Iowa Code

Iowa Code § 504.1431 (2026)

Grounds for judicial dissolution

✓ current as of July 2026

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1. The district court may dissolve a corporation in any of the following ways:

a. In a proceeding brought by the attorney general, if any of the following is established:

(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. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established:

(1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break 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.

(3) The members 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, or would otherwise have, expired.

(4) The corporate assets are being misapplied or wasted.

c. In a proceeding brought by a creditor, if either of the following is established:

(1) The creditor’s claim has been reduced to judgment, the execution on the judgment is 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. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision.

2. Prior to dissolving a corporation, the court shall consider whether:

a. There are reasonable alternatives to dissolution.

b. Dissolution is in the public interest, if the corporation is a public benefit corporation.

c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. 2004 Acts, ch 1049, §148, 192 Referred to in §504.1432, 504.1434\n\n 504.1432 Procedure for judicial dissolution.

1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in\n\nTue Dec 09 22:06:39 2025 Iowa Code 2026, Chapter 504 (45, 0) 65 REVISED IOWA NONPROFIT CORPORATION ACT, §504.1435\n\nPolk county. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is or was last located.

2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, or carry on the activities of the corporation until a full hearing can be held. 2004 Acts, ch 1049, §149, 192 \n

Notes of Decisions

Cited in 2 cases, 2012–2019 · leading case: Hawkeye Foodservice Distrib., Inc. v. Iowa Educators Corp., 812 N.W.2d 600 (Iowa 2012).

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Hawkeye Foodservice Distrib., Inc. v. Iowa Educators Corp., 812 N.W.2d 600 (Iowa 2012). · cites it 16× “However, the district court treated Hawkeye’s petition as a request to dissolve IEC under section 504.1431. See id. § 504.1431 (providing the grounds for judicial dissolution of nonprofit corporations).”

North Skunk River Greenbelt Ass'n, Inc. v. Allen (Iowa Ct. App. 2019). · cites it 6× “Iowa Code § 504.1431 (2)(a) (requiring the court to consider “reasonable alternative to dissolution”); see also Sauer v.”

— Iowa Code § 504.1431(1) — 1 case

Hawkeye Foodservice Distrib., Inc. v. Iowa Educators Corp., 812 N.W.2d 600 (Iowa 2012). “However, the district court treated Hawkeye’s petition as a request to dissolve IEC under section 504.1431. See id. § 504.1431 (providing the grounds for judicial dissolution of nonprofit corporations).”

— Iowa Code § 504.1431(1)(b) — 1 case

North Skunk River Greenbelt Ass'n, Inc. v. Allen (Iowa Ct. App. 2019). “Iowa Code § 504.1431 (2)(a) (requiring the court to consider “reasonable alternative to dissolution”); see also Sauer v.”

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