Iowa Code 490.128 – Certificate of existence or registration
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1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
Terms Used In Iowa Code 490.128
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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
- Person: means a person as defined in section 4. See Iowa Code 490.140
- Proceeding: includes a civil suit and criminal, administrative, and investigatory action. 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
- 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. A certificate of existence must set forth all of the following:
a. The domestic corporation’s corporate name.
b. That the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual.
c. That all fees, taxes, and penalties owed to this state have been paid, subject to all of the following:
(1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the existence of the domestic corporation.
d. That its most recent biennial report required by section 490.1621 has been filed by the secretary of state.
e. That articles of dissolution have not been filed.
f. That the corporation is not administratively dissolved and a proceeding is not pending under section 490.1421.
g. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. A certificate of registration must set forth all of the following:
a. The foreign corporation’s name used in this state.
b. That the foreign corporation is registered to do business in this state.
c. That all fees, taxes, and penalties owed to this state have been paid, subject to all of the following:
(1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the registration of the foreign corporation.
d. That its most recent biennial report required by section 490.1621 has been filed by the secretary of state.
e. Other facts of record in the office of the secretary of state that may be requested by the applicant.
4. Subject to any qualification stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence of the facts stated in the certificate.