1. Corporations existing for a period of years may be renewed from time to time for the same or shorter periods, or may be renewed to exist perpetually, upon compliance with the provisions of this section and other applicable statutes.
2. The right of renewal is vested in the stockholders and shall be exercised by a resolution thereof adopted at any regular meeting or at any special meeting called for that purpose. Such resolution must be adopted by a majority of all the votes cast at such meeting, or by such other vote as is authorized or required in the company’s existing articles of incorporation.
3. If the renewal instrument in proper form and the necessary fees are tendered to the secretary of state for filing three months or less either prior or subsequent to the corporation’s expiration date, the renewal shall take effect immediately upon the expiration of the corporation’s previous period of existence, and in such case, the corporate existence shall be considered as having been extended without interruption. If the renewal is filed more than three months before or after the expiration date, the renewal shall take effect upon the date such renewal with necessary fees is accepted and filed by the secretary of state; and in cases where filed more than three months after the expiration date, shall not be in legal effect a renewal unless the procedure provided for and the additional fees provided for in section 491.28 are fully complied with and paid.
4. In all cases of renewal, those stockholders voting for such renewal must purchase at its real value the stock voted against the renewal, and shall have three years from the date such action for renewal was taken in which to purchase and pay for the stock voting against the renewal, which purchase price shall bear interest at the rate of five percent per annum from the date of the renewal action until paid. [C51, §681; R60, §1158; C73, §1069; C97, §1618; S13, §1618; C24, 27, 31, 35, 39, §8365, 8366; C46, 50, §491.25, 491.26; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.25] 2015 Acts, ch 29, §65 Referred to in §9.11, 491.20, 491.26 \n
Notes of Decisions
Cited in
13
cases, 1952–1992 · leading case:
Robbins v. Beatty, 67 N.W.2d 12 (Iowa 1954).
Robbins v. Beatty, 67 N.W.2d 12 (Iowa 1954).
· cites it 42× “’This is an equity action brought under section 491.25, Code, 1946, by three owners of corporate stock (79 shares in all) in Shellsburg Grain & Lumber Company to recover the real value of their stock from owners of 428 shares which, it is alleged, were voted in favor of renewing…”
Duvall v. Moore, 276 F. Supp. 674 (N.D. Iowa 1967).
· cites it 48× “CIoos under Iowa Code Section 491.25. Finally, plaintiffs allege that Section 491.”
Melsha v. Tribune Pub. Co. of Cedar Rapids, 51 N.W.2d 425 (Iowa 1952).
· cites it 12× “Plaintiff seeks an adjudication as to his status as a minority stockholder in defendant-corporation, under section 491.25, Code, 1946. A motion to dismiss the petition was sustained and plaintiff appeals.”
Woodward v. Quigley, 133 N.W.2d 38 (Iowa 1965).
· cites it 8× “Section 491.25 of the Code, I.C.A., provides in part: "In all cases of renewal, those stockholders voting for such renewal must purchase *40 at its real value the stock voted against such renewal, and shall have three years from the date such action for renewal was taken in…”
Richardson v. Palmer Broad. Co., 353 N.W.2d 374 (Iowa 1984).
· cites it 4× “2d 12, 18 (1954) in determining the value of dissenting shareholders stock under Iowa Code section 491.25 (1946). That statute used the phrase “real value” rather than “fair value,” but because the purpose of the valuation thereunder is basically indistinguishable from the…”
State Ex Rel. Robbins v. Shellsburg Grain & Lumber Co., 53 N.W.2d 143 (Iowa 1952).
· cites it 10× “The action is predicated upon section 491.25, Code of 1946, which states: “Corporations * * * may be renewed * * * if a majority of the votes cast * * * be in favor of such renewal, and if those voting for such renewal will purchase at its real value the stock voted against such…”
Woodward v. Comm'r, 397 U.S. 572 (1970).
“” Iowa Code §491.25 (1966). Taxpayers attempted to negotiate purchase of the dissenting stockholder’s shares, but no agreement could be reached on the “real value” of those shares.”
United States v. Hilton Hotels Corp., 397 U.S. 580 (1970).
“2 Iowa Code §491.25 (1966) provides that majority shareholders voting for renewal "shall have three years from the date such *584 action for renewal was taken in which to purchase and pay for the stock voting against such renewal .”
Woodward v. Comm'r, 49 T.C. 377 (Tax Ct. 1968).
· cites it 3× “, the stockholders voting for renewal were required to purchase at its real value the stock voted against renewal. The parties could not agree upon the real value of the minority stock.”
Stokely-Van Camp, Inc. v. The United States, 974 F.2d 1319 (Fed. Cir. 1992).
“at 1304 (quoting Iowa Code § 491.25 (1966)). When no agreement could be reached on the “real value” of those shares, an appraisal litigation ensued, and the taxpayers paid $25,000 in professional fees for services rendered in connection with the litigation.”
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