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Form a Business

ADMINISTRATIVE DISSOLUTION

Iowa Code tit. XII, ch. 490, subch. XIV, pt. 2
in effect

Iowa Code § 490.1420 Grounds for administrative dissolution.

490.1420. Grounds for administrative dissolution. The secretary of state may commence a proceeding under section 490.1421 to dissolve a corporation administratively, if any of the following apply: 1. The corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state. 2. The corporation does not deliver its biennial report required by section 490.1621 to the secretary of state within sixty days after it is due. 3. The corporation is without a registered agent or registered office in this state for sixty days or more. 4. The secretary of state has not been notified within sixty days that the corporation’s registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. 5. The corporation’s period of duration stated in its articles of incorporation expires. 89 Acts, ch 288, §152; 96 Acts, ch 1170, §9, 10; 97 Acts, ch 171, §14; 2010 Acts, ch 1100, §18; 2021 Acts, ch 165, §178, 230

Iowa Code § 490.1421 Procedure for and effect of administrative dissolution.

490.1421. Procedure for and effect of administrative dissolution. 1. If the secretary of state determines that one or more grounds exist under section 490.1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504. 2. If the corporation 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 under section 490.504, the secretary of state shall administratively dissolve the corporation 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 corporation under section 490.504. 3. A corporation administratively dissolved continues its corporate existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 490.1405 and notify claimants under sections 490.1406 and 490.1407. 4. The administrative dissolution of a corporation does not terminate the authority of its registered agent. 89 Acts, ch 288, §153; 96 Acts, ch 1170, §11; 2021 Acts, ch 165, §179, 230

Iowa Code § 490.1422 Reinstatement following administrative dissolution.

490.1422. Reinstatement following administrative dissolution. 1. A corporation administratively dissolved under section 490.1421 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. State the name of the corporation at its date of dissolution and the effective date of its administrative dissolution. b. State that the ground or grounds for dissolution either did not exist or have been eliminated. c. If the application is received more than five years after the effective date of dissolution, state a corporate name that satisfies the requirements of section 490.401. 2. a. 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 certificate of reinstatement, and deliver a copy to the corporation under section 490.504. b. If the corporate name in subsection 1, paragraph “c”, is different from the corporate name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the articles of incorporation insofar as it pertains to the corporate name. A corporation shall not relinquish the right to retain its corporate name if the reinstatement is effective within five years of the effective date of the corporation’s dissolution. 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. 89 Acts, ch 288, §154; 92 Acts, ch 1244, §46; 93 Acts, ch 17, §1; 93 Acts, ch 126, §7, 8; 94 Acts, ch 1053, §1; 96 Acts, ch 1170, §12, 132003 Acts, ch 145, §286; 2006 Acts, ch 1089, §9 – 12; 2010 Acts, ch 1040, §2; 2020 Acts, ch 1118, §25; 2021 Acts, ch 165, §180, 230; 2024 Acts, ch 1048, §2

Iowa Code § 490.1423 Appeal from denial of reinstatement.

490.1423. Appeal from denial of reinstatement. 1. If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under section 490.504 with a written notice that explains the reason or reasons for denial. 2. The corporation may appeal the denial of reinstatement to the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located within thirty days after service of the notice of denial is effected. The corporation 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 corporation’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 corporation or may take other action the court considers appropriate. 4. The court’s final decision may be appealed as in other civil proceedings. 89 Acts, ch 288, §155; 2021 Acts, ch 165, §181, 230
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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