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.
Innovative Litigation, L.L.C., as owner and host of this site, and Matthew McKinney as the author (acting on behalf of and through Innovative Litigation, L.L.C.) cannot and does not warrant the accuracy or reliability of the information presented on or through this site. The law can and does change over time and the information contained herein may not reflect the most recent laws – whether statutory law, administrative law, case law, constitutional law, or otherwise. The information on this website does not constitute legal advice and readers should not rely on it to solve problems or other matters. Further, you should seek licensed counsel in the appropriate legal jurisdiction before taking any action. Any information provided on this site is presented “As Is” for your personal curiosity and enjoyment. It is not meant to be relied upon for legal advice, counsel, or for any other purposes. Such information does not take the place of a lawyer. Rules and laws differ by jurisdiction and the information contained within this website may not apply in your jurisdiction. The appearance of articles, listings, or ads, by or for professionals, on this site, does not constitute an endorsement. In all cases, you are responsible for determining the quality of services, information, and/or advice provided by professionals through, or as a consequence of, your use of this site. Neither liability nor responsibility shall arise to any person or entity with respect to loss or damage caused (or alleged to be caused), directly or indirectly, by information posted on this website, or by reason of contact with a professional listed on, or posting information to, this site. No attorney-client relationship is formed by viewing this website and practice is limited to jurisdiction where lawyers are admitted. The information furnished on the website is only general and not a substitute for personalized legal advice. Legal advice cannot be given without full consideration of all relevant information relating to the individual(s) situation. Laws can change daily and new laws may, and likely will, affect the accuracy of the information herein. The information herein may be outdated and replaced by new law.
If you are seeking representation, please read the following notice before sending an e-mail:
Sending an e-mail will not make you a client. Until an agreement regarding representation is reached with you, anything you send will not be confidential or privileged. Before representation can occur, a lawyer will first take you through the conflict of interest procedure and see that you are put in touch with the lawyer best suited to handle your matter.
If you proceed with an e-mail, you confirm that you have read and understood this notice.