Iowa Code 490.748 – Shareholder action to appoint custodian or receiver
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1. The district court of the county where a corporation‘s principal office or, if none in this state, its registered office is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that any of the following applies:
a. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered.
b. The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
Terms Used In Iowa Code 490.748
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Beneficial shareholder: means a person who owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee. See Iowa Code 490.140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Individual: means a natural person. See Iowa Code 490.140
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Principal office: means the office, in or out of this state, so designated in the biennial report required by section 490. See Iowa Code 490.140
- Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
- property: includes personal and real property. See Iowa Code 4.1
- Record shareholder: means any of the following:a. See Iowa Code 490.140
- Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. See Iowa Code 490.140
- Shareholder: means a record shareholder. See Iowa Code 490.140
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
- Unrestricted voting trust beneficial owner: means , with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. See Iowa Code 490.140
2. a. The district court may issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the district court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held.b. The district court shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the district court, before appointing a custodian or receiver.c. The district court has jurisdiction over the corporation and all of its property, wherever located.3. The district court may appoint an individual or domestic or registered foreign corporation as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the district court directs.4. The district court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers, all of the following apply:a. A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation.b. A receiver may do any of the following:(1) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the district court.(2) Sue and defend in the receiver’s own name as receiver in all courts of this state.5. The district court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.6. The district court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.7. As used in this section, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.