Iowa Code 504.1407 – Unknown claims against dissolved corporation
Current as of: 2023 | Check for updates
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1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
Terms Used In Iowa Code 504.1407
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- 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
- Principal office: means the office in or out of this state so designated in the biennial report filed pursuant to section 504. See Iowa Code 504.141
- Proceeding: includes a civil suit and criminal, administrative, or investigatory actions. See Iowa Code 504.141
- property: includes personal and real property. See Iowa Code 4.1
- 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
2. The notice must do all of the following:
a. Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located.
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 corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
3. If the dissolved corporation publishes a newspaper 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 five years after the publication date of the newspaper notice:
a. A claimant who did not receive written notice under section 504.1406.
b. A claimant whose claim was timely sent to the dissolved corporation but not acted on.
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim may be enforced under this section to the following extent, as applicable:
a. Against the dissolved corporation, to the extent of its undistributed assets.
b. If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.