Iowa Code 504.1403 – Articles of dissolution
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1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following:
a. The name of the corporation.
b. The date dissolution was authorized.
c. A statement that dissolution was approved by a sufficient vote of the board.
d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.
e. If approval by members was required, both of the following:
(1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.
(2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph “c”, a statement that the approval was obtained.
Terms Used In Iowa Code 504.1403
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504. See Iowa Code 504.141
- Class: means a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See Iowa Code 504.141
- 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.
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- 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: includes any individual or entity. See Iowa Code 504.141
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 504. See Iowa Code 504.141
- 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
- Vote: includes authorization by written ballot and written consent. See Iowa Code 504.141
2. A corporation is dissolved upon the effective date of its articles of dissolution.