Iowa Code 489.14607 – Effect of merger
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When a merger under section 489.14604 becomes effective, in addition to the effects stated in section 489.1005, all of the following apply:
1. As provided in the plan of merger, each protected series of each merging company which was established before the merger is any of the following:
a. Is a relocated protected series or continuing protected series.
b. Is dissolved, wound up, and terminated.
Terms Used In Iowa Code 489.14607
- Associated member: means a member that meets the requirements of section 489. See Iowa Code 489.14102
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Iowa Code 489.102
- property: includes personal and real property. See Iowa Code 4.1
- Protected-series transferee: means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. See Iowa Code 489.14102
- Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. See Iowa Code 489.102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Iowa Code 489.102
2. Any protected series to be established as a result of the merger is established.
3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger.
4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment.
5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series.
6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series.
7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding.
8. If provided in the plan of merger all of the following apply:
a. A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series.
b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger.
c. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect.
d. Any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due.
9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.