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 with a better understanding of how the corporation is running, or perhaps, isn’t running. Pursuant to Iowa law, a corporation is required to keep at least the following five (5) categories of records:
1. All minutes from shareholder and board of director meetings;
2. Records of all actions taken by shareholders or the board of directors without a meeting;
3. “Appropriate”* accounting records;
4. A record (i.e. list) of its shareholders;
5. Articles or restated articles of incorporation and any amendments thereto;
6. Bylaws or restated bylaws and all amendments to them currently in effect; and
7. All written communications to shareholders.
Iowa Code Section 490.1601 (2014).
*The phrase “appropriate” accounting records is commonly understood to mean those records that generally permit financial statements to be prepared which fairly present the financial position and transactions of the corporation. Also, according to one very influential authority, “in some very small businesses operating on a cash basis, ‘appropriate’ accounting records may consist only of a check register, vouchers, and receipts.” Model Business Corporation Act, 16-2 Official Comment at 2 (2012).
Keeping these and other corporate records on hand for a specified period of time is not only required by Iowa law, but access to such records helps shareholders understand important information about their corporation.
To learn more about inspecting your Iowa corporation’s records, see these posts HERE, HERE, and HERE or contact an attorney in your jurisdiction.
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