1. This chapter applies to all domestic corporations in existence on January 1,2022, that were incorporated under any general statute of this state providing for incorporation of corporations for profit ifpower to amend or repeal the statute under which the corporation was incorporated was reserved. 2. a. Unlessotherwiseprovided, this chapter does not apply to an entitysubject to chapter 174, 497, 498, 499, 499A, 501, 501A, 524, or 533, or a corporation organized on the mutual plan under chapter 491, or a telephone company organized as a corporation under chapter 491 qualifying pursuant to an internal revenue service letter ruling under Internal Revenue Code §501(c)(12) as a nonprofit corporation entitled to distribute profits in a manner similar to a chapter 499 corporation, unless such entity voluntarily elects to adopt the provisions of this chapter and complies with the procedure prescribed by subsection 3. b. A corporation organized under chapter 496C may voluntarily elect to adopt the provisions of this chapter by complying with the provisions prescribed by subsection 3. 3. The procedure for the voluntary election referred to in subsection 2 is as follows: a. The corporation shall amend or restate its articles of incorporation to indicate that the corporation adopts this chapter and to designate the address of its initial registered office and the name of its registered agent at that office and, ifthe name of the corporation isnot in compliance with the requirements of this chapter, to change the name of the corporation to one complying with the requirements of this chapter. b. (1) The instrument shall be delivered to the secretary of state for filing and recording in the secretary of state’s office. Ifthe corporation was organized under chapter 524 or 533, the instrument shall also be filed and recorded in the office of the county recorder. The corporation shall at the time it filesthe instrument with the secretary of state deliver also to the secretary of state for filing in the secretary of state’s office any biennial report required by section 490.1621 which is then due. (2) Ifthe county ofthe initialregistered office as stated inthe instrument for acorporation organized under chapter 524 or 533 is one which isother than the county where the principal place ofbusiness of the corporation, as designated in itsarticles ofincorporation, was located, the corporation shallforward tothe countyrecorder of the county inwhich the principal place of business of the corporation was located a copy of the instrument and the corporation shall forward tothe recorder ofthe county in which the initial registered officeof thecorporation is located, in addition to a copy of the original instrument, a copy ofthe articles of incorporation of the corporation together with all amendments to them as then on filein the secretary of state’s office. The corporation shall, through an officer or director, certify to the secretary of state that a copy has been sent to each applicable county recorder, including the date each copy was sent. c. Upon the filing of the instrument by a corporation all of the following apply: (1) All of the provisions of this chapter apply to the corporation. (2) The secretary of state shall issue a certificate as to the filing of the instrument and deliver the certificate to the corporation or its representative. (3) The secretary of state shall not filethe instrument with respect to a corporation unless at the time of filing the corporation is validly existing and in good standing in that office under the chapter under which itisincorporated. The corporation shall be considered validly existing and in good standing for the purpose of this chapter for a period of three months following the expiration date of the corporation, provided all biennial reports due have been filedand allfees due in connection with the biennial reports have been paid. d. The provisions of this chapter becoming applicable to a corporationvoluntarily electing to be governed by this chapter do not affect any right accrued or established, or any liability or penalty incurred, under the chapter under which itis incorporated prior to the filing by the secretary of state in the secretary of state’s office of the instrument manifesting the election by the corporation to adopt the provisions of this chapter as provided in this subsection. 4. A corporation subject to this chapter is not subject to chapter 491, 492, 493, or 495.
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