1. After a plan of merger has been adopted and approved as required by this chapter, or if the merger is being effected under section 490.1102, subsection 1, paragraph “b”, the merger has been approved as required by the organic law governing the parties to the merger, then articles of merger shall be signed by each party to the merger except as provided in section 490.1105, subsection 1. The articles must set forth all of the following:

 a. The name, jurisdiction of formation, and type of entity of each party to the merger.
 b. The name, jurisdiction of formation, and type of entity of the survivor.
 c. If the survivor of the merger is a domestic corporation and its articles of incorporation are amended, or if a new domestic corporation is created as a result of the merger, any of the following:

 (1) The amendments to the survivor’s articles of incorporation.
 (2) The articles of incorporation of the new corporation.
 d. If the survivor of the merger is a domestic eligible entity and its public organic record is amended, or if a new domestic eligible entity is created as a result of the merger, any of the following:

 (1) The amendments to the public organic record of the survivor.
 (2) The public organic record, if any, of the new eligible entity.
 e. If the plan of merger required approval by the shareholders of a domestic corporation that is a party to the merger, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation.
 f. If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that is a party to the merger, a statement to that effect.
 g. As to each foreign corporation that is a party to the merger, a statement that the participation of the foreign corporation was duly authorized as required by its organic law.
 h. As to each domestic or foreign eligible entity that is a party to the merger, a statement that the merger was approved in accordance with its organic law or section 490.1102, subsection 3.
 i. If the survivor is created by the merger and is a domestic limited liability partnership, the filing required to become a limited liability partnership, as an attachment.
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Terms Used In Iowa Code 490.1106

  • Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • 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.
  • 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
  • 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
  • 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.
  • Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
  • 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
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
  • Share exchange: means a transaction pursuant to section 490. 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
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
  • Type of entity: means a generic form of entity that is any of the following:
     a. See Iowa Code 490.140
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Iowa Code 490.140
 2. After a plan of share exchange in which the acquired entity is a domestic corporation or eligible entity has been adopted and approved as required by this chapter, articles of share exchange shall be signed by the acquired entity and the acquiring entity. The articles shall set forth all of the following:

 a. The name of the acquired entity.
 b. The name, jurisdiction of formation, and type of entity of the domestic or foreign corporation or eligible entity that is the acquiring entity.
 c. A statement that the plan of share exchange was duly approved by the acquired entity by all of the following:

 (1) The required vote or consent of each class or series of shares or eligible interests included in the exchange.
 (2) The required vote or consent of each other class or series of shares or eligible interests entitled to vote on approval of the exchange by the articles of incorporation or organic rules of the acquired entity or section 490.1103, subsection 3.
 3. In addition to the requirements of subsection 1 or 2, articles of merger or share exchange may contain any other provision not prohibited by law.
 4. The articles of merger or share exchange shall be delivered to the secretary of state for filing and, subject to subsection 5, the merger or share exchange shall take effect on the effective date determined in accordance with section 490.123.
 5. With respect to a merger in which one or more foreign entities is a party or a foreign entity created by the merger is the survivor, the merger itself shall become effective at the later of the following:

 a. When all documents required to be filed in foreign jurisdictions to effect the merger have become effective.
 b. When the articles of merger take effect.
 6. Articles of merger filed under this section may be combined with any filing required under the organic law governing any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
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