered agent at that office and, if the name of the
      corporation is not in compliance with the requirements of this
      chapter, to change the name of the corporation to one complying with
      the requirements of this chapter.
         b.  The instrument shall be delivered to the secretary of
      state for filing and recording in the secretary of state's office.
      If the corporation was organized under chapter 524 or 533, the
      instrument shall also be filed and recorded in the office of the
      county recorder.  The corporation shall at the time it files the
      instrument with the secretary of state deliver also to the secretary
      of state for filing in the secretary of state's office any biennial
      report which is then due.
         If the county of the initial registered office as stated in the
      instrument for a corporation organized under chapter 524 or 533 is
      one which is other than the county where the principal place of
      business of the corporation, as designated in its articles of
      incorporation, was located, the corporation shall forward to the
      county recorder of the county in which the principal place of
      business of the corporation was located a copy of the instrument and
      the corporation shall forward to the recorder of the county in which
      the initial registered office of the corporation is located, in
      addition to a copy of the original instrument, a copy of the articles
      of incorporation of the corporation together with all amendments to
      them as then on file in the secretary of state's office.  The
      corporation shall, through an officer or director, certify to the
      secretary of state that a copy has been sent to each applicable
      county recorder, including the date each copy was sent.
         c.  Upon the filing of the instrument by a corporation all of
      the following apply:
         (1)  All of the provisions of this chapter apply to the
      corporation.
         (2)  The secretary of state shall issue a certificate as to the
      filing of the instrument and deliver the certificate to the
      corporation or its representative.
         (3)  The secretary of state shall not file the instrument with
      respect to a corporation unless at the time of filing the corporation
      is validly existing and in good standing in that office under the
      chapter under which it is incorporated.  The corporation shall be
      considered validly existing and in good standing for the purpose of
      this chapter for a period of three months following the expiration
      date of the corporation, provided all biennial reports due have been
      filed and all fees due in connection with the biennial reports have
      been paid.
         d.  The provisions of this chapter becoming applicable to a
      corporation voluntarily electing to be governed by this chapter do
      not affect any right accrued or established, or any liability or
      penalty incurred, under the chapter under which it is incorporated
      prior to the filing by the secretary of state in the secretary of
      state's office of the instrument manifesting the election by the
      corporation to adopt the provisions of this chapter as provided in
      this subsection.
         4.  Except as specifically provided in this chapter, this chapter
      applies to all domestic corporations in existence on December 31,
      1989, that were incorporated under any general statute of this state
      providing for incorporation of corporations for profit if power to
      amend or repeal the statute under which the corporation was
      incorporated was reserved.
         5.  A corporation subject to this chapter which does not have a
      registered office or registered agent or both designated on the
      records of the secretary of state is subject to all of the following
      provisions:
         a.  The office of the corporation set forth in its first
      biennial report filed under this chapter shall be deemed its
      registered office until December 31, 1990, or until it files a
      designation of registered office with the secretary of state,
      whichever is earlier.
         b.  The person signing the first biennial report of the
      corporation filed under this chapter shall be deemed the registered
      agent until December 31, 1990, or a statement designating a
      registered agent has been filed with the secretary of state,
      whichever is earlier.
         c.  Section 490.502 does not apply to the corporation until
      December 31, 1990, or until the corporation files a designation of
      registered office and registered agent at that office with the
      secretary of state, whichever is earlier.
         6.  A corporation subject to this chapter is not subject to
      chapter 491, 492, 493, or 495.  
         Section History: Recent Form
         89 Acts, ch 288, §182; 93 Acts, ch 126, § 9; 97 Acts, ch 107, § 6;
      97 Acts, ch 171, § 21--24; 2002 Acts, ch 1017, §5, 8; 2003 Acts, ch
      66, §1, 2; 2003 Acts, ch 108, §91; 2004 Acts, ch 1049, §191; 2004
      Acts, ch 1175, § 394; 2006 Acts, ch 1010, §126; 2006 Acts, ch 1089,
      §14
         Referred to in § 496C.14, 496C.19, 515G.3

Disclaimer: These codes may not be the most recent version. Iowa may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.