Shareholders in an incorporated or unincorporated association, who sue to enforce its rights because of its failure to do so, shall support their petition by affidavit, and allege their efforts to have the directors, trustees or other shareholders bring the action or enforce the right, or a sufficient reason for not making such effort.
Rule 1.279.Shareholder's actions
Division II: Actions, Joinder of Actions and Parties · Last amended February 15, 2002 · Last verified July 15, 2026
In one sentenceRule 1.279 requires a shareholder suing to enforce a corporation's or association's own rights to support the petition with an affidavit and explain either the efforts made to get the directors, trustees, or other shareholders to act, or a sufficient reason for skipping that effort.
Full Text of Rule 1.279
Plain-English Summary
A shareholder derivative suit is not the shareholder's own claim -- it belongs to the corporation or association, and the shareholder is stepping in only because the entity itself failed to pursue it. Rule 1.279 makes that unusual posture explicit at the pleading stage. A shareholder in an incorporated or unincorporated association who sues to enforce the entity's rights because it failed to do so must back the petition with an affidavit, not just ordinary allegations.
That affidavit has to address the demand question directly: the shareholder must allege the efforts made to get the directors, trustees, or other shareholders to bring the action or enforce the right themselves, or, if no such effort was made, a sufficient reason for skipping it. This requirement guards against shareholders rushing to court before giving the entity's own leadership -- or its ownership more broadly -- a chance to handle the matter internally, while still recognizing that demand can sometimes be excused.
Frequently Asked Questions
Can I sue on behalf of a corporation whose directors won't pursue a claim it has?
Yes, through a shareholder derivative action, but rule 1.279 requires you to support your petition by affidavit and address whether you asked the directors, trustees, or other shareholders to act first.
Do I have to make a demand on the directors before filing this kind of suit?
Rule 1.279 requires you to allege your efforts to get the directors, trustees, or other shareholders to bring the action or enforce the right -- or, if you made no such effort, a sufficient reason for not doing so.
What if I have a good reason for not demanding the directors act first?
Rule 1.279 allows that. It requires either an allegation of the efforts made, or an allegation of a sufficient reason for not making the effort -- the rule does not require demand in every case.
Does this rule apply only to corporations, or to other kinds of associations too?
Rule 1.279 applies to shareholders in an incorporated or an unincorporated association, so it is not limited to corporations formally organized under that label.
What form does this requirement take when I file my petition?
Rule 1.279 requires the petition to be supported by affidavit, rather than by ordinary unsworn allegations alone.
Source & verification. Rule text and the Comment are
reproduced verbatim from the Iowa Rules of Civil Procedure, adopted by the
Iowa Supreme Court. Last verified July 15, 2026.
· Official source
Also known as: iowa shareholder derivative suit ruleiowa rule 1.279 demand requirementshareholder affidavit petition iowaderivative action director demand iowa