1. A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.

Terms Used In Iowa Code 490.1407

  • 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
  • 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
  • Internet: means the federated international system that is composed of allied electronic communication networks linked by telecommunication channels, that uses standardized protocols, and that facilitates electronic communication services, including but not limited to use of the world wide web; the transmission of electronic mail or messages; the transfer of files and data or other electronic information; and the transmission of voice, image, and video. See Iowa Code 4.1
  • Principal office: means the office, in or out of this state, so designated in the biennial report required by section 490. See Iowa Code 490.140
  • Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
  • Shareholder: means a record shareholder. See Iowa Code 490.140
  • 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
  • written: means any information in the form of a document. See Iowa Code 490.140
 2. The notice must meet all of the following requirements:

 a. Be published in compliance with any of the following:

 (1) One time in a newspaper of general circulation in the county where the dissolved corporation’s principal office, or, if none in this state, its registered office is or was last located.
 (2) Be posted conspicuously for at least thirty days on the dissolved corporation’s internet site.
 b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
 c. State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
 3. If the dissolved corporation publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the notice:

 a. A claimant who was not given written notice under section 490.1406.
 b. A claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation.
 c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
 4. A claim that is not barred by section 490.1406, subsection 2, or subsection 3 of this section, may be enforced in any of the following ways:

 a. Against the dissolved corporation, to the extent of its undistributed assets.
 b. Except as provided in section 490.1408, subsection 4, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the shareholder in liquidation.
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