1. If the secretary of state determines that one or more grounds exist under section 490.1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of such determination under section 490.504.
2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice under section 490.504, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 490.504.
3. 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 under sections 490.1406 and 490.1407.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent. 89 Acts, ch 288, §153; 96 Acts, ch 1170, §11; 2021 Acts, ch 165, §179, 230 Referred to in §490.128, 490.1420, 490.1422 \n
Notes of Decisions
Bejcek v. Allied Life Fin. Corp., 131 F. Supp. 2d 1109 (S.D. Iowa 2001).
· cites it 2× “IOWA CODE § 490.1421(3), ,1405(l)(c). Dissolution does not prevent, the commencement of a proceeding against a dissolved corporation.”
Jones v. F.C. Morris & Sons, Inc. (In Re Morris), 171 B.R. 999 (S.D. Ill. 1993).
“See Iowa Code § 490.1421 (3) (1989) ("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.”
Flanagan Corp. v. Lake Cabin Partners, LLC (Iowa Ct. App. 2022).
· cites it 4× “” However, that section does not alter the type of conduct that corporations are limited to under section 490.1421. Instead, it merely clarifies that litigation may be used even after dissolution, subject to the section 490.”
Polar Insulation, Inc. v. Garling Constr., Inc. & Douglas Demeulenaere (Iowa Ct. App. 2016).
· cites it 2× “1 Polar was administratively dissolved in 2010 but maintains its corporate existence under Iowa Code section 490.1421(3) (2009). 3 In August 2010, Polar filed suit and asserted claims of breach of contract against Garling, as well as claims of intentional interference with a…”
— Iowa Code § 490.1421(3) — 2 cases
Bejcek v. Allied Life Fin. Corp., 131 F. Supp. 2d 1109 (S.D. Iowa 2001).
“IOWA CODE § 490.1421(3), ,1405(l)(c). Dissolution does not prevent, the commencement of a proceeding against a dissolved corporation.”
Polar Insulation, Inc. v. Garling Constr., Inc. & Douglas Demeulenaere (Iowa Ct. App. 2016).
“1 Polar was administratively dissolved in 2010 but maintains its corporate existence under Iowa Code section 490.1421(3) (2009). 3 In August 2010, Polar filed suit and asserted claims of breach of contract against Garling, as well as claims of intentional interference with a…”
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