§ 490.1330 — Court action

Iowa § 490.1330

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. If a shareholder makes a demand for payment under section 490.1326 which remains
unsettled, the corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the court to determine the fair value of the shares and accrued
interest. If the corporation does not commence the proceeding within the sixty-day period,
it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to
section 490.1326 plus interest.
2. The corporation shall commence the proceeding in the district court of the county
where the corporation’s principal office or, if none, its registered office in this state is located.
If the corporation is a foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the principal office or registered
office of the domestic corporation merged with the foreign corporation was located at the
time of the transaction.
3. Thecorporationshallmakeallshareholders,regardlessofwhethertheyareresidentsof
this state, whose demands remain unsettled parties to the proceeding as in an action against
their shares, and all parties shall be served with a copy of the petition. Nonresidents may be
served by registered or certified mail or by publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under subsection
2 is plenary and exclusive. The court may appoint one or more persons as appraisers to
receive evidence and recommend a decision on the question of fair value. The appraisers
shall have the powers described in the order appointing them, or in any amendment to it. The
shareholders demanding appraisal rights are entitled to the same discovery rights as parties
in other civil proceedings. There shall be no right to a jury trial.
5. Each shareholder made a party to the proceeding is entitled to judgment for any of the
following:
a. The amount, if any, by which the court finds the fair value of the shareholder’s shares
exceeds the amount paid by the corporation to the shareholder for such shares, plus interest.
b. The fair value, plus interest, of the shareholder’s shares for which the corporation
elected to withhold payment under section 490.1325.