Iowa Code 490.1007 – Restated articles of incorporation
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1. A corporation‘s board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.
Terms Used In Iowa Code 490.1007
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the articles of incorporation described in section 490. 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.
- Document: means any of the following:a. 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
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. 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
2. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in section 490.1003.3. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth all of the following:a. The name of the corporation.b. The text of the restated articles of incorporation.c. A statement that the restated articles consolidate all amendments into a single document.d. If a new amendment is included in the restated articles, the statements required under section 490.1006 with respect to the new amendment.4. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.5. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the statements required by subsection 3, paragraph “d”.