Iowa Code 490.146 – Defective corporate actions
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1. A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152.
Terms Used In Iowa Code 490.146
- 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
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- Corporate action: means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders. See Iowa Code 490.145
- Defective corporate action: means all of the following:a. See Iowa Code 490.145
- 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
- Overissue: means the purported issuance of any of the following:
a. See Iowa Code 490.145- Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
- Valid shares: means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this part. See Iowa Code 490.145
2. Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this part shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.3. In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon any of the following:a. The effectiveness under this part and under subchapter X of an amendment to the articles of incorporation authorizing, designating, or creating such shares.b. The effectiveness of any other corporate action under this part ratifying the authorization, designation, or creation of such shares.