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Iowa Code tit. XII, ch. 490, subch. XVI, pt. 1
in effect

Iowa Code § 490.1601 Corporate records.

490.1601. Corporate records. 1. A corporation shall maintain all of the following records: a. Its articles of incorporation as currently in effect. b. Any notices to shareholders referred to in section 490.120, subsection 11, paragraph “e”, specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in section 490.120, subsection 11, paragraph “e”. c. Its bylaws as currently in effect. d. All written communications within the past three years to shareholders generally. e. Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and board committees established under section 490.825. f. A list of the names and business addresses of its current directors and officers. g. Its most recent biennial report delivered to the secretary of state under section 490.1621. 2. A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements. 3. A corporation shall maintain accounting records in a form that permits preparation of its financial statements. 4. A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of each shareholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of shares held by each such shareholder. In addition, if a shareholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of shareholders shall include the electronic mail or other electronic transmission address of the shareholder if notices or other communications are being delivered by the corporation to the shareholder at such electronic mail or other electronic transmission address pursuant to section 490.141, subsection 4. An electronic mail address of a shareholder shall be deemed to be provided by a shareholder if the electronic mail address is contained in a communication to the corporation by or on behalf of the shareholder unless the communication expressly indicates that the electronic mail address shall not be used to deliver notices or other communications. 5. A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time. 89 Acts, ch 288, §175; 97 Acts, ch 171, §19; 2007 Acts, ch 140, §11, 12; 2013 Acts, ch 31, §74, 82; 2021 Acts, ch 165, §199, 230; 2022 Acts, ch 1058, §4

Iowa Code § 490.1602 Inspection rights of shareholders.

490.1602. Inspection rights of shareholders. 1. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in section 490.1601, subsection 1, excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and board committees established under section 490.825, if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. 2. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection 3 and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy any of the following: a. The financial statements of the corporation maintained in accordance with section 490.1601, subsection 2. b. Accounting records of the corporation. c. Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees maintained in accordance with section 490.1601, subsection 1. d. The record of shareholders maintained in accordance with section 490.1601, subsection 4. 3. A shareholder may inspect and copy the records described in subsection 2 only if all of the following apply: a. The shareholder’s demand is made in good faith and for a proper purpose. b. The shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect. c. The records are directly connected with the shareholder’s purpose. 4. The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of records described in subsection 2. 5. For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different from the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its internet site or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting. 6. The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws. 7. This section does not affect any of the following: a. The right of a shareholder to inspect records under section 490.720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant. b. The power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in section 490.1604, subsection 3, provided that, in the case of production of records described in subsection 2, at the request of a shareholder, the shareholder has met the requirements of subsection 3. 8. As used in this section, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner. 89 Acts, ch 288, §176; 2013 Acts, ch 31, §75, 82; 2021 Acts, ch 165, §200, 230

Iowa Code § 490.1603 Scope of inspection right.

490.1603. Scope of inspection right. 1. A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under section 490.1602. 2. The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 490.1602 by furnishing to the shareholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission. 3. The corporation may comply at its expense with a shareholder’s demand to inspect the record of shareholders under section 490.1602, subsection 2, paragraph “d”, by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand. 4. The corporation may impose a reasonable charge to cover the costs of providing copies of documents to the shareholder, which may be based on an estimate of such costs. 89 Acts, ch 288, §177; 2002 Acts, ch 1154, §99, 125; 2013 Acts, ch 31, §76, 82; 2021 Acts, ch 165, §201, 230

Iowa Code § 490.1604 Court-ordered inspection.

490.1604. Court-ordered inspection. 1. If a corporation does not allow a shareholder who complies with section 490.1602, subsection 1, to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder. 2. If a corporation does not within a reasonable time allow a shareholder who complies with section 490.1602, subsection 2, to inspect and copy the records required by that section, the shareholder who complies with section 490.1602, subsection 3, may apply to the district court in the county where the corporation’s principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. 3. If the court orders inspection and copying of the records demanded under section 490.1602, subsection 2, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding shareholder and it shall also order the corporation to pay the shareholder’s expenses incurred to obtain the order, unless the corporation establishes that it refused inspection in good faith because of any of the following: a. The corporation had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. b. The corporation required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding shareholder had been unwilling to agree. 89 Acts, ch 288, §178; 2013 Acts, ch 31, §77, 82; 2021 Acts, ch 165, §202, 230

Iowa Code § 490.1605 Inspection of records by directors.

490.1605. Inspection of records by directors. 1. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation. 2. The district court of the county where the corporation’s principal office, or if none in this state, its registered office is located may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis. 3. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application. 2002 Acts, ch 1154, §100, 125; 2021 Acts, ch 165, §203, 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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