1. The district court may dissolve a corporation in any of the following ways:
a. A proceeding by the attorney general if it is established that any of the following apply:
(1) The corporation obtained its articles of incorporation through fraud.
(2) The corporation has continued to exceed or abuse the authority conferred upon it by
law.
b. A proceeding by a shareholder if it is established that any of the following conditions
exist:
(1) The directors are deadlocked in the management of the corporate affairs, the
shareholders are unable to break the deadlock, and irreparable injury to the corporation is
threatened or being suffered, or the business and affairs of the corporation can no longer be
conducted to the advantage of the shareholders generally, because of the deadlock.
(2) The directors or those in control of the corporation have acted, are acting, or will act
in a manner that is illegal, oppressive, or fraudulent.\n\nTue Dec 09 22:07:44 2025 Iowa Code 2026, Chapter 490 (142, 1)
121 BUSINESS CORPORATIONS, §490.1432\n\n (3) The shareholders are deadlocked in voting power and have failed, for a period that
includes at least two consecutive annual meeting dates, to elect successors to directors whose
terms have expired.
(4) The corporate assets are being misapplied or wasted.
c. A proceeding by a creditor if it is established that any of the following applies:
(1) The creditor’s claim has been reduced to judgment, the execution on the judgment
returned unsatisfied, and the corporation is insolvent.
(2) The corporation has admitted in writing that the creditor’s claim is due and owing and
the corporation is insolvent.
d. A proceeding by the corporation to have its voluntary dissolution continued under court
supervision.
e. A proceeding by a shareholder if the corporation has abandoned its business and has
failed within a reasonable time to liquidate and distribute its assets and dissolve.
2. Subsection 1, paragraph “b”, shall not apply in the case of a corporation that, on the date
of the filing of the proceeding, has a class or series of shares which is any of the following:
a. A covered security under section 18(b)(1)(A) or (B) of the federal Securities Act of 1933.
b. Not a covered security, but is held by at least three hundred shareholders and the shares
outstanding have a market value of at least twenty million dollars, exclusive of the value of
such shares held by the corporation’s subsidiaries, senior executives, directors, and if they
own more than ten percent of such shares, beneficial shareholders, and voting trust beneficial
owners.
3. a. As used in subsection 1, “shareholder” means a record shareholder, a beneficial
shareholder, and an unrestricted voting trust beneficial owner.
b. As used in subsection 2, “shareholder” means a record shareholder, a beneficial
shareholder, and a voting trust beneficial owner.
89 Acts, ch 288, §156; 2013 Acts, ch 31, §68, 82; 2021 Acts, ch 165, §182, 230
Referred to in §490.304, 490.1431, 490.1433, 490.1434
\n
Notes of Decisions
John R. Baur v. Baur Farms, Inc. & Robert F. Baur, 832 N.W.2d 663 (Iowa 2013).
· cites it 6× “” Iowa Code § 490.1430 (2)(6) (2011). The IBCA, however, offers no definition of “oppressive” or “oppression,” and the Model Business Corporation Act, on which the IBCA is based, likewise fails to furnish definitions of these terms.”
Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003).
“For example, TSI could have been required to produce an accounting of the money it loaned to Northwest and the interest it would have charged as compared to the interest paid by Northwest on the line of credit used by TSI.”
Scott v. Trans-Sys., Inc., 148 Wash. 2d 701 (Wash. 2003).
“For example, TSI could have been required to produce an accounting of the money it loaned to Northwest and the interest it would have charged as compared to the interest paid by Northwest on the line of credit used by TSI.”
In Re Quad City Minority Broadcasters, Inc., 252 B.R. 773 (Bankr. S.D. Iowa 2000).
· cites it 6× “Finally, although Iowa Code § 490.1430 (4) provides a method for a creditor to initiate state judicial action to dissolve and to liquidate a corporation or to continue a voluntary dissolution by state judicial means, 6 the statute does not forbid federal bankruptcy relief.”
Goettsch v. Goettsch, 29 F. Supp. 3d 1231 (N.D. Iowa 2014).
· cites it 9× “In Count One, the plaintiffs seek a judicially-ordered dissolution of Circle G under Iowa Code § 490.1430 , a mandatory buyout under Iowa Code § 490.”
John R. Baur v. Baur Farms, Inc., & Robert F. Baur (Iowa Ct. App. 2016).
· cites it 4× “BFI did not respond to his offer, and on October 10, 2007, Jack filed an action seeking dissolution of the corporation under Iowa Code section 490.1430 (2007), based on a claim of oppressive conduct.”
Guge v. Kassel Enter., Inc. (Iowa Ct. App. 2022).
· cites it 4× “Count I of the lawsuit sought judicial dissolution of Kassel Enterprises under Iowa Code 3 section 490.1430(1)(b)(2) (2018) (for “illegal, oppressive, or fraudulent” conduct) and section 490.”
— Iowa Code § 490.1430(1) — 1 case
— Iowa Code § 490.1430(1)(b) — 1 case
— Iowa Code § 490.1430(1)(b)(2) — 4 cases
Guge v. Kassel Enter., Inc. (Iowa Ct. App. 2022).
“Count I of the lawsuit sought judicial dissolution of Kassel Enterprises under Iowa Code 3 section 490.1430(1)(b)(2) (2018) (for “illegal, oppressive, or fraudulent” conduct) and section 490.”
— Iowa Code § 490.1430(1)(b)(4) — 2 cases
Guge v. Kassel Enter., Inc. (Iowa Ct. App. 2022).
“Count I of the lawsuit sought judicial dissolution of Kassel Enterprises under Iowa Code 3 section 490.1430(1)(b)(2) (2018) (for “illegal, oppressive, or fraudulent” conduct) and section 490.”
— Iowa Code § 490.1430(2) — 1 case
John R. Baur v. Baur Farms, Inc. & Robert F. Baur, 832 N.W.2d 663 (Iowa 2013).
“” Iowa Code § 490.1430 (2)(6) (2011). The IBCA, however, offers no definition of “oppressive” or “oppression,” and the Model Business Corporation Act, on which the IBCA is based, likewise fails to furnish definitions of these terms.”
— Iowa Code § 490.1430(2)(b) — 1 case
John R. Baur v. Baur Farms, Inc., & Robert F. Baur (Iowa Ct. App. 2016).
“BFI did not respond to his offer, and on October 10, 2007, Jack filed an action seeking dissolution of the corporation under Iowa Code section 490.1430 (2007), based on a claim of oppressive conduct.”
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