Iowa Code 504.1405 – Effect of dissolution
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1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following:
a. Preserving and protecting its assets and minimizing its liabilities.
b. Discharging or making provision for discharging its liabilities and obligations.
c. Disposing of its properties that will not be distributed in kind.
d. Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition.
e. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.
f. If the corporation is a public benefit or religious corporation, and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations.
g. If the corporation is a mutual benefit corporation and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefiting or serving.
h. Doing every other act necessary to wind up and liquidate its assets and affairs.
Terms Used In Iowa Code 504.1405
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of a corporation irrespective of the name or names by which such rules are designated. 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
- Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Iowa Code 504.141
- Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mutual benefit corporation: means a domestic or foreign corporation that is required to be a mutual benefit corporation pursuant to section 504. See Iowa Code 504.141
- Proceeding: includes a civil suit and criminal, administrative, or investigatory actions. See Iowa Code 504.141
- property: includes personal and real property. See Iowa Code 4.1
- Quorum: The number of legislators that must be present to do business.
- Religious corporation: means a domestic or foreign corporation that engages in religious activity as one of the corporation's principal purposes. See Iowa Code 504.141
2. Dissolution of a corporation does not do any of the following:
a. Transfer title to the corporation’s property.
b. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.
c. Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
d. Prevent commencement of a proceeding by or against the corporation in its corporate name.
e. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
f. Terminate the authority of the registered agent.