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JUDICIAL DISSOLUTION

Iowa Code tit. XII, ch. 504, subch. XIV, pt. 3
in effect

Iowa Code § 504.1431 Grounds for judicial dissolution.

504.1431. Grounds for judicial dissolution. 1. The district court may dissolve a corporation in any of the following ways: a. In a proceeding brought by the attorney general, if any of the following is established: (1) The corporation obtained its articles of incorporation through fraud. (2) The corporation has continued to exceed or abuse the authority conferred upon it by law. b. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock. (2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent. (3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired. (4) The corporate assets are being misapplied or wasted. c. In a proceeding brought by a creditor, if either of the following is established: (1) The creditor’s claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and the corporation is insolvent. (2) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. d. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: a. There are reasonable alternatives to dissolution. b. Dissolution is in the public interest, if the corporation is a public benefit corporation. c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. 2004 Acts, ch 1049, §148, 192

Iowa Code § 504.1432 Procedure for judicial dissolution.

504.1432. Procedure for judicial dissolution. 1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in Polk county. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located. 2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. 3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, or carry on the activities of the corporation until a full hearing can be held. 2004 Acts, ch 1049, §149, 192

Iowa Code § 504.1433 Receivership or custodianship.

504.1433. Receivership or custodianship. 1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. 2. The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. 3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended, including the following: a. The receiver or custodian may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the receiver’s or custodian’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation. The receiver or custodian may sue and defend in the receiver’s or custodian’s name as receiver or custodian of the corporation, as applicable, in all courts of this state. b. The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. 4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. 5. The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and to the receiver’s or custodian’s attorney from the assets of the corporation or proceeds from the sale of the assets. 2004 Acts, ch 1049, §150, 192

Iowa Code § 504.1434 Decree of dissolution.

504.1434. Decree of dissolution. 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. 2. After entering the decree of dissolution, the court shall direct the winding up of the corporation’s affairs and liquidation of the corporation in accordance with section 504.1405 and the notification of its claimants in accordance with sections 504.1406 and 504.1407. 2004 Acts, ch 1049, §151, 192
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=504&year=2026Fetched: 10/20/2026

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