Iowa Code 504.111 – Filing requirements
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1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.
Terms Used In Iowa Code 504.111
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504. See Iowa Code 504.141
- Corporation: means a public benefit, mutual benefit, or religious corporation. 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.
- delivery: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. See Iowa Code 504.141
- Dependent: A person dependent for support upon another.
- 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
- electronically transmitted: means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. See Iowa Code 504.141
- Entity: includes a domestic or foreign business corporation; domestic or foreign nonprofit corporation; domestic or foreign unincorporated entity; estate; trust; state; the United States; governmental subdivision; and foreign government. See Iowa Code 504.141
- Fiduciary: A trustee, executor, or administrator.
- Filed document: means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504. See Iowa Code 504.111
- filing: means filed in the office of the secretary of state. 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
- Person: includes any individual or entity. See Iowa Code 504.141
- Plan: means a plan of entity conversion or merger. See Iowa Code 504.111
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- seal: shall include an impression upon the paper alone, or upon wax, a wafer affixed to the paper, or an official stamp of a notarial officer as provided in chapter 9B. See Iowa Code 4.1
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 504. See Iowa Code 504.141
- signature: includes a manual, facsimile, conformed, or electronic signature. See Iowa Code 504.141
- 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
- Trustee: A person or institution holding and administering property in trust.
2. This chapter must require or permit filing the document in the office of the secretary of state.
3. The document must contain the information required by this chapter. It may contain other information as well.
4. The document must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.
5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
6. The document must be executed by one of the following:
a. The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers.
b. If directors have not been selected or the corporation has not been formed, by an incorporator.
c. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
7. The person executing a document shall sign it and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification.
8. If the secretary of state has prescribed a mandatory form for a document under section 504.112, the document must be in or on the prescribed form.
9. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509.
10. When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state.
11. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents.
12. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply:
a. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.
b. The facts may include any of the following:
(1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.
(2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document.
(3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
c. As used in this subsection, all of the following apply:
(1) “Filed document” means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613.
(2) “Plan” means a plan of entity conversion or merger.