ADMINISTRATIVE DISSOLUTION

Iowa Code tit. XII, ch. 499, subch. IV

in effect

Iowa Code § 499.76 Grounds for administrative dissolution.

499.76. Grounds for administrative dissolution. The secretary of state may commence a proceeding under section 499.77 to administratively dissolve an association if any of the following apply: 1. The association has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 499.49, within sixty days after it is due. 2. The association is without a registered agent or registered office in this state for sixty days or more. 3. The association does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. 4. The association’s period of duration stated in its articles of incorporation expires. 93 Acts, ch 126, §23; 97 Acts, ch 171, §32; 2000 Acts, ch 1022, §11

Iowa Code § 499.77 Procedure for and effect of administrative dissolution.

499.77. Procedure for and effect of administrative dissolution. 1. If the secretary of state determines that one or more grounds exist under section 499.76 for dissolving an association, the secretary of state shall serve the association by ordinary mail with written notice of the secretary of state’s determination pursuant to section 499.75. 2. If the association does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected pursuant to section 499.75, the secretary of state shall administratively dissolve the association by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the association pursuant to section 499.75. 3. An association administratively dissolved continues its existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs and notify claimants. 4. The administrative dissolution of an association does not terminate the authority of its registered agent. 93 Acts, ch 126, §24

Iowa Code § 499.78 Reinstatement following administrative dissolution.

499.78. Reinstatement following administrative dissolution. 1. An association administratively dissolved under section 499.77 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements: a. Recite the name of the association at its date of dissolution and the effective date of its administrative dissolution. b. State that the ground or grounds for dissolution have been eliminated. 2. If the secretary of state determines that the application contains the information required by subsection 1 and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the association pursuant to section 499.75. 3. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred. 93 Acts, ch 126, §25; 97 Acts, ch 171, §33; 2006 Acts, ch 1089, §41

Iowa Code § 499.78A Appeal from denial of reinstatement.

499.78A. Appeal from denial of reinstatement. 1. If the secretary of state denies an association’s application for reinstatement following administrative dissolution, the secretary of state shall serve the association pursuant to section 499.75 with a written notice that explains the reason or reasons for denial. 2. The association may appeal the denial of reinstatement to the district court within thirty days after service of the notice of denial is perfected. The association appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state’s certificate of dissolution, the association’s application for reinstatement, and the secretary of state’s notice of denial. 3. The court may summarily order the secretary of state to reinstate the dissolved association or may take other action the court considers appropriate. 4. The court’s final decision may be appealed as in other civil proceedings. 93 Acts, ch 126, §26

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=499&year=2026Fetched: 10/20/2026