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VOLUNTARY DISSOLUTION

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

Iowa Code § 490.1401 Dissolution by incorporators or initial directors.

490.1401. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth all of the following: 1. The name of the corporation. 2. The date of its incorporation. 3. Either of the following: a. That none of the corporation’s shares has been issued. b. That the corporation has not commenced business. 4. That no debt of the corporation remains unpaid. 5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued. 6. That a majority of the incorporators or initial directors authorized the dissolution. 89 Acts, ch 288, §145

Iowa Code § 490.1402 Dissolution by board of directors and shareholders.

490.1402. Dissolution by board of directors and shareholders. 1. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. a. For a proposal to dissolve to be adopted, it shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless any of the following apply: (1) The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation. (2) Section 490.826 applies. b. If paragraph “a”, subparagraph (1) or (2), applies, the board shall inform the shareholders of the basis for its so proceeding. 3. The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution. 4. If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. 5. Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3 require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve. 89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125; 2013 Acts, ch 31, §67, 82; 2015 Acts, ch 30, §159; 2021 Acts, ch 165, §171, 230

Iowa Code § 490.1403 Articles of dissolution.

490.1403. Articles of dissolution. 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following: a. The name of the corporation. b. The date that dissolution was authorized. c. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation and bylaws. 2. The articles of dissolution shall take effect at the effective date determined in accordance with section 490.123. A corporation is dissolved upon the effective date of its articles of dissolution. 3. As used in this part, “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. 89 Acts, ch 288, §147; 2002 Acts, ch 1154, §91, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §172, 230

Iowa Code § 490.1404 Revocation of dissolution.

490.1404. Revocation of dissolution. 1. A corporation may revoke its dissolution within one hundred twenty days after its effective date. 2. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. 3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following: a. The name of the corporation. b. The effective date of the dissolution that was revoked. c. The date that the revocation of dissolution was authorized. d. If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect. e. If the corporation’s board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization. f. If shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation and bylaws. 4. The articles of revocation of dissolution shall take effect at the effective date determined in accordance with section 490.123. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. 5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if the dissolution had never occurred. 89 Acts, ch 288, §148; 2002 Acts, ch 1154, §92, 125; 2003 Acts, ch 44, §88; 2021 Acts, ch 165, §173, 230

Iowa Code § 490.1405 Effect of dissolution.

490.1405. Effect of dissolution. 1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following: a. Collecting its assets. b. Disposing of its properties that will not be distributed in kind to its shareholders. c. Discharging or making provision for discharging its liabilities. d. Making distributions of its remaining assets among its shareholders according to their interests. e. Doing every other act necessary to wind up and liquidate its business and affairs. 2. Dissolution of a corporation does not do any of the following: a. Transfer title to the corporation’s property. b. Prevent transfer of its shares or securities. c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII. d. Change any of the following: (1) Quorum or voting requirements for its board of directors or shareholders. (2) Provisions for selection, resignation, or removal of its directors or officers or both. (3) Provisions for amending its bylaws. e. Prevent commencement of a proceeding by or against the corporation in its corporate name. f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. g. Terminate the authority of the registered agent of the corporation. 3. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date shall not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation. 89 Acts, ch 288, §149; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §174, 230

Iowa Code § 490.1406 Known claims against dissolved corporation.

490.1406. Known claims against dissolved corporation. 1. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. 2. The written notice must do all of the following: a. Describe information that must be included in a claim. b. Provide a mailing address where a claim may be sent. c. State the deadline, which must not be fewer than one hundred twenty days after the written notice is effective, by which the dissolved corporation shall receive the claim. d. State that the claim will be barred if not received by the deadline. 3. A claim against the dissolved corporation is barred if any of the following occurs: a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline. b. A claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days after the rejection notice is effective. 4. As used in this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. 89 Acts, ch 288, §150; 2002 Acts, ch 1154, §93, 125; 2021 Acts, ch 165, §175, 230

Iowa Code § 490.1407 Other claims against dissolved corporation.

490.1407. Other claims against dissolved corporation. 1. A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. 2. The notice must meet all of the following requirements: a. Be published in compliance with any of the following: (1) One time in a newspaper of general circulation in the county where the dissolved corporation’s principal office, or, if none in this state, its registered office is or was last located. (2) Be posted conspicuously for at least thirty days on the dissolved corporation’s internet site. b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. c. State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. 3. If the dissolved corporation publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the notice: a. A claimant who was not given written notice under section 490.1406. b. A claimant whose claim was timely sent to the dissolved corporation but not acted on by the corporation. c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 4. A claim that is not barred by section 490.1406, subsection 2, or subsection 3 of this section, may be enforced in any of the following ways: a. Against the dissolved corporation, to the extent of its undistributed assets. b. Except as provided in section 490.1408, subsection 4, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the shareholder in liquidation. 89 Acts, ch 288, §151; 2002 Acts, ch 1154, §94, 125; 2021 Acts, ch 165, §176, 230

Iowa Code § 490.1408 Court proceedings.

490.1408. Court proceedings. 1. A dissolved corporation that has published a notice under section 490.1407 may file an application with the district court of the county where the dissolved corporation’s principal office or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 490.1407, subsection 3. 2. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. 3. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation. 4. Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection 1, shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a shareholder who received assets in liquidation. 2002 Acts, ch 1154, §95, 125

Iowa Code § 490.1409 Director duties.

490.1409. Director duties. 1. Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims. 2. Directors of a dissolved corporation which has disposed of claims under section 490.1406, 490.1407, or 490.1408 shall not be liable for breach of subsection 1 with respect to claims against the dissolved corporation that are barred or satisfied under section 490.1406, 490.1407, or 490.1408. 2002 Acts, ch 1154, §96, 125; 2021 Acts, ch 165, §177, 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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