State of the Nonprofit Regulatory Environment in IOWA

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

IA Code § 633A.5107

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - I.C. § 633A.5107

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Iowa Department of Justice Office of the Attorney General https://www.iowaattorneygeneral.gov/for-businesses/charitable-trust-registration-faq/

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

IA Code § 504.1104

REGULATORY BODY: Other

STATUTE TEXT: 504.1104 Articles of merger. 1. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following: a. The names of the parties to the merger. b. If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of the merger, the amendments to the articles of incorporation of the survivor or the articles of incorporation of the new corporation. c. If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws. d. If the plan of merger did not require approval by the members of the domestic nonprofit corporation that was a party to the merger, a statement to that effect. e. If approval of the plan by some person or persons other than the members of the board is required pursuant to section 504.1103, subsection 1, paragraph ici, a statement that the approval was obtained. f. As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity. 2. Terms of the articles of merger may be dependent on facts objectively ascertainable outside the articles in accordance with section 504.111, subsection 12. 3. Articles of merger must be delivered to the secretary of state for filing by the survivor of the merger and shall take effect at the effective time provided in section 504.114. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law. 2004 Acts, ch 1049, ss128, 192; 2015 Acts, ch 45, ss12 Referred to in ss504.705, 504.859, 504.1106

NOTES: Filing wth Sec. of State I.C.A. § 504.1104; Court Approval Pub. Benefit Corp and Rel. Corp only I.C.A. § 504.1102

IA Code § 504.1102

REGULATORY BODY: Other

STATUTE TEXT: 504.1102 Limitations on mergers by public benefit or religious corporations. 1. Without the prior approval of the district court, a public benefit or religious corporation may merge only with one of the following: a. A public benefit or religious corporation. b. A foreign corporation which would qualify under this chapter as a public benefit or religious corporation. c. A wholly owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger. d. A business or mutual benefit corporation or an unincorporated entity, provided that all of the following apply where the public benefit or religious corporation is not the surviving entity in the merger: (1) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit or religious corporation or the fair market value of the public benefit or religious corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under section 504.1405, subsection 1, paragraphs iei and ifi, had it dissolved. (2) The business or mutual benefit corporation or unincorporated entity shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition. (3) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving entity. 2. Without the prior approval of the district court in a proceeding in which a guardian ad litem has been appointed to represent the interests of the corporation, a member of a public benefit or religious corporation shall not receive or keep anything as a result of a merger other than a membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest. 2004 Acts, ch 1049, ss126, 192; 2005 Acts, ch 19, ss106; 2012 Acts, ch 1049, ss16, 17 Referred to in ss504.1101, 504.1106

NOTES: Filing wth Sec. of State I.C.A. § 504.1104; Court Approval Pub. Benefit Corp and Rel. Corp only I.C.A. § 504.1102

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

IA Code § 504.1005

REGULATORY BODY: Other

STATUTE TEXT: 504.1005 Articles of amendment. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation or bylaws, the corporation amending its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendmentis adoption. 4. If approval by members was not required, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required. 5. If approval by members was required, a statement that the amendment was duly approved by the members in the manner required by this chapter, the articles of incorporation, and bylaws. 6. If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1031, a statement that the approval was obtained. 2004 Acts, ch 1049, ss116, 192; 2006 Acts, ch 1089, ss53, 54 Referred to in ss504.1006

NOTES: Sec. of State [I.C.A. § 504.1005]; Judicial Reorganization only [I.C.A. § 504.1007]

IA Code § 504.1007

REGULATORY BODY: Other

STATUTE TEXT: 504.1007 Amendment pursuant to judicial reorganization. 1. A corporationis articles may be amended without board approval or approval by the members or approval required pursuant to section 504.1031 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. 2. An individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth all of the following: a. The name of the corporation. b. The text of each amendment approved by the court. c. The date of the courtis order or decree approving the articles of amendment. d. The title of the reorganization proceeding in which the order or decree was entered. e. A statement that the court had jurisdiction of the proceeding under federal statute. 3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. 2004 Acts, ch 1049, ss118, 192; 2006 Acts, ch 1089, ss56

NOTES: Sec. of State [I.C.A. § 504.1005]; Judicial Reorganization only [I.C.A. § 504.1007]

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Within five days upon request: Iowa Code § 13C.2

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

IA Code § 504.1403

REGULATORY BODY: Other

STATUTE TEXT: 504.1403 Articles of dissolution. 1. At any time after dissolution is authorized, a corporation may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following: a. The name of the corporation. b. The date dissolution was authorized. c. A statement that dissolution was approved by a sufficient vote of the board. d. If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators. e. If approval by members was required, both of the following: (1) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution. (2) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. f. If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1402, subsection 1, paragraph ici, a statement that the approval was obtained. 2. A corporation is dissolved upon the effective date of its articles of dissolution. 2004 Acts, ch 1049, ss139, 192 Referred to in ss504.1404

NOTES: Secretary of State I.C.A. § 504.1403

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IA Code § 504.1431

REGULATORY BODY: Attorney General

STATUTE TEXT: 504.1431 Grounds for judicial dissolution. 1. The district court may dissolve a corporation in any of the following ways: a. In a proceeding brought by the attorney general, if any of the following is established: (1) The corporation obtained its articles of incorporation through fraud. (2) The corporation has continued to exceed or abuse the authority conferred upon it by law. b. Except as provided in the articles or bylaws of a religious corporation, in a proceeding brought by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if any of the following is established: (1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock. (2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent. (3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired. (4) The corporate assets are being misapplied or wasted. c. In a proceeding brought by a creditor, if either of the following is established: (1) The creditoris claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and the corporation is insolvent. (2) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. d. In a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: a. There are reasonable alternatives to dissolution. b. Dissolution is in the public interest, if the corporation is a public benefit corporation. c. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. 2004 Acts, ch 1049, ss148, 192 Referred to in ss504.1432, 504.1434

NOTES: I.C.A. § 504.1431

IA Code § 504.1434

REGULATORY BODY: Other

STATUTE TEXT: 504.1434 Decree of dissolution. 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 504.1431 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. 2. After entering the decree of dissolution, the court shall direct the winding up of the corporationis affairs and liquidation of the corporation in accordance with section 504.1405 and the notification of its claimants in accordance with sections 504.1406 and 504.1407. 2004 Acts, ch 1049, ss151, 192 Referred to in ss602.8102(70)

NOTES: File with Sec. of State - I.C.A. § 504.1434

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

IA Code § 504.1421

REGULATORY BODY: Other

STATUTE TEXT: 504.1421 Grounds for administrative dissolution. The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs: 1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after the report is due. 2. The corporation is without a registered agent or registered office in this state for sixty days or more. 3. The corporation does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. 4. The corporationis period of duration, if any, stated in its articles of incorporation expires. 2004 Acts, ch 1049, ss144, 192 Referred to in ss504.1422

NOTES: Sec. of State I.C.A. § 504.1421

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IA Code § 504.111

REGULATORY BODY: Not Specific

STATUTE TEXT: 504.111 Filing requirements. 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state. 3. The document must contain the information required by this chapter. It may contain other information as well. 4. The document must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. 5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. 6. The document must be executed by one of the following: a. The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers. b. If directors have not been selected or the corporation has not been formed, by an incorporator. c. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 7. The person executing a document shall sign it and state beneath or opposite the signature the personis name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification. 8. If the secretary of state has prescribed a mandatory form for a document under section 504.112, the document must be in or on the prescribed form. 9. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509. 10. When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state. 11. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents. 12. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply: a. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. b. The facts may include any of the following: (1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data. (2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document. (3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. c. As used in this subsection, all of the following apply: (1) iFiled documenti means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613. (2) iPlani means a plan of entity conversion or merger. 2004 Acts, ch 1049, ss3, 192; 2005 Acts, ch 19, ss77; 2015 Acts, ch 45, ss2 Referred to in ss504.116, 504.1104

NOTES: Iowa Code Ann. § 504.111

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

NOTES: No

IA Code § 504.111

REGULATORY BODY: Other

NOTES: Iowa Code Ann. § 504.111

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

IA Code § 13C.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C.A. § 13C.1

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

IA Code § 13C.1(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C.A. § 13C.1(1)

Small organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

NOTES: NO

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

IA Code § 13C.1(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C.A. § 13C.1(1)

Governmental Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

Non-soliciting

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

IA Code § 13C.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C.A. § 13C.1

Fraternal/ Membership

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Political Orgs

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

IA Code § 13C.1(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: I.C.A. § 13C.1(1)

Other

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

IA Code § 504.1431

REGULATORY BODY: Not Specific

NOTES: I.C.A. § 504.1431

Removal of Board Members

Regulatory Action: REMEDY

YES: A regulation is defined in the state

IA Code § 633A.5108

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Iowa Code Ann. § 633A.5108

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Iowa Code § 13C.2

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-COUNSL-NS

REGULATORY BODY: Not Specific

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Iowa Code § 13C.2, professional commercial fund-rasier must register with the attorney general, provide the attorney general with a listing of the professional commercial fund-raiser’s clients, and obtain a registration permit from the attorney general before soliciting contributions.

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Iowa Code § 13C.2

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Iowa Code § 13C.2

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

IA Code § 13C.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Financial disclosure information from the previous year is required at registration. “In lieu of filing the financial disclosure information at the time of registration, the professional commercial fund-raiser may file a statement with its permit application where it agrees to provide, without cost, the financial disclosure information required to be disclosed pursuant to this subsection to a person or governmental entity requesting the information within one day of the request.” Iowa Code § 13C.2

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific