1. If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign corporation and state all of the following:

 a. The name of the registered foreign corporation and its jurisdiction of formation before the merger or conversion.
 b. The name of the surviving or converted foreign corporation and its jurisdiction of formation after the merger or conversion and, if the name does not comply with section 490.401, an alternate name adopted pursuant to section 490.1506.
 c. All of the following information regarding the surviving or converted foreign corporation after the merger or conversion:

 (1) The street and mailing addresses of the principal office of the foreign corporation and, if the law of the foreign corporation’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
 (2) The street and mailing addresses of the foreign corporation’s registered office in this state and the name of its registered agent at that office.

Terms Used In Iowa Code 490.1510

  • 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.
  • 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
  • Principal office: means the office, in or out of this state, so designated in the biennial report required by section 490. See Iowa Code 490.140
  • Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. 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
  • 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
 2. On the effective date of a transfer of registration statement as determined in accordance with section 490.123, the registration of the registered foreign corporation to do business in this state is transferred without interruption to the foreign corporation into which it has merged or to which it has been converted.
  Previous section
Next section  
 Chapter 490 Contents