§ 504.111 — Filing requirements

Iowa § 504.111

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 504: REVISED IOWA NONPROFIT CORPORATION ACT

Text

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 document must contain the information required by this chapter. It may contain
other information as well.
4. The document must be typewritten or printed. If the document is electronically
transmitted, it must be in a format that can be retrieved or reproduced in typewritten or
printed form.
5. The document must be in the English language. However, a corporate name need
not be in English if written in English letters or Arabic or Roman numerals. The certificate
of existence required of foreign corporations need not be in English if accompanied by a
reasonably authenticated English translation.
6. The document must be executed by one of the following:
a. The presiding officer of the board of directors of a domestic or foreign corporation, its
president, or by another of its officers.
b. If directors have not been selected or the corporation has not been formed, by an
incorporator.
c. If the corporation is in the hands of a receiver, trustee, or other court-appointed
fiduciary, by that fiduciary.
7. The person executing a document shall sign it and state beneath or opposite the
signature the person’s name and the capacity in which the person signs. The document may
contain a corporate seal, an attestation, an acknowledgment, or a verification.

8. If the secretary of state has prescribed a mandatory form for a document under section
504.112, the document must be in or on the prescribed form.
9. Thedocumentmustbedeliveredtotheofficeofthesecretaryofstateforfiling. Delivery
may be made by electronic transmission if and to the extent permitted by the secretary
of state. If it is filed in typewritten or printed form and not transmitted electronically,
the secretary of state may require one exact or conformed copy to be delivered with the
document, except as provided in sections 504.503 and 504.1509.
10. When the document is delivered to the office of the secretary of state for filing, the
correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner
permitted by the secretary of state.
11. The secretary of state may adopt rules for the electronic filing of documents and the
certification of electronically filed documents.
12. Whenever a provision of this chapter permits any of the terms of a plan or a filed
document to be dependent on facts objectively ascertainable outside the plan or filed
document, all of the following provisions apply:
a. Themannerinwhichthefactswilloperateuponthetermsoftheplanorfileddocument
shall be set forth in the plan or filed document.
b. The facts may include any of the following:
(1) Any of the following that is available in a nationally recognized news or information
medium either in print or electronically: statistical or market indices, market prices of any
security or group of securities, interest rates, currency exchange rates, or similar economic
or financial data.
(2) A determination or action by any person or body, including the corporation or any
other party to a plan or filed document.
(3) The terms of, or actions taken under, an agreement to which the corporation is a party,
or any other agreement or document.
c. As used in this subsection, all of the following apply:
(1) “Filed document” means a document filed with the secretary of state under any
provision of this chapter except subchapter XV or section 504.1613.
(2) “Plan” means a plan of entity conversion or merger.