Category Archives: Business Owner

Proxies & Voting in an Iowa Corporation

Iowa law allows shareholders in a for-profit corporation to vote their shares in one of two ways: (1) in person; or (2) by proxy.  Notably, while the Iowa Code contains very specific requirements governing many shareholder actions, the code is … Continue reading

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Shareholder Oppression and “Mistreatment” in Iowa Corporations – The Reasonable (And Variable) Expectations Test

Are the actions that constitute shareholder oppression (i.e. mistreatment) the same across all Iowa businesses? Put differently, are shareholders in ABC, Corp. entitled to the same rights and “reasonable expectations” of treatment as shareholders in XYZ, Corp.?  In short, according to … Continue reading

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The 2017 Legislative Session, By the Numbers

The 2017 session of the 87th General Assembly convened on January 9, 2017 and adjourned Sine Die, 104 days later, on Saturday, April 22, 2017 at 7:14 a.m.  During this 104 day period, 1653 bills were introduced, of which 174 … Continue reading

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When Owners in an LLC Are Personally Liable

Entrepreneurs and business owners often elect to create a formal business entity, such as a limited liability company (“LLC”), to shield themselves from personal liability.  In other words, they create such an entity to ensure that if an adverse court … Continue reading

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Iowa’s Open Records Law – Who, What, When, and Why?

Iowa’s Open Records laws permit Iowans and Iowa businesses to obtain numerous types of records and communications from government bodies and officials (e.g. state departments, cities, and schools). Frequently, Iowans and Iowa businesses use these laws to obtain general information about … Continue reading

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Single Taxation Versus Double Taxation and the Iowa LLC

As discussed in this prior post, Iowa Limited Liability Companies have the benefit of electing to have a single layer of tax. When an LLC chooses a single layer of tax, LLCs are taxed as pass-through entities, meaning all earnings pass through … Continue reading

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3 Key Differences Between an Iowa LLC and a Corporation

Whether you are looking to form a new business, or perhaps you are seeking personal liability protection by “upgrading” your existing business entity, you may find yourself wondering what is the difference between an Iowa Limited Liability Company (LLC) and a … Continue reading

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Iowa Shareholders Can Remove a Director From the Board of Directors

Shareholders in large and small corporations often inquire: How is a director removed from a corporation’s board of directors? The question may be posed out of concern that the shareholder – who also serves as a director – feels threatened … Continue reading

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Advantages and Disadvantages of Sole Proprietorships in Iowa

A frequent issue that entrepreneurs face – and one they should seriously consider – is whether to create a formal legal entity, such as a limited liability company (L.L.C.), or remain a “sole proprietor.”  This post briefly identifies some of the … Continue reading

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Can I Force My Iowa Corporation to Buy My Stock?

Minority shareholders seeking to exit an Iowa corporation frequently ask, “can I force my closely-held Iowa corporation to purchase my stock.”  A great question, but one that is frequently met with a variety of answers.  On January 21, 2014, the Delaware Supreme Court … Continue reading

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