Fill and Sign the Iowa Corporation 497305117 Form

CORPORATE DISSOLUTION IOWA Electronic Version STATUTORY REFERENCE IOWA CODE, §§ 490.1401 through 490.1407 INTRODUCTORY NOTES AND LAW SUMMARY A majority of the incorporators or initial directors of an Iowa corporation that has not issued shares or has not commenced business may dissolve the corporation by filing articles of dissolution with the Secretary of State. The Articles must set forth: 1. The name of the corporation. 2. The date of its incorporation. 3. Either of the following:  That none of the corporation's shares has been issued.  That the corporation has not commenced business. 4. That no debt of the corporation remains unpaid. 5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued. 6. That a majority of the incorporators or initial directors authorized the dissolution. For an Iowa corporation that has issued shares and commenced business, the board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted, both of the following must apply: 1. The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders. 2. The shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal for dissolution on any basis. The corporation must notify EVERY shareholder, whether or not entitled to vote, of the proposed shareholders' meeting to consider dissolution. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Unless the articles of incorporation or the board of directors require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal to dissolve. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing Articles of Dissolution. The Articles of Dissolution must set forth the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approved by the shareholders, both of the following: (1) The number of votes entitled to be cast on the proposal to dissolve. (2) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. 4. If voting by voting groups was required, the information set out above must be separately provided for each voting group entitled to vote separately on the plan to dissolve. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs, including any of the following: 1. Collecting its assets. 2. Disposing of its properties that will not be distributed in kind to its shareholders. 3. Discharging or making provision for discharging its liabilities. 4. Distributing its remaining property among its shareholders according to their interests. 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not do any of the following: 1. Transfer title to the corporation's property. 2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records. 3. Subject its directors or officers to standards of conduct different from those prescribed by statute. 4. Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. 5. Prevent commencement of a proceeding by or against the corporation in its corporate name. 6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. 7. Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following the statutory procedures. The dissolved corporation must notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: 1. Describe information that must be included in a claim. 2. Provide a mailing address where a claim may be sent. 3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim. 4. State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is barred if either of the following occur: 1. A claimant who was given written notice does not deliver the claim to the dissolved corporation by the deadline. 2. A claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must meet all of the following requirements: 1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office is or was last located. 2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. 3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. If the dissolved corporation publishes a newspaper notice in accordance with the statutory requirements, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice. 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced in either of the following ways: 1. Against the dissolved corporation, to the extent of its undistributed assets. 2. If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder's total liability for all claims cannot exceed the total amount of assets distributed to the shareholder in liquidation. STEPS AND GUIDELINES TO DISSOLVE AN IOWA CORPORATION Step 1: SEE FORM 1 - ARTICLES OF DISSOLUTION If the corporation is being dissolved by a majority of the initial directors or incorporators, and the corporation has not issued stock or has not commenced business, then use FORM 1 . (If the corporation has issued stock or commenced business, got to Step 2.) 1. Provide the name of the corporation. 2. Provide the date on which the corporation was formed. 3. Indicate either that none of the corporation's shares has been issued or that the corporation has not commenced business. 4. There is nothing to add to this section. 5. There is nothing to add to this section. 6. There is nothing to add to this section. 7. Have an incorporator or a director sign and date the Articles. Have that signature acknowledged. 8. The filing fee is $5.00. 9. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the filing fee to: SECRETARY OF STATE Lucas Building, 1st Floor Des Moines, Iowa 50319 Telephone 515-281-5204 FAX: 515-242-5953 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 3: If the corporation has issued stock or has commenced business, follow the following procedures: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS 4. SEE FORM 3 - ARTICLES OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized. 3. Indicate the results of the shareholders' votes on the Board's resolution to dissolve the corporation. 4. Provided the date the Certificate is being signed. 5. Have an officer or a director sign and date the Articles. 6. The filing fee is $5.00. 7. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the filing fee to: SECRETARY OF STATE Lucas Building, 1st Floor Des Moines, Iowa 50319 Telephone 515-281-5204 FAX: 515-242-5953 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 4: Once the corporation has approved dissolution, to dispose of or limit all claims against the corporation you must complete the dissolution by doing the following (See introduction above for details regarding these requirements ) : 1. You MUST mail a notice to all known claimants. SEE FORM 4 . 2. You may publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 5 ( this form is similar to Form 5, but it is not the same and includes important statutory differences and requirements). The Notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, an Iowa corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, an Iowa corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, an Iowa corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION ARTICLES OF DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS OF _______________________________________________ [Name of Corporation] 1. The name of the corporation is ________________________________________________. 2. The corporation was incorporated on the ____ day of __________________, ______ 3. _____ None of the corporation's shares have been issued. _____ The corporation has not commenced business. 4. No debt of the corporation remains unpaid. 5. If shares have been issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders. 6. A majority of the initial directors or of the incorporators have authorized the dissolution. DATED this ____ day of ______________________, 20______. __________________________________________ [name of corporation] By_______________________________________ __________________________________________ [print name] Incorporator/Initial Director FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date:_________________ SECRETARY OF STATE Lucas Building, 1st Floor Des Moines, Iowa 50319 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution along with the filing fee. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 ARTICLES OF DISSOLUTION ARTICLES OF DISSOLUTION OF _______________________________________________ [Name of Corporation] 1. The name of the corporation is ______________________________________________. 2. Dissolution of the corporation was authorized by its shareholders on the ____ day of _______________________, ______. 3. There is/are _______ voting groups eligible to vote on approval of the dissolution. The designation of voting groups entitled to vote separately on the dissolution, the number of votes in each, the number of votes represented at the meeting at which the dissolution was approved and the votes cast for and against the dissolution were as follows: The voting group consisting of ______________ outstanding shares of ____________________ [class or series] stock is entitled to ____________ votes. There were ____________________ votes present at the meeting. The voting group cast _____________ votes for and ___________ votes against approval of the dissolution. The number of votes cast for approval of the dissolution was sufficient for approval by the voting group. The voting group consisting of ______________ outstanding shares of ____________________ [class or series] stock is entitled to ____________ votes. There were ____________________ votes present at the meeting. The voting group cast _____________ votes for and _________ votes against approval of the dissolution. The number of votes cast for approval of the dissolution was sufficient for approval by the voting group. DATED this ____ day of _______________, 20_______. __________________________________________ [name of corporation] By_______________________________________ __________________________________________ [name] [title] FORM 4 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ________________________________________ __________________________________________ (name of corporation), an Iowa corporation with its office at ________________________________________________________________ (address of office), have been filed with the Iowa Secretary of State in accordance with the laws of the State of Iowa. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________.* All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title * EDITOR'S NOTE: THIS TIME GIVEN TO RESPOND SHOULD BE "REASONABLE "- SINCE THERE IS NOT A SET STATUTORY REQUIREMENT, 120 DAYS FROM THE DATE OF PUBLICATION SHOULD BE CONSIDERED "REASONABLE." FORM 5 PUBLICATION NOTICE NOTICE OF DISSOLUTION OF CORPORATION Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), an Iowa corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Iowa Corporation Commission in accordance with the laws of the State of Iowa. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of the publication of this notice). All claims will be barred if not received by this date unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title