Iowa Corporation Voluntary Dissolution and Closure Packet

IOWA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Complete and submit the applicable articles in Section 4 after approval. Iowa Code § 490.121(2) makes use of a Secretary of State form optional for this filing; check current delivery and fee instructions before submission.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Iowa Approval Gate

Select the route before approving dissolution. Under Iowa Code § 490.1401, a majority of the incorporators or initial directors may dissolve a corporation that has not issued shares or has not commenced business. The articles must state, among other things, that no debt remains unpaid and, if shares were issued, that remaining net assets have been distributed after winding up. Under § 490.1402, the board first adopts an authorizing resolution and ordinarily recommends dissolution to the shareholders. If shareholder approval is sought at a meeting, every shareholder receives meeting notice. Unless the articles, bylaws, or a valid board condition requires a greater vote, greater quorum, or voting-group approval, the meeting needs a quorum representing a majority of votes entitled to be cast. Shareholders must also approve the proposal: under the general rule in § 490.725(3), favorable votes in each voting group must exceed opposing votes, subject to any greater approval requirement under § 490.1402(5).

Core approval sources verified for this packet: Iowa Code §§ 490.1401 and 490.1402.

Document the approval requirements for the selected route before authorizing dissolution. For a § 490.1401 filing, also confirm each required statement in the articles before delivery.

3. Internal Approval Record

Route A — Incorporators or Initial Directors (§ 490.1401)

Use this route only if the corporation has not issued shares or has not commenced business. Before delivering articles, confirm that no debt remains unpaid and that any remaining net assets after winding up have been distributed to shareholders if shares were issued.

RESOLVED, by a majority of the [INCORPORATORS / INITIAL DIRECTORS], that the corporation be dissolved under Iowa Code § 490.1401 and that articles of dissolution containing that section's required statements be delivered for filing.

Route B — Board and Shareholders (§ 490.1402)

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board adopts this resolution authorizing the proposed dissolution, subject to shareholder approval, and directs submission of the proposal to the shareholders;

RESOLVED, that the board [RECOMMENDS shareholder approval / DETERMINES that a conflict of interest or other special circumstances warrants no recommendation and DIRECTS that the basis, [BASIS], be given to the shareholders];

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and submit the articles after the required approval;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Articles of Dissolution

Complete and sign one alternative. Use Article A only for the § 490.1401 route; use Article B after board and shareholder approval under § 490.1402. Iowa Code § 490.120 governs the document's format, signer, delivery, and fee.

Article A — Before Issuing Shares or Commencing Business

ARTICLES OF DISSOLUTION — IOWA BUSINESS CORPORATION

The corporation named below submits these articles under Iowa Code § 490.1401.

1. Corporation's exact name: [________________________________].
2. Date of incorporation: [__/__/____].
3. Applicable condition (mark one or both): ☐ No shares have been issued. ☐ The corporation has not commenced business.
4. No corporate debt remains unpaid.
5. If shares were issued, the net assets remaining after winding up have been distributed to the shareholders. ☐ Applicable ☐ No shares were issued.
6. A majority of the ☐ incorporators ☐ initial directors authorized dissolution.

Signed on [__/__/____] by [________________________________].

Capacity under § 490.120(6): [CHAIR / PRESIDENT / OTHER OFFICER / INCORPORATOR IF NO DIRECTORS SELECTED].

Signature: [________________________________]

Article B — Board and Shareholder Approval

ARTICLES OF DISSOLUTION — IOWA BUSINESS CORPORATION

The corporation named below submits these articles under Iowa Code § 490.1403.

1. Corporation's exact name: [________________________________].
2. Date dissolution was authorized: [__/__/____].
3. The shareholders duly approved the proposal to dissolve in the manner required by Iowa Code chapter 490 and the corporation's articles of incorporation and bylaws.

Signed on [__/__/____] by [________________________________], [CHAIR / PRESIDENT / OTHER OFFICER].

Signature: [________________________________]

Filing and Effectiveness Control

Under § 490.1403, the corporation is dissolved when its articles become effective. Keep the accepted filing and evidence of its effective date with the approval records. Do not treat tax closure and completion of winding up as part of the state filing.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

Confirm the separate closure requirements for federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, and foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]