Iowa Code

Iowa Code § 490.1405 (2026)

Effect of dissolution

✓ current as of July 2026

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1. A corporation that has dissolved continues its corporate existence but the dissolved corporation shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including by doing any of the following:

a. Collecting its assets.

b. Disposing of its properties that will not be distributed in kind to its shareholders.

c. Discharging or making provision for discharging its liabilities.\n\nTue Dec 09 22:07:44 2025 Iowa Code 2026, Chapter 490 (142, 1) 117 BUSINESS CORPORATIONS, §490.1407\n\n d. Making distributions of its remaining assets among its shareholders according to their interests.

e. Doing every other act necessary to wind up and liquidate its business and affairs.

2. Dissolution of a corporation does not do any of the following:

a. Transfer title to the corporation’s property.

b. Prevent transfer of its shares or securities.

c. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII.

d. Change any of the following:

(1) Quorum or voting requirements for its board of directors or shareholders.

(2) Provisions for selection, resignation, or removal of its directors or officers or both.

(3) Provisions for amending its bylaws.

e. Prevent commencement of a proceeding by or against the corporation in its corporate name.

f. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

g. Terminate the authority of the registered agent of the corporation.

3. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date shall not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation. 89 Acts, ch 288, §149; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §174, 230 Referred to in §490.1421, 490.1433 \n

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 1992–2022 · leading case: Ezzone v. Riccardi, 525 N.W.2d 388 (Iowa 1994).

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Ezzone v. Riccardi, 525 N.W.2d 388 (Iowa 1994). · cites it 4× “130 (1987) (fifth unnumbered paragraph) (since repealed; see Iowa Code § 490.1405 (2)(e) (1993)). Upon issuance of the certificate of cancellation, the entity was to be liquidated as provided by chapter 496A for dissolutions generally.”

In Re Quad City Minority Broadcasters, Inc., 252 B.R. 773 (Bankr. S.D. Iowa 2000). · cites it 12× “2 Iowa Code § 490.1405 (2)(e) expressly states that “dissolution of a corporation does not .”

Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999). “§§ 23-1-45-5 to 23-1-4-7 (Mi-chie 1997) (2 years); Iowa Code Ann. §§ 490.1405 -.1407 (West 1991) (5 years); Ky.”

Flanagan Corp. v. Lake Cabin Partners, LLC (Iowa Ct. App. 2022). · cites it 4× “1421(3) provides that “[a] corporation administratively dissolved continues its corporate existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 490.1405 and notify claimants.” Thus, an administratively…”

Karnes v. F.C. Morris & Sons, Inc. (In re Morris), 147 B.R. 929 (Bankr. S.D. Ill. 1992). “30 (1991) and Iowa Code § 490.1405 1991)— likewise provide for continued corporate existence to convey property.”

— Iowa Code § 490.1405(2) — 2 cases

In Re Quad City Minority Broadcasters, Inc., 252 B.R. 773 (Bankr. S.D. Iowa 2000). “2 Iowa Code § 490.1405 (2)(e) expressly states that “dissolution of a corporation does not .”

Flanagan Corp. v. Lake Cabin Partners, LLC (Iowa Ct. App. 2022). “1421(3) provides that “[a] corporation administratively dissolved continues its corporate existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 490.1405 and notify claimants.” Thus, an administratively…”

— Iowa Code § 490.1405(l) — 1 case

In Re Quad City Minority Broadcasters, Inc., 252 B.R. 773 (Bankr. S.D. Iowa 2000). “2 Iowa Code § 490.1405 (2)(e) expressly states that “dissolution of a corporation does not .”

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