Iowa Code 490.1405 – Effect of dissolution
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1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following:
a. Collecting its assets.
b. Disposing of its properties that will not be distributed in kind to its shareholders.
c. Discharging or making provision for discharging its liabilities.
d. Making distributions of its remaining assets among its shareholders according to their interests.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
Terms Used In Iowa Code 490.1405
- 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.
- 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
- Distribution: means a direct or indirect transfer of cash or other property, except a corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
- property: includes personal and real property. 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. Dissolution of a corporation does not do any of the following:
a. Transfer title to the corporation’s property.
b. Prevent transfer of its shares or securities.
c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.
d. Change any of the following:
(1) Quorum or voting requirements for its board of directors or shareholders.
(2) Provisions for selection, resignation, or removal of its directors or officers or both.
(3) Provisions for amending its bylaws.
e. Prevent commencement of a proceeding by or against the corporation in its corporate name.
f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
g. Terminate the authority of the registered agent of the corporation.
3. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date shall not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.