Nonprofit Corporation Voluntary Dissolution Filing Requirements in Iowa

At a glance

Requirements one by one

Member vote and class approval

Section 504.1402 uses the smaller of two thresholds. If the total voting power is 100 and 30 votes are cast, two-thirds of those votes is 20; the alternative majority-of-voting-power threshold is 51. Unless a higher requirement applies, 20 affirmative votes meet the smaller threshold, provided the quorum requirement is satisfied.

Written consent is a different route. Section 504.704 requires at least 80% of voting power unless the articles or bylaws limit or prohibit it. Notice goes to all members who did not sign, and when that notice is required the approval becomes effective ten days after notice. Section 504.708 instead permits a ballot to every eligible member, with enough responses for the applicable quorum and enough approvals for the meeting threshold.

Filing contents and signer

Where member approval is required, § 504.1403 calls for each separately voting class's designation, outstanding memberships, voting entitlement and indisputably voting count. The articles then report either votes for and against or undisputed affirmative votes and their sufficiency. Required outside approval also must be reported. Section 504.111 requires the signer's name and capacity alongside the signature.

What trips people up

The memberless procedure is based on the absence of members, rather than whether activity has begun. Sections 504.1401 and 504.1402 require an asset-recipient plan. The seven-day notice under § 504.823(3) applies to the relevant director meetings, and § 504.1401 also applies that notice standard to incorporator meetings.

For dissolution-meeting notice, § 504.705 makes its specified notice requirements mandatory for the listed fundamental matters, even though its general opening provision uses a fair-and-reasonable standard. Dissolution notice must state its purpose and include the plan or a summary under § 504.1402.

The ordinary articles follow authorization, not a certification that all liquidation has already finished. Section 504.1405 preserves winding-up existence. If a public benefit or religious corporation's documents do not provide for distribution, that section supplies a restricted recipient rule; a particular transfer must also satisfy applicable contractual and legal requirements.

Common questions

Can the Secretary require paper delivery even when electronic filing is otherwise available? Yes. Current § 504.116(5), added by 2026 Iowa Acts chapter 1145, permits mail or in-person delivery when specified credible information suggests a fraudulent filing or unlawful purpose.

Does dissolution automatically transfer title or end the registered agent's authority? No. Section 504.1405(2) expressly preserves both.

Statutes and sources

Iowa Code § 504.1401

504.1401 Dissolution by incorporators or directors and third persons. 1. A majority of the incorporators of a corporation that has no directors and no members or a majority of the directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering articles of dissolution to the secretary of state. 2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice must be in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. 3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Iowa Code § 504.1402

504.1402 Dissolution by directors, members, and third persons. 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class or the articles or bylaws impose other requirements, dissolution is authorized if it is approved by all of the following: a. The board. b. The members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less. c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031 for an amendment to the articles or bylaws. 2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. 3. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis. 4. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 504.705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution. 5. If the board seeks to have the dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. 6. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Iowa Code § 504.1403

504.1403 Articles of dissolution. 1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following: a. The name of the corporation. b. The date dissolution was authorized. c. A statement that dissolution was approved by a sufficient vote of the board. d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators. e. If approval by members was required, both of the following: (1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution. (2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph “c”, a statement that the approval was obtained. 2. A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

Iowa Code § 504.1404

504.1404 Revocation of dissolution. 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. 3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following: a. The name of the corporation. b. The effective date of the dissolution that was revoked. c. The date that the revocation of dissolution was authorized. d. If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect. e. If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization. f. If member or third-person action was required to revoke the dissolution, the information required by section 504.1403, subsection 1, paragraphs “e” and “f”. 4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. 5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

Iowa Code § 504.1405

504.1405 Effect of dissolution. 1. A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including all of the following: a. Preserving and protecting its assets and minimizing its liabilities. b. Discharging or making provision for discharging its liabilities and obligations. c. Disposing of its properties that will not be distributed in kind. d. Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition. e. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. f. If the corporation is a public benefit or religious corporation, and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations. g. If the corporation is a mutual benefit corporation and a provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefiting or serving. h. Doing every other act necessary to wind up and liquidate its assets and affairs. 2. Dissolution of a corporation does not do any of the following: a. Transfer title to the corporation’s property. b. Subject its directors or officers to standards of conduct different from those prescribed in subchapter VIII. c. Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. d. Prevent commencement of a proceeding by or against the corporation in its corporate name. e. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. f. Terminate the authority of the registered agent.

Official text (accessed 2026-09-30).

Iowa Code § 504.111

504.111 Filing requirements. 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state. 3. The document must contain the information required by this chapter. It may contain other information as well. 4. The document must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. 5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. 6. The document must be executed by one of the following: a. The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers. b. If directors have not been selected or the corporation has not been formed, by an incorporator. c. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 7. The person executing a document shall sign it and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification. 8. If the secretary of state has prescribed a mandatory form for a document under section 504.112, the document must be in or on the prescribed form. 9. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509. 10. When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state. 11. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents. 12. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply: a. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. b. The facts may include any of the following: (1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data. (2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document. (3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. c. As used in this subsection, all of the following apply: (1) “Filed document” means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613. (2) “Plan” means a plan of entity conversion or merger.

Official text (accessed 2026-09-30).

Iowa Code § 504.114

504.114 Effective date of document. 1. Except as provided in subsection 2 and section 504.115, a document is effective at the later of the following times: a. At the date and time of filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing. b. At the time specified in the document as its effective time on the date it is filed. 2. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date filed.

Official text (accessed 2026-09-30).

Iowa Code § 504.704

504.704 Action by written consent. 1. Unless limited or prohibited by the articles or bylaws of the corporation, action required or permitted by this chapter to be approved by the members of a corporation may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take corporation action. 2. If not otherwise determined under section 504.703 or 504.707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection 1. 3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state. 4. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.

Official text (accessed 2026-09-30).

Iowa Code § 504.705

504.705 Notice of meeting. 1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. 2. Any notice which conforms to the requirements of subsection 3 is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection 3, paragraph “b”, must be given as provided in subsection 3. 3. Notice is fair and reasonable if all of the following occur: a. The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not more than sixty days and not less than ten days, or if notice is mailed by other than first class or registered mail, not less than thirty days, before the date of the meeting. b. The notice of an annual or regular meeting includes a description of any matter or matters which must be considered for approval by the members under sections 504.833, 504.859, 504.1003, 504.1022, 504.1104, 504.1202, and 504.1402. c. The notice of a special meeting includes a description of the purpose for which the meeting is called. 4. Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 504.707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. 4A. The board may hold a meeting for members solely by means of remote communication in accordance with section 504.702A and in that case the notice shall describe how members may participate in the meeting. 5. When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and if the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

Official text (accessed 2026-09-30).

Iowa Code § 504.708

504.708 Action by written ballot. 1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. 2. A written ballot shall do both of the following: a. Set forth each proposed action. b. Provide an opportunity to vote for or against each proposed action. 3. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. 4. All solicitations for votes by written ballot shall do all of the following: a. Indicate the number of responses needed to meet the quorum requirements. b. State the percentage of approvals necessary to approve each matter other than election of directors. c. Specify the time by which a ballot must be received by the corporation in order to be counted. 5. Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked. 6. Unless prohibited by the articles or bylaws, a written ballot may be delivered and a vote may be cast on that ballot by electronic transmission. An electronic transmission of a written ballot shall contain or be accompanied by information indicating that a member, a member’s agent, or a member’s attorney authorized the electronic transmission of the ballot.

Official text (accessed 2026-09-30).

Iowa Code § 504.713

504.713 Quorum requirements. 1. Unless this chapter or the articles or bylaws of a corporation provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. 3. A bylaw amendment to increase the quorum required for any member action must be approved by the members. 4. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official text (accessed 2026-09-30).

Iowa Code § 504.822

504.822 Action without meeting. 1. Except to the extent the articles or bylaws of a corporation require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. 2. Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken is to be effective. A director’s consent may be withdrawn by revocation signed by the director and delivered to the corporation prior to the delivery to the corporation of unrevoked written consents signed by all of the directors. 3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

Official text (accessed 2026-09-30).

Iowa Code § 504.823

504.823 Call and notice of meetings. 1. Unless the articles or bylaws of a corporation, or subsection 3, provide otherwise, regular meetings of the board may be held without notice. 2. Unless the articles, bylaws, or subsection 3 provide otherwise, special meetings of the board must be preceded by at least two days’ notice to each director of the date, time, and place, but not the purpose, of the meeting. 3. In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 504.824. 4. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.

Official text (accessed 2026-09-30).

Iowa Code § 504.825

504.825 Quorum and voting. 1. Except as otherwise provided in this chapter, or the articles or bylaws of a corporation, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. 2. The articles or bylaws shall not authorize a quorum of fewer than one-third of the number of directors in office. 3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by this chapter, the articles of incorporation, or bylaws. 4. A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to the action taken unless any of the following applies: a. The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting. b. The director dissents or abstains from the action and any of the following applies: (1) The dissent or abstention is entered in the minutes of the meeting. (2) The director delivers notice in the form of a record of the director’s dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation promptly after adjournment of the meeting. 5. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Official text (accessed 2026-09-30).

Iowa Code § 504.116(5), 2026 Iowa Acts ch. 1145, § 44

NEW SUBSECTION. 5. a. The secretary of state may require a document to be delivered by mail or in person if the secretary of state receives credible information that the document is being submitted for filing fraudulently or may be used to accomplish a fraudulent, criminal, or unlawful purpose.

Official text (accessed 2026-09-30).

Iowa Secretary of State, nonprofit Articles of Dissolution fee

Articles of Dissolution - $5 Iowa Code 504.1403

Official text (accessed 2026-09-30).

Iowa Secretary of State, nonprofit Articles of Revocation of Dissolution fee

Articles of Revocation of Dissolution - $5 Iowa Code 504.1404

Official text (accessed 2026-09-30).