Category Archives: Shareholder

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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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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Showing Shareholders the Money in Iowa Corporations

Are Iowa corporations required to disclose financial information to shareholders? Iowa law requires Iowa corporations to provide certain financial information to their shareholders.  In particular, Iowa Code Section 490.1620 mandates Iowa corporations provide their shareholders with “annual financial statements.”  As … Continue reading

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7 Corporate Records an Iowa Corporation Must Keep

Iowa shareholders who are either seeking to learn more about their corporation or who are investigating potential corporate wrongdoing, often inquire as to what corporate records (i.e. documents) their corporation must keep.  Not surprisingly, reviewing a corporation’s records often provides shareholders … Continue reading

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Ousting a Corporate Director in Iowa

A Shareholder’s Power to Remove a Director From the Board of Directors Shareholders 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 … Continue reading

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Are Shareholders in Small Family Businesses Personally Liable for Business Debts and Liabilities?

Regardless of whether your family business may be considering taking on debt for a much-needed expansion or whether it is facing liability from a lawsuit or other matter, one question frequently arises:  As a shareholder in an Iowa corporation, can … Continue reading

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What you Need to Consider When Selling a Majority Ownership in a Corporation

As discussed in several previous posts (here and here), Iowa law recognizes the existence of fiduciary duties between majority and minority shareholders in Iowa corporations.  See Linge v. Ralston Purina Co., 293 N.W.2d 191, 194 (Iowa 1980); see also Cookies Food Prods., Inc. v. … Continue reading

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