§ 490.505 — Reserved

Iowa § 490.505

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

Text

SUBCHAPTER VI
SHARES AND DISTRIBUTIONS
PART 1
SHARES
490.601 Authorized shares.
1. The articles of incorporation must set forth any classes of shares and series of shares
within a class, and the number of shares of each class and series, that the corporation is
authorized to issue. If more than one class or series of shares is authorized, the articles of
incorporation must prescribe a distinguishing designation for each class or series and, before
the issuance of shares of a class or series, describe the terms, including the preferences,
rights, and limitations of that class or series. Except to the extent varied as permitted by this
section, all shares of a class or series must have terms, including preferences, rights, and
limitations that are identical with those of other shares of the same class or series.
2. The articles of incorporation must authorize all of the following:
a. One or more classes or series of shares that together have full voting rights.
b. One or more classes or series of shares, which may be the same class, classes, or
series as those with voting rights, that together are entitled to receive the net assets of the
corporation upon dissolution.
3. The articles of incorporation may authorize one or more classes or series of shares that
have any of the following characteristics:
a. Have special, conditional, or limited voting rights, or no right to vote, except to the
extent otherwise provided by this chapter.
b. Are redeemable or convertible as specified in the articles of incorporation in any of the
following ways:
(1) At the option of the corporation, the shareholder, or another person or upon the
occurrence of a specified event.
(2) For cash, indebtedness, securities, or other property.
(3) At prices and in amounts specified or determined in accordance with a formula.
c. Entitle the holders to distributions calculated in any manner, including dividends that
may be cumulative, noncumulative, or partially cumulative.
d. Have preference over any other class or series of shares with respect to distributions,
including distributions upon the dissolution of the corporation.
4. The terms of shares may be made dependent upon facts objectively ascertainable
outside the articles of incorporation in accordance with section 490.120, subsection 11.
5. Any of the terms of shares may vary among holders of the same class or series so long
as such variations are expressly set forth in the articles of incorporation.
6. The description of the preferences, rights, and limitations of classes or series of shares
in subsection 3 is not exhaustive.