Iowa Code

Iowa Code § 504.835 (2026)

Liability for unlawful distributions

✓ current as of July 2026

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1. Unless a director complies with the applicable standards of conduct described in section 504.831, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.

2. A director held liable for an unlawful distribution under subsection 1 is entitled to contribution from both of the following:

a. Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 504.831.

b. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. 2004 Acts, ch 1049, §94, 192; 2005 Acts, ch 19, §98, 99 Referred to in §504.202, 504.832, 504.901 \n

Notes of Decisions

Cited in 2 cases (1 in the last 5 years), 2020–2023 · leading case: Safe Bldg. Compliance & Tech. v. Michelle Bernholtz, n/k/a Michelle Naughton (Iowa Ct. App. 2023).

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Safe Bldg. Compliance & Tech. v. Michelle Bernholtz, n/k/a Michelle Naughton (Iowa Ct. App. 2023). · cites it 4× “(c) A violation of section 504.835. (d) An intentional violation of criminal law.”

Decorah Genealogy Ass'n v. Roger L. Bergan (Iowa Ct. App. 2020). · cites it 2× “A violation of section 504.835. d. An intentional violation of criminal law.”

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