490.1701 - APPLICATION TO EXISTING CORPORATIONS.

        490.1701  APPLICATION TO EXISTING CORPORATIONS.         1.  Except as provided in this subsection or chapter 504, Code      1989, or current chapter 504, this chapter does not apply to or      affect entities subject to chapter 504, Code 1989, or current chapter      504.  Such entities continue to be governed by all laws of this state      applicable to them before December 31, 1989, as those laws are      amended.  This chapter does not derogate or limit the powers to which      such entities are entitled.         2.  Unless otherwise provided, this chapter does not apply to an      entity subject to chapter 174, 497, 498, 499, 499A, 524, 533, or 534      or a corporation organized on the mutual plan under chapter 491, or a      telephone company organized as a corporation under chapter 491      qualifying pursuant to an internal revenue service letter ruling      under Internal Revenue Code § 501(c)(12) as a nonprofit corporation      entitled to distribute profits in a manner similar to a chapter 499      corporation, unless such entity voluntarily elects to adopt the      provisions of this chapter and complies with the procedure prescribed      by subsection 3 of this section.         A corporation organized under chapter 496C may voluntarily elect      to adopt the provisions of this chapter by complying with the      provisions prescribed by subsection 3.         3.  The procedure for the voluntary election referred to in      subsection 2 is as follows:         a.  The corporation shall amend or restate its articles of      incorporation to indicate that the corporation adopts this chapter      and to designate the address of its initial registered office and the      name of its registered agent at that office and, if the name of the      corporation is not in compliance with the requirements of this      chapter, to change the name of the corporation to one complying with      the requirements of this chapter.         b.  The instrument shall be delivered to the secretary of      state for filing and recording in the secretary of state's office.      If the corporation was organized under chapter 524 or 533, the      instrument shall also be filed and recorded in the office of the      county recorder.  The corporation shall at the time it files the      instrument with the secretary of state deliver also to the secretary      of state for filing in the secretary of state's office any biennial      report which is then due.         If the county of the initial registered office as stated in the      instrument for a corporation organized under chapter 524 or 533 is      one which is other than the county where the principal place of      business of the corporation, as designated in its articles of      incorporation, was located, the corporation shall forward to the      county recorder of the county in which the principal place of      business of the corporation was located a copy of the instrument and      the corporation shall forward to the recorder of the county in which      the initial registered office of the corporation is located, in      addition to a copy of the original instrument, a copy of the articles      of incorporation of the corporation together with all amendments to      them as then on file in the secretary of state's office.  The      corporation shall, through an officer or director, certify to the      secretary of state that a copy has been sent to each applicable      county recorder, including the date each copy was sent.         c.  Upon the filing of the instrument by a corporation all of      the following apply:         (1)  All of the provisions of this chapter apply to the      corporation.         (2)  The secretary of state shall issue a certificate as to the      filing of the instrument and deliver the certificate to the      corporation or its representative.         (3)  The secretary of state shall not file the instrument with      respect to a corporation unless at the time of filing the corporation      is validly existing and in good standing in that office under the      chapter under which it is incorporated.  The corporation shall be      considered validly existing and in good standing for the purpose of      this chapter for a period of three months following the expiration      date of the corporation, provided all biennial reports due have been      filed and all fees due in connection with the biennial reports have      been paid.         d.  The provisions of this chapter becoming applicable to a      corporation voluntarily electing to be governed by this chapter do      not affect any right accrued or established, or any liability or      penalty incurred, under the chapter under which it is incorporated      prior to the filing by the secretary of state in the secretary of      state's office of the instrument manifesting the election by the      corporation to adopt the provisions of this chapter as provided in      this subsection.         4.  Except as specifically provided in this chapter, this chapter      applies to all domestic corporations in existence on December 31,      1989, that were incorporated under any general statute of this state      providing for incorporation of corporations for profit if power to      amend or repeal the statute under which the corporation was      incorporated was reserved.         5.  A corporation subject to this chapter which does not have a      registered office or registered agent or both designated on the      records of the secretary of state is subject to all of the following      provisions:         a.  The office of the corporation set forth in its first      biennial report filed under this chapter shall be deemed its      registered office until December 31, 1990, or until it files a      designation of registered office with the secretary of state,      whichever is earlier.         b.  The person signing the first biennial report of the      corporation filed under this chapter shall be deemed the registered      agent until December 31, 1990, or a statement designating a      registered agent has been filed with the secretary of state,      whichever is earlier.         c.  Section 490.502 does not apply to the corporation until      December 31, 1990, or until the corporation files a designation of      registered office and registered agent at that office with the      secretary of state, whichever is earlier.         6.  A corporation subject to this chapter is not subject to      chapter 491, 492, 493, or 495.  
         Section History: Recent Form
         89 Acts, ch 288, §182; 93 Acts, ch 126, § 9; 97 Acts, ch 107, § 6;      97 Acts, ch 171, § 21--24; 2002 Acts, ch 1017, §5, 8; 2003 Acts, ch      66, §1, 2; 2003 Acts, ch 108, §91; 2004 Acts, ch 1049, §191; 2004      Acts, ch 1175, § 394; 2006 Acts, ch 1010, §126; 2006 Acts, ch 1089,      §14         Referred to in § 496C.14, 496C.19, 515G.3