1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following:

 a. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.
 b. Each other preexisting constituent organization, by an authorized representative.

Terms Used In Iowa Code 488.1108

  • Certificate of limited partnership: means the certificate required by section 488. See Iowa Code 488.102
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • General partner: means :
     a. See Iowa Code 488.102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
  • Statute: A law passed by a legislature.
 2. The articles of merger must include all of the following:

 a. The name and form of each constituent organization and the jurisdiction of its governing statute.
 b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect.
 c. The date the merger is effective under the governing statute of the surviving organization.
 d. If the surviving organization is to be created by the merger, one of the following:

 (1) If it will be a limited partnership, the limited partnership’s certificate of limited partnership.
 (2) If it will be an organization other than a limited partnership, the organizational document that creates the organization.
 e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization.
 f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.
 g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1109, subsection 2.
 h. Any additional information required by the governing statute of any constituent organization.
 3. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
 4. A merger becomes effective under this article according to one of the following:

 a. If the surviving organization is a limited partnership, upon the later of the following:

 (1) Compliance with subsection 3.
 (2) Subject to section 488.206, subsection 3, as specified in the articles of merger.
 b. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
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