ORGANIZATION

Iowa Code tit. XII, ch. 504, subch. II

in effect

Iowa Code § 504.201 Incorporators.

504.201. 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. 2004 Acts, ch 1049, §17, 192

Iowa Code § 504.202 Articles of incorporation.

504.202. Articles of incorporation. 1. The articles of incorporation shall set forth all of the following: a. A corporate name for the corporation that satisfies the requirements of section 504.401. b. The address of the corporation’s initial registered office and the name of its initial registered agent at that office. c. The name and address of each incorporator. d. Whether the corporation will have members. A corporation incorporated prior to January 1, 2005, may state whether it will have members in either the articles of incorporation or in the corporate bylaws. e. For corporations incorporated after January 1, 2005, provisions not inconsistent with law regarding the distribution of assets on dissolution. 2. The articles of incorporation may set forth any of the following: a. The purpose for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity. b. The names and addresses of the individuals who are to serve as the initial directors. c. Provisions not inconsistent with law regarding all of the following: (1) Managing and regulating the affairs of the corporation. (2) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members, or any class of members. (3) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members. d. (1) A provision eliminating or limiting the liability of a director to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (a) The amount of a financial benefit received by a director to which the director is not entitled. (b) An intentional infliction of harm on the corporation or its members. (c) A violation of section 504.835. (d) An intentional violation of criminal law. (2) A provision set forth in the articles of incorporation pursuant to this paragraph shall not eliminate or limit the liability of a director for an act or omission that occurs prior to the date when the provision becomes effective. The absence of a provision eliminating or limiting the liability of a director pursuant to this paragraph shall not affect the applicability of section 504.901. e. A provision permitting or requiring a corporation to indemnify a director for liability, as defined in section 504.851, subsection 5, to a 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 person is not entitled. (2) Intentional infliction of harm on the corporation or its members. (3) A violation of section 504.835. (4) Intentional violation of criminal law. f. Any provision that under this chapter is required or permitted to be set forth in the bylaws. 3. An incorporator named in the articles must sign the articles. 4. The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. 2004 Acts, ch 1049, §18, 192; 2005 Acts, ch 19, §81, 82; 2012 Acts, ch 1023, §157

Iowa Code § 504.203 Incorporation.

504.203. 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. 2004 Acts, ch 1049, §19, 192

Iowa Code § 504.204 Liability for preincorporation transactions.

504.204. 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. 2004 Acts, ch 1049, §20, 192

Iowa Code § 504.205 Organization of corporation.

504.205. Organization of corporation. 1. After incorporation: 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, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to do one of the following: (1) Elect 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 in accordance with section 504.821. 2004 Acts, ch 1049, §21, 192

Iowa Code § 504.206 Bylaws.

504.206. Bylaws. 1. The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. 2. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 2004 Acts, ch 1049, §22, 192

Iowa Code § 504.207 Emergency bylaws and powers.

504.207. Emergency bylaws and powers. 1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as described in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including all of the following: a. How to call a meeting of the board. b. Quorum requirements for the meeting. c. Designation of additional or substitute directors. 2. All provisions of the regular bylaws consistent 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 does both of the following: a. Binds the corporation. b. Shall not be used to impose liability on a corporate director, officer, employee, or agent. 4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. 2004 Acts, ch 1049, §23, 192

Iowa Code § 504.208 Foreign-trade zone corporation.

504.208. Foreign-trade zone corporation. A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be authorized or registered to transact 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, §265, 266