Relating to corporations by providing for the use of electronic mail and other electronic transmissions, and shareholders’ lists

BACKGROUND. This bill amends provisions in the Iowa business corporation Act (IBCA) (Code chapter 490) as revised in HF 844 (2021 Iowa Acts, chapter 165) based on recommendations by the American bar association and published as the 2016 revised version of the “Model Business Corporation Act” (MBCA). The bill includes later additions to the MBCA relating to the use of electronic transmission to deliver and receive communications between a corporation and shareholders. The bill also makes changes to the use of grammar in provisions enacted in HF 844 and the terminology used in the MBCA and enacted in HF 844 to enhance the IBCA’s readability. DIVISION I —— NOTICES AND OTHER COMMUNICATION.140(12A), (12B)). The use of other forms of electronic transmission is also allowed.140(4)).140(5)). DIVISION I —— LIST OF SHAREHOLDERS. The phrase “shareholders’ list” refers to a register of all active owners of the corporation’s shares which the corporation must keep current. The bill changes the name to “list of shareholders”.720(1)).720(2)). DIVISION I —— RECORD OF SHAREHOLDERS. The corporation is required to maintain a record of shareholders which is the basis for providing communications to shareholders.1601(4)). In these cases, the electronic mail address or other electronic transmission address of a shareholder is deemed to be provided by a shareholder to the corporation if it is contained in a communication to the corporation by or on behalf of the shareholder, unless the shareholder’s communication expressly indicates otherwise. DIVISION II —— GRAMMATICAL CHANGES.1704(4)). DIVISION III —— TERMINOLOGY CHANGES.112).208).112).128).140(47)). The bill makes changes to this terminology when referring to foreign corporations to conform with the MBCA’s use of terms and to enhance readability.120(5)).1621(4)).1511(4)).401(2)).