Iowa Code

Iowa Code § 490.1323 (2026)

Perfection of rights — right to withdraw

✓ current as of July 2026

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1. A shareholder who receives notice pursuant to section 490.1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (2). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 490.1322, subsection 2, paragraph “a”, subparagraph (1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under section 490.1325. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2.

2. A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 490.1322, subsection 2, paragraph “b”, subparagraph (5). A shareholder who fails to so withdraw from the appraisal process shall not thereafter withdraw without the corporation’s written consent.

3. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in section 490.1322, subsection 2, shall not be entitled to payment under this subchapter. 89 Acts, ch 288, §137; 2002 Acts, ch 1154, §84, 125; 2003 Acts, ch 44, §86; 2013 Acts, ch 31, §62, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §164, 230 Referred to in §490.1301, 490.1322, 490.1324 \n

Notes of Decisions

Cited in 3 cases, 1994–2015 · leading case: Rolfe State Bank v. Charles a. Gunderson & Gloria K. Gunderson, Margaret Gunderson Moore, Clara Gunderson Hoover & Harold M. Hoover, Helen D. Gunderson, Deane C. Gunderson & Martha G. Carlson, 794 N.W.2d 561 (Iowa 2011).

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Rolfe State Bank v. Charles a. Gunderson & Gloria K. Gunderson, Margaret Gunderson Moore, Clara Gunderson Hoover & Harold M. Hoover, Helen D. Gunderson, Deane C. Gunderson & Martha G. Carlson, 794 N.W.2d 561 (Iowa 2011). · cites it 2× “As a result of the reverse stock split, the Gundersons were forced to surrender their minority shares to the Bank, and they filed a notice of their exercise of appraisal rights pursuant to Iowa Code section 490.1323. The Gundersons asserted that the fair value of their…”

Sieg Co. v. Kelly, 512 N.W.2d 275 (Iowa 1994). · cites it 2× “See Iowa Code § 490.1323 . Sieg paid the Kellys $25,000 each for their stock in Sieg Cedar Rapids.”

Twc I, L.L.c, F/K/A the Weitz Co. I, Inc. & Twc II, L.L.C., F/K/A the Weitz Co. II, Inc., plaintiffs/counterclaim-defendants/appellees/cross-appellants v. Craig Damos, defendant/counterclaim-plaintiff/appellant/cross-appellee. (Iowa Ct. App. 2015). “§ 490.1323. The corporation must then pay the shareholder the fair value it determined for those shares together with interest.”

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