Iowa § 490.146 Defective corporate actions

Iowa Statutes

§ 490.146 — Defective corporate actions

Iowa § 490.146

Title XIIBUSINESS ENTITIES

Ch. 490BUSINESS CORPORATIONS

This text of Iowa § 490.146 (Defective corporate actions) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Iowa Code § 490.146 (2026).

Text

1.A defective corporate action shall not be void or voidable if ratified in accordance with section 490.147 or validated in accordance with section 490.152.

2.Ratification under section 490.147 or validation under section 490.152 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this part shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

3.In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued

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1. A defective corporate action shall not be void or voidable if ratified in accordance with
section 490.147 or validated in accordance with section 490.152.
2. Ratification under section 490.147 or validation under section 490.152 shall not be
deemed to be the exclusive means of ratifying or validating any defective corporate action,
and the absence or failure of ratification in accordance with this part shall not, of itself,
affect the validity or effectiveness of any corporate action properly ratified under common
law or otherwise, nor shall it create a presumption that any such corporate action is or was
a defective corporate action or void or voidable.
3. In the case of an overissue, putative shares shall be valid shares effective as of the date
originally issued or purportedly issued upon any of the following:
a. The effectiveness under this part and under subchapter X of an amendment to the
articles of incorporation authorizing, designating, or creating such shares.
b. The effectiveness of any other corporate action under this part ratifying the
authorization, designation, or creation of such shares.