1. By complying with this subchapter, all of the following apply:

 a. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, resulting in a survivor.
 b. Two or more foreign business corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic business corporation created in the merger.

Terms Used In Iowa Code 490.1102

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Dependent: A person dependent for support upon another.
  • domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Iowa Code 490.140
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Iowa Code 490.140
  • Eligible interests: means interests or memberships. See Iowa Code 490.140
  • Entity: includes a domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States, and a foreign government. See Iowa Code 490.140
  • 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
  • foreign business corporation: means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the law of this state. See Iowa Code 490.140
  • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state. See Iowa Code 490.140
  • Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
     a. See Iowa Code 490.140
  • 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.
  • Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
  • Merger: means a transaction pursuant to section 490. See Iowa Code 490.140
  • Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Iowa Code 490.140
  • Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
  • Person: means a person as defined in section 4. See Iowa Code 490.140
  • Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
  • property: includes personal and real property. See Iowa Code 4.1
  • Public organic record: means any of the following:
     (1) The articles of incorporation of a domestic or foreign business or nonprofit corporation. See Iowa Code 490.140
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
  • Type of entity: means a generic form of entity that is any of the following:
     a. See Iowa Code 490.140
  • Unincorporated entity: includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association. See Iowa Code 490.140
 2. By complying with the provisions of this subchapter applicable to foreign entities, a foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation, or may be created as the survivor in a merger in which a domestic business corporation is a party, but only if the merger is permitted by the organic law of the foreign business corporation or eligible entity.
 3. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of a merger, a plan of merger may nonetheless be adopted and approved by the unanimous consent of all of the interest holders of such eligible entity, and the merger may thereafter by effected as provided in the other provisions of this subchapter; and for the purposes of applying this subchapter in such a case all of the following shall apply:

 a. The eligible entity, its members or interest holders, eligible interests and articles of incorporation or other organic rules taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require.
 b. If the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, that group shall be deemed to be the board of directors.
 4. The plan of merger must include all of the following:

 a. As to each party to the merger, its name, jurisdiction of formation, and type of entity.
 b. The survivor’s name, jurisdiction of formation, and type of entity, and, if the survivor is to be created in the merger, a statement to that effect.
 c. The terms and conditions of the merger.
 d. The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing.
 e. The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the public organic record of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor’s articles of incorporation or other public organic record.
 f. Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic rules of any such party.
 5. In addition to the requirements of subsection 4, a plan of merger may contain any other provision not prohibited by law.
 6. Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with section 490.120, subsection 11.
 7. A plan of merger may be amended only with the consent of each party to the merger, except as provided in the plan. A domestic party to a merger may approve an amendment to a plan in any of the following manners:

 a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
 b. In the manner provided in the plan, except that shareholders, members, or interest holders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change any of the following:

 (1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders, members, or interest holders of any party to the merger.
 (2) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic rules of any unincorporated entity, that will be the survivor of the merger, except for changes permitted by section 490.1005 or by comparable provisions of the organic law of any such foreign corporation or domestic or foreign nonprofit corporation or unincorporated entity.
 (3) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders, members, or interest holders in any material respect.
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