Iowa Code 490.1511 – Administrative termination of registration
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1. The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections 2 and 3, if any of the following applies:
a. The foreign corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
b. The foreign corporation does not deliver its biennial report to the secretary of state within sixty days after it is due.
c. The foreign corporation is without a registered agent or registered office in this state for sixty days or more.
d. The secretary of state has not been notified within sixty days that the foreign corporation’s registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
Terms Used In Iowa Code 490.1511
- 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.
- Entity: includes a domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States, and a foreign government. See Iowa Code 490.140
- 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
- Interest: means either or both of the following rights under the organic law governing an unincorporated entity:a. See Iowa Code 490.140
- 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
- Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. See Iowa Code 490.140
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
- Service of process: The service of writs or summonses to the appropriate party.
- 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
2. The secretary of state may terminate the registration of a registered foreign corporation by doing all of the following:a. Filing a certificate of termination.b. Delivering a copy of the certificate of termination to the foreign corporation’s registered agent or, if the foreign corporation does not have a registered agent, to the foreign corporation’s principal office.3. The certificate of termination must state all of the following:a. The effective date of the termination, which must be not less than sixty days after the secretary of state delivers the copy of the certificate of termination as prescribed in subsection 2, paragraph “b”.b. The grounds for termination under subsection 1.4. The registration of a registered foreign corporation ceases on the effective date of the termination as set forth in the certificate of termination, unless before that date the foreign corporation cures each ground for termination stated in the certificate of termination. If the foreign corporation cures each ground, the secretary of state shall file a statement that the certificate of termination is withdrawn.5. After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504.