Iowa Code » Chapter 490 — BUSINESS CORPORATIONS
Iowa Code

Iowa Code § 490.304 (2026)

Ultra vires

✓ current as of July 2026
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1. Except as provided in subsection 2, the validity of corporate action is not challengeable on the ground that the corporation lacks or lacked power to act.

2. A corporation’s power to act may be challenged in any of the following proceedings:

a. By a shareholder against the corporation to enjoin the act.

b. By the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation.

c. By the attorney general under section 490.1430.

3. In a shareholder’s proceeding under subsection 2, paragraph “a”, to enjoin an \n Tue Dec 09 22:07:43 2025 Iowa Code 2026, Chapter 490 (142, 1) 29 BUSINESS CORPORATIONS, §490.401\n\nunauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. 89 Acts, ch 288, §28 \n 490.305 through 490.400 Reserved.\n\n SUBCHAPTER IV NAME \n

Notes of Decisions
Cited in 1 case, 1990–1990 · leading case: LoRang v. Rasmusson Constr. Co., 464 N.W.2d 482 (Iowa Ct. App. 1990).
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LoRang v. Rasmusson Constr. Co., 464 N.W.2d 482 (Iowa Ct. App. 1990). · cites it 2× “Iowa Code § 490.304 (2) (Supp.1989) (“corporation’s power to act may be challenged .”
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