Iowa Code 501A.1102 – Merger of subsidiary
For purposes of this section, “subsidiary” means a domestic cooperative, an Iowa limited liability company, or a foreign cooperative.
Terms Used In Iowa Code 501A.1102
- Articles: means the articles of organization of a cooperative as originally filed or subsequently amended as provided in this chapter. See Iowa Code 501A.102
- Business entity: means a person organized under statute or common law in this state or another jurisdiction for purposes of engaging in a commercial activity on a profit, cooperative, or not-for-profit basis, including but not limited to a corporation or entity taxed as a corporation under the Internal Revenue Code, nonprofit corporation, cooperative or cooperative association, partnership, limited partnership, limited liability company, limited liability partnership, investment company, joint stock company, joint stock association, or trust, including but not limited to a business trust. See Iowa Code 501A.102
- Cooperative: means a business association organized under this chapter. See Iowa Code 501A.102
- Domestic cooperative: means a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, 499A, or 501. See Iowa Code 501A.102
- 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 entity: means a business entity that is not a domestic business entity. See Iowa Code 501A.102
- Foreign cooperative: means a foreign business entity organized to conduct business consistent with this chapter or chapter 497, 498, or 499. See Iowa Code 501A.102
- Iowa limited liability company: means a limited liability company governed by chapter 489. See Iowa Code 501A.102
- Member: means a person or entity reflected on the books of a cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members. See Iowa Code 501A.102
- property: includes personal and real property. See Iowa Code 4.1
- Secretary: means the secretary of state. See Iowa Code 501A.102
- 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
An Iowa limited liability company may only participate in a merger under this section to the extent authorized under section 489.1015. A parent domestic cooperative or a subsidiary that is a domestic cooperative may complete the merger of a subsidiary as provided in this section. However, if either the parent cooperative or the subsidiary is a business entity organized under the laws of this state, the merger of the subsidiary is not authorized under this section unless the law governing the business entity expressly authorizes merger with a cooperative.
Notice of the action, including a copy of the plan of merger, shall be delivered to each member, other than the parent cooperative and any subsidiary of each subsidiary that is a constituent cooperative in the merger before, or within ten days after, the effective date of the merger.
Articles of merger shall be prepared that contain all of the following:
The articles of merger shall be signed on behalf of the parent and filed with the secretary.
The secretary shall issue a certificate of merger to the parent or its legal representative or, if the parent is a constituent cooperative but is not the surviving cooperative in the merger, to the surviving cooperative or its legal representative.
A merger among a parent and one or more subsidiaries or among two or more subsidiaries of a parent may be accomplished under section 501A.1101 instead of this section, in which case this section does not apply.