Iowa Code § 501A.1201 Methods of dissolution.
501A.1201. Methods of dissolution.
A cooperative may be dissolved by the members or by administrative or court order as provided in this chapter.
2005 Acts, ch 135, §85
DISSOLUTION
Iowa Code tit. XII, ch. 501A, subch. XII
in effectIowa Code § 501A.1202 Winding up.
501A.1202. Winding up.
1. Collection and payment of debts. After the notice of intent to dissolve has been filed with the secretary, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to do all of the following:
a. Collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for membership interests.
b. Pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
2. Transfer of assets. After the notice of intent to dissolve has been filed with the secretary, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
3. Distribution to members. Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the cooperative’s articles or bylaws, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
2005 Acts, ch 135, §86
Iowa Code § 501A.1203 Revocation of dissolution proceedings.
501A.1203. Revocation of dissolution proceedings.
1. Authority to revoke. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary.
2. Revocation by members. The chairperson may call a members’ meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members’ meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members’ meeting by a majority of the members of the cooperative or, for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
3. Filing with the secretary. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary. After the notice is filed, the cooperative may resume business.
2005 Acts, ch 135, §87
Iowa Code § 501A.1204 Statute of limitations.
501A.1204. Statute of limitations.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary.
2005 Acts, ch 135, §88 Barring of claims, §501A.1215
Iowa Code § 501A.1205 Articles of dissolution.
501A.1205. Articles of dissolution.
1. Conditions to file. Articles of dissolution of a cooperative shall be filed with the secretary after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state all of the following:
a. The name of the cooperative.
b. All debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding.
c. The remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members.
d. Legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
2. Dissolution effective on filing. The cooperative is dissolved when the articles of dissolution have been filed with the secretary.
3. Certificate. The secretary shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains all of the following:
a. The name of the dissolved cooperative.
b. The date the articles of dissolution were filed with the secretary.
c. A statement that the cooperative is dissolved.
2005 Acts, ch 135, §89
Iowa Code § 501A.1206 Application for court-supervised voluntary dissolution.
501A.1206. Application for court-supervised voluntary dissolution.
After a notice of intent to dissolve has been filed with the secretary and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court.
2005 Acts, ch 135, §90
Iowa Code § 501A.1207 Court-ordered remedies for dissolution.
501A.1207. Court-ordered remedies for dissolution.
1. Conditions for relief. A court may grant equitable relief that the court deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business as follows:
a. In a supervised voluntary dissolution that is applied for by the cooperative.
b. In an action by a member when it is established that any of the following apply:
(1) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative’s affairs and the members are unable to break the deadlock.
(2) The directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers.
(3) The members of the cooperative are so divided in voting power that, for a period that includes the time when two consecutive regular members’ meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors.
(4) The cooperative assets are being misapplied or wasted.
(5) The period of duration as provided in the articles has expired and has not been extended as provided in this chapter.
c. In an action by a creditor when any of the following applies:
(1) The claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied.
(2) The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business.
(3) In an action by the attorney general to dissolve the cooperative in accordance with this chapter when it is established that a decree of dissolution is appropriate.
2. Condition of cooperative or association. In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative, but shall not refuse to order equitable relief or dissolution solely on the grounds that the cooperative has accumulated operating net income or current operating net income.
3. Dissolution as remedy. In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subsection 1, paragraph “b”, subparagraph (1) or (2). Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
4. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorney fees and disbursements, to any of the other parties.
5. Venue. Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.
6. Parties. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
2005 Acts, ch 135, §91
Iowa Code § 501A.1208 Procedure in involuntary or court-supervised voluntary dissolution.
501A.1208. Procedure in involuntary or court-supervised voluntary dissolution.
1. Action before hearing. Before a hearing is completed in dissolution proceedings, a court may do any of the following:
a. Issue injunctions.
b. Appoint receivers with all powers and duties that the court directs.
c. Take actions required to preserve the cooperative’s assets, wherever located.
d. Carry on the business of the cooperative.
2. Action after hearing. After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative’s assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of membership interests. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative, either at public or private sale.
3. Discharge of obligations. The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
a. The costs and expense of the proceedings, including attorney fees and disbursements.
b. Debts, taxes, and assessments due the United States, this state, and other states in that order.
c. Claims duly proved and allowed to employees under the provisions of the workers’ compensation law, except that claims under this paragraph shall not be allowed if the cooperative carried workers’ compensation insurance, as provided by law, at the time the injury was sustained.
d. Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three months preceding the appointment of the receiver.
e. Other claims that are proved and allowed by the court.
4. Remainder to members. After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation plan.
2005 Acts, ch 135, §92
Iowa Code § 501A.1209 Receiver qualifications and powers.
501A.1209. Receiver qualifications and powers.
1. Qualifications. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.
2. Powers. A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
2005 Acts, ch 135, §93
Iowa Code § 501A.1210 Dissolution action by attorney general — administrative dissolution.
501A.1210. Dissolution action by attorney general — administrative dissolution.
1. Conditions to begin action. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that any of the following applies:
a. The articles and certificate of organization were procured through fraud.
b. The cooperative was organized for a purpose not permitted by this chapter or prohibited by state law.
c. The cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter.
d. The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative’s franchise, privileges, or enterprise.
2. Notice to cooperative. An action shall not be commenced under subsection 1 until thirty days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty additional days to make the correction before filing the action.
2005 Acts, ch 135, §94
Iowa Code § 501A.1211 Filing claims in court-supervised dissolution proceedings.
501A.1211. Filing claims in court-supervised dissolution proceedings.
1. Filing under oath. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the clerk of court or with the receiver in a form prescribed by the court.
2. Date to file a claim. If the court requires the filing of claims, the court shall do all of the following:
a. Set a date, by order, at least one hundred twenty days after the date the order is filed as the last day for the filing of claims.
b. Prescribe the notice of the fixed date that shall be given to creditors and claimants.
3. Fixed date or extension for filing. Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
2005 Acts, ch 135, §95
Iowa Code § 501A.1212 Discontinuance of court-supervised dissolution proceedings.
501A.1212. Discontinuance of court-supervised dissolution proceedings.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
2005 Acts, ch 135, §96
Iowa Code § 501A.1213 Court-supervised dissolution order.
501A.1213. Court-supervised dissolution order.
1. Conditions for dissolution order. In an involuntary or supervised voluntary dissolution the court shall enter an order dissolving the cooperative upon the following conditions:
a. After the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members.
b. If the property or other assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities.
2. Dissolution effective on filing order. When the order dissolving the cooperative has been entered, the cooperative is dissolved.
2005 Acts, ch 135, §97
Iowa Code § 501A.1214 Filing court’s dissolution order.
501A.1214. Filing court’s dissolution order.
After the court enters an order dissolving a cooperative, the clerk of court shall cause a certified copy of the dissolution order to be filed with the secretary. The secretary shall not charge a fee for filing the dissolution order.
2005 Acts, ch 135, §98
Iowa Code § 501A.1215 Barring of claims.
501A.1215. Barring of claims.
1. Claims barred. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
2. Certain unfiled claims allowed. Within one year after articles of dissolution have been filed with the secretary under this chapter or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim for any of the following:
a. Against the cooperative to the extent of undistributed assets.
b. If the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
3. Omitted claims allowed. Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subsection does not apply to dissolution under the supervision or order of a court.
2005 Acts, ch 135, §99 Statute of limitations, see §501A.1204
Iowa Code § 501A.1216 Right to sue or defend after dissolution.
501A.1216. Right to sue or defend after dissolution.
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
2005 Acts, ch 135, §100
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=501A&year=2026Fetched: 10/20/2026