Iowa Code 490.901 – Subchapter definitions
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1. As used in this subchapter:
a. “Conversion” means a transaction pursuant to part 3.
b. “Converted entity” means the converting entity as it continues in existence after a conversion.
c. “Converting entity” means the domestic corporation that approves a plan of conversion pursuant to section 490.932 or the domestic or foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity.
d. “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication.
e. “Domesticating corporation” means the domestic corporation that approves a plan of domestication pursuant to section 490.921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.
f. “Domestication” means a transaction pursuant to part 2.
g. “Protected agreement” means any of the following:
(1) A document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date.
(2) An agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date.
(3) The articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date.
(4) An agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their capacities as such, immediately before the enactment date.
Terms Used In Iowa Code 490.901
- 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.
- Document: means any of the following:a. 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
- 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
- Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
a. 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
- Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
2. As used in subsection 1 and sections 490.920 and 490.930, “enactment date” means January 1, 2022, as it relates to domestications and January 1, 2009, as it relates to conversions.