2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.202 - ARTICLES OF INCORPORATION.

        490.202  ARTICLES OF INCORPORATION.
         1.  The articles of incorporation must set forth all of the
      following:
         a.  A corporate name for the corporation that satisfies the
      requirements of section 490.401.
         b.  The number of shares the corporation is authorized to
      issue.
         c.  The street address of the corporation's initial registered
      office and the name of its initial registered agent at that office.
         d.  The name and address of each incorporator.
         2.  The articles of incorporation may set forth any or all of the
      following:
         a.  The names and addresses of the individuals who are to
      serve as the initial directors.
         b.  Provisions not inconsistent with law regarding:
         (1)  The purpose or purposes for which the corporation is
      organized.
         (2)  Managing the business and regulating the affairs of the
      corporation.
         (3)  Defining, limiting, and regulating the powers of the
      corporation, its board of directors, and shareholders.
         (4)  A par value for authorized shares or classes of shares.
         (5)  The imposition of personal liability on shareholders for the
      debts of the corporation to a specified extent and upon specified
      conditions.
         c.  Any provision that under this chapter is required or
      permitted to be set forth in the bylaws.
         d.  A provision eliminating or limiting the liability of a
      director to the corporation or its shareholders for money damages for
      any action taken, or any failure to take any action, as a director,
      except liability for any of the following:
         (1)  The amount of a financial benefit received by a director to
      which the director is not entitled.
         (2)  An intentional infliction of harm on the corporation or the
      shareholders.
         (3)  A violation of section 490.833.
         (4)  An intentional violation of criminal law.
         A provision shall not eliminate or limit the liability of a
      director for an act or omission occurring prior to the date when the
      provision in the articles of incorporation becomes effective.
         e.  A provision permitting or making obligatory
      indemnification of a director for liability, as defined in section
      490.850, subsection 5, to any person for any action taken, or any
      failure to take any action, as a director, except liability for any
      of the following:
         (1)  Receipt of a financial benefit to which the person is not
      entitled.
         (2)  An intentional infliction of harm on the corporation or its
      shareholders.
         (3)  A violation of section 490.833.
         (4)  An intentional violation of criminal law.
         3.  The articles of incorporation need not set forth any of the
      corporate powers enumerated in this chapter.
         4.  Provisions of the articles of incorporation may be made
      dependent upon facts objectively ascertainable outside the articles
      of incorporation in accordance with section 490.120.  

         89 Acts, ch 288, §19; 2002 Acts, ch 1154, §10, 125; 2003 Acts, ch
      44, §80; 2007 Acts, ch 140, §3
         Referred to in § 490.831, 490.851, 490.853, 490.1113, 491.5,
      524.1309, 534.501