Iowa Code 490.1509 – Withdrawal upon dissolution or conversion to certain nonfiling entities
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1. A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved corporation or the converted domestic or foreign nonfiling entity and state:
a. In the case of a foreign corporation that has completed winding up all of the following:
(1) Its name and jurisdiction of formation.
(2) That the foreign corporation withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(3) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3.
b. In the case of a foreign corporation that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership all of the following:
(1) The name of the converting foreign corporation and its jurisdiction of formation.
(2) The type of the nonfiling entity to which it has converted and its name and jurisdiction of formation.
(3) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(4) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3.
Terms Used In Iowa Code 490.1509
- 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.
- dissolved corporation: means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. See Iowa Code 490.1403
- 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
- 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.
- Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
- Nonfiling entity: means an unincorporated entity that is of a type that is not created by filing a public organic record. See Iowa Code 490.140
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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
- 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. After the withdrawal of the registration of a foreign corporation, 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.