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Form a Business

INCORPORATION

Iowa Code tit. XII, ch. 490, subch. II
in effect

Iowa Code § 490.201 Incorporators.

490.201. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. 89 Acts, ch 288, §18; 2021 Acts, ch 165, §26, 230

Iowa Code § 490.202 Articles of incorporation.

490.202. Articles of incorporation. 1. The articles of incorporation must set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 490.401. b. The number of shares the corporation is authorized to issue. c. The street and mailing addresses of the corporation’s initial registered office and the name of its initial registered agent at that office. d. The name and address of each incorporator. 2. The articles of incorporation may set forth any of the following: a. The names and addresses of the individuals who are to serve as the initial directors. b. Provisions not inconsistent with law regarding any of the following: (1) The purpose or purposes for which the corporation is organized. (2) Managing the business and regulating the affairs of the corporation. (3) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders. (4) A par value for authorized shares or classes of shares. (5) The imposition of interest holder liability on shareholders. c. Any provision that under this chapter is required or permitted to be set forth in the bylaws. d. A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) The amount of a financial benefit received by a director to which the director is not entitled. (2) An intentional infliction of harm on the corporation or the shareholders. (3) A violation of section 490.832. (4) An intentional violation of criminal law. e. A provision permitting or making obligatory indemnification of a director for liability, as defined in section 490.850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) Receipt of a financial benefit to which the director is not entitled. (2) An intentional infliction of harm on the corporation or its shareholders. (3) A violation of section 490.832. (4) An intentional violation of criminal law. f. A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer is subject to all of the following: (1) It also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 490.862. (2) It may be limited by the authorizing action of the board. 3. The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. 4. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 490.120, subsection 11. 5. As used in this section, “related person” has the meaning specified in section 490.860. 89 Acts, ch 288, §19; 2002 Acts, ch 1154, §10, 125; 2003 Acts, ch 44, §80; 2007 Acts, ch 140, §3; 2012 Acts, ch 1023, §87; 2021 Acts, ch 165, §27, 230

Iowa Code § 490.203 Incorporation.

490.203. Incorporation. 1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. 2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. 89 Acts, ch 288, §20; 2021 Acts, ch 165, §28, 230

Iowa Code § 490.204 Liability for preincorporation transactions.

490.204. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. 89 Acts, ch 288, §21

Iowa Code § 490.205 Organization of corporation.

490.205. Organization of corporation. 1. After incorporation, the following shall apply: a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. b. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to do any of the following: (1) Elect initial directors and complete the organization of the corporation. (2) Elect a board of directors who shall complete the organization of the corporation. 2. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. 3. An organizational meeting may be held in or out of this state. 89 Acts, ch 288, §22; 2021 Acts, ch 165, §29, 230

Iowa Code § 490.206 Bylaws.

490.206. Bylaws. 1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. 2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. 3. The bylaws may contain any of the following provisions: a. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors. b. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption. 4. Notwithstanding section 490.1020, subsection 2, paragraph “b”, the shareholders in amending, repealing, or adopting a bylaw described in subsection 3 shall not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process. 89 Acts, ch 288, §23; 2021 Acts, ch 165, §30, 230

Iowa Code § 490.207 Emergency bylaws.

490.207. Emergency bylaws. 1. Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following: a. Procedures for calling a meeting of the board of directors. b. Quorum requirements for the meeting. c. Designation of additional or substitute directors. 2. All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. 3. Corporate action taken in good faith in accordance with the emergency bylaws has all of the following effects: a. The action binds the corporation. b. The action shall not be used to impose liability on a director, officer, employee, or agent of the corporation. 4. An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event. 89 Acts, ch 288, §24; 2021 Acts, ch 165, §31, 230

Iowa Code § 490.208 Forum selection provisions.

490.208. Forum selection provisions. 1. The articles of incorporation or bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. 2. A provision of the articles of incorporation or bylaws adopted under subsection 1 shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection 1 do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction. 3. No provision of the articles of incorporation or bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration. 4. “Internal corporate claim” means, for the purposes of this section, any of the following: a. Any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity. b. Any derivative action or proceeding brought on behalf of the corporation. c. Any action asserting a claim arising pursuant to any provision of this chapter or the articles of incorporation or bylaws. d. Any action asserting a claim governed by the internal affairs doctrine that is not included in paragraphs “a” through “c”. 2021 Acts, ch 165, §32, 230

Iowa Code § 490.209 Foreign-trade zone corporation.

490.209. Foreign-trade zone corporation. A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be registered to do business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81(a). The domestic or foreign corporation must maintain its principal place of business in this state. The domestic or foreign corporation described in this section has all powers necessary or convenient for applying for a grant of authority to establish, operate, and maintain a foreign-trade zone under 19 U.S.C. §81(a) et seq., and regulations promulgated under that law, and for establishing, operating, and maintaining a foreign-trade zone pursuant to that grant of authority. 2021 Acts, ch 165, §33, 230; 2022 Acts, ch 1021, §143
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=490&year=2026Fetched: 10/20/2026

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