Iowa Code

Iowa Code § 490.622 (2026)

Liability of shareholders

✓ current as of July 2026

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1. A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

2. A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, subject to the following exceptions: a. To the extent provided in a provision of the articles of incorporation permitted by section 490.202, subsection 2, paragraph “b”, subparagraph (5).

b. A shareholder may become personally liable by reason of the shareholder’s own acts or conduct. 89 Acts, ch 288, §42; 2021 Acts, ch 165, §49, 230 \n

Notes of Decisions

Cited in 10 cases (4 in the last 5 years), 1995–2021 · leading case: In Re Calhoun, 312 B.R. 380 (Bankr. D. Iowa 2004).

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In Re Calhoun, 312 B.R. 380 (Bankr. D. Iowa 2004). · cites it 4× “Iowa Code § 490.622 (1). A shareholder is not personally liable for the acts or debts of the corporation.”

Schweyer Imp.-Schnittholz GMBH v. Genesis Capital Fund, L.P., 220 F.R.D. 582 (S.D. Iowa 2004). · cites it 2× “Iowa Code § 490.622 (2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

Beck v. Equine Estates Dev. Co., 537 N.W.2d 798 (Iowa Ct. App. 1995). · cites it 2× “Iowa Code § 490.622 (1993). A corporation’s existence may, however, be disregarded if: (1) the corporation is undercapitalized, (2) it is without separate books, (3) its finances are not kept separate from individual finances, (4) individual obligations are paid by the…”

Liquor Bike, LLC v. Iowa Dist. Court for Polk Cnty. (Iowa 2021). · cites it 3× “See Iowa Code § 490.622 (2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

Minger Constr., Inc. v. Clark Farms, Ltd., & Kevin W. Clark, AKA K.W. \Casey\" Clark" (Iowa Ct. App. 2015). · cites it 4× “See Iowa Code § 490.622 (2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

Woodruff Constr., LLC v. K.W. \Casey\" Clark" (Iowa Ct. App. 2018). · cites it 2× “1993); see also Iowa Code § 490.622 (2) (2016) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

L & M Ethanol Maint., Inc. v. Gaalswyk (N.D. Iowa 2021). · cites it 2× “Iowa Code § 490.622 ; Minn. Stat. § 302A.”

Zane Algreen v. Timothy Gardner & Gardner Crop Ins., Inc., 919 N.W.2d 768 (Iowa Ct. App. 2018). · cites it 2× “See Iowa Code § 490.622 (2) ("Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

— Iowa Code § 490.622(2) — 3 cases

Liquor Bike, LLC v. Iowa Dist. Court for Polk Cnty. (Iowa 2021). “See Iowa Code § 490.622 (2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation.”

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