1. A corporation shall maintain all of the following records:

 a. Its articles of incorporation as currently in effect.
 b. Any notices to shareholders referred to in section 490.120, subsection 11, paragraph “e”, specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in section 490.120, subsection 11, paragraph “e”.
 c. Its bylaws as currently in effect.
 d. All written communications within the past three years to shareholders generally.
 e. Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and board committees established under section 490.825.
 f. A list of the names and business addresses of its current directors and officers.
 g. Its most recent biennial report delivered to the secretary of state under section 490.1621.

Terms Used In Iowa Code 490.1601

  • Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
  • 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.
  • Dependent: A person dependent for support upon another.
  • Document: means any of the following:
     a. See Iowa Code 490.140
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Iowa Code 490.140
  • Electronic mail: means an electronic transmission directed to a unique electronic mail address. See Iowa Code 490.140
  • Electronic mail address: means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which electronic mail may be sent or delivered. 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
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
  • Shareholder: means a record shareholder. 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
  • 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. A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements.
 3. A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
 4. A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of each shareholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of shares held by each such shareholder. In addition, if a shareholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of shareholders shall include the electronic mail or other electronic transmission address of the shareholder if notices or other communications are being delivered by the corporation to the shareholder at such electronic mail or other electronic transmission address pursuant to section 490.141, subsection 4. An electronic mail address of a shareholder shall be deemed to be provided by a shareholder if the electronic mail address is contained in a communication to the corporation by or on behalf of the shareholder unless the communication expressly indicates that the electronic mail address shall not be used to deliver notices or other communications.
 5. A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
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