§ 490.151 — Filings

Iowa § 490.151

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

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1. If the defective corporate action ratified under this part would have required under
any other section of this chapter a filing in accordance with this chapter, then, regardless of
whether a filing was previously made in respect of such defective corporate action and in lieu
of a filing otherwise required by this chapter, the corporation shall file articles of validation in
accordancewiththissection, andsucharticlesofvalidationshallservetoamendorsubstitute
for any other filing with respect to such defective corporate action required by this chapter.
2. The articles of validation must set forth all of the following:
a. The defective corporate action that is the subject of the articles of validation, including
in the case of any defective corporate action involving the issuance of putative shares, the

number and type of putative shares issued and the date or dates upon which such putative
shares were purported to have been issued.
b. The date of the defective corporate action.
c. The nature of the failure of authorization in respect of the defective corporate action.
d. A statement that the defective corporate action was ratified in accordance with section
490.147, including the date on which the board of directors ratified such defective corporate
action and the date, if any, on which the shareholders approved the ratification of such
defective corporate action.
e. The information required by subsection 3.
3. The articles of validation must also contain the following information:
a. If a filing was previously made in respect of the defective corporate action and no
changes to such filing are required to give effect to the ratification of such defective corporate
action in accordance with section 490.147, the articles of validation must set forth all of the
following:
(1) The name, title, and filing date of the filing previously made and any articles of
correction to that filing.
(2) A statement that a copy of the filing previously made, together with any articles of
correction to that filing, is attached as an exhibit to the articles of validation.
b. If a filing was previously made in respect of the defective corporate action and such
filingrequiresanychangetogiveeffecttotheratificationofsuchdefectivecorporateactionin
accordance with section 490.147, the articles of validation must set forth all of the following:
(1) The name, title, and filing date of the filing previously made and any articles of
correction to that filing.
(2) Astatementthatafilingcontainingalloftheinformationrequiredtobeincludedunder
the applicable section or sections of this chapter to give effect to such defective corporate
action is attached as an exhibit to the articles of validation.
(3) The date and time that such filing is deemed to have become effective.
c. If a filing was not previously made in respect of the defective corporate action and the
defective corporate action ratified under section 490.147 would have required a filing under
any other section of this chapter, the articles of validation must set forth all of the following:
(1) Astatementthatafilingcontainingalloftheinformationrequiredtobeincludedunder
the applicable section or sections of this chapter to give effect to such defective corporate
action is attached as an exhibit to the articles of validation.
(2) The date and time that such filing is deemed to have become effective.