Iowa Code 490.1201 – Disposition of assets not requiring shareholder approval
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No approval of the shareholders is required to do any of the following, unless the articles of incorporation otherwise provide:
1. Sell, lease, exchange, or otherwise dispose of any of the corporation‘s assets in the usual and regular course of business.
Terms Used In Iowa Code 490.1201
- Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
- Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
2. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, regardless of whether in the usual and regular course of business.
3. Transfer any or all of the corporation’s assets to one or more domestic or foreign corporations or other entities, all of the shares or interests of which are owned by the corporation.
4. Distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares.