504.1105 Effect of merger. When a merger takes effect, all of the following occur: 1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. 2. The title to all real estate and other property owned by each corporation party to […]
504.1106 Merger with foreign corporation or foreign unincorporated entity. 1. Except as provided in section 504.1102, one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met: a. The merger is permitted by the law of the […]
504.1107 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. […]
504.1108 Conversion. A corporation organized under this chapter that is an insurance company may voluntarily elect to be organized as a mutual insurance company under chapter 490 or 491 pursuant to the procedures set forth in section 514.23. 2004 Acts, ch 1049, §132, 192
504.111 Filing requirements. 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state. 3. The […]
504.111A Secretary of state — extra services — surcharge. Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II. 2021 Acts, ch 165, §262 NEW section
504.112 Forms. 1. The secretary of state may prescribe and furnish on request forms for an application for a certificate of existence, a foreign corporation’s application for a certificate of authority to transact business in this state, a foreign corporation’s application for a certificate of withdrawal, and the biennial report. If the secretary of state […]
504.113 Filing, service, and copying fees. 1. The secretary of state shall collect the following fees, as provided by the secretary of state, when the documents described in this subsection are delivered for filing: DOCUMENT FEE a. Articles of incorporation $ __ b. Application for use of indistinguishable name $ __ c. Application for reserved […]
504.114 Effective date of document. 1. Except as provided in subsection 2 and section 504.115, a document is effective at the later of the following times: a. At the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time […]
504.115 Correcting filed document. 1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document satisfies one of the following: a. The document contains an inaccuracy. b. The document was defectively executed, attested, sealed, verified, or acknowledged. c. The electronic transmission was defective. 2. A document is […]
504.116 Filing duty of secretary of state. 1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 504.111, the secretary of state shall file it. 2. The secretary of state files a document by recording the document as filed on the date and the time […]
504.117 Appeal from secretary of state’s refusal to file document. 1. If the secretary of state refuses to file a document delivered for filing to the secretary of state’s office, the domestic or foreign corporation may appeal the refusal to the district court in the county where the corporation’s principal office, or if there is […]
504.118 Evidentiary effect of copy of filed document. A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state. 2004 Acts, ch 1049, §10, 192
504.119 Certificate of existence. 1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. 2. The certificate of existence shall set forth all of the following: a. The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state. b. […]
504.120 Penalty for signing false document. 1. A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. 2. An offense under this section is a serious misdemeanor punishable by a fine not to […]
504.1201 Sale of assets in regular course of activities and mortgage of assets. 1. A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do either of the following: a. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual […]
504.1202 Sale of assets other than in regular course of activities. 1. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined […]
504.1301 Prohibited distributions. Except as authorized by section 504.1302, a corporation shall not make any distributions. 2004 Acts, ch 1049, §135, 192
504.1302 Authorized distributions. 1. A mutual benefit corporation may purchase its memberships if, after the purchase is completed, both of the following apply: a. The corporation will be able to pay its debts as they become due in the usual course of its activities. b. The corporation’s total assets will at least equal the sum […]
504.131 Powers. The secretary of state has all powers reasonably necessary to perform the duties required of the secretary of state’s office by this chapter. 2004 Acts, ch 1049, §13, 192
