1. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation‘s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.

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Terms Used In Iowa Code 490.623

  • 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.
  • 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
  • Record date: means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Iowa Code 490.140
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
 2. Shares of one class or series shall not be issued as a share dividend in respect of shares of another class or series unless one or more of the following conditions are met:

 a. The articles of incorporation so authorize.
 b. A majority of the votes entitled to be cast by the class or series to be issued approve the issue.
 c. There are no outstanding shares of the class or series to be issued.
 3. The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date shall not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.