Iowa Code § 489.1002
Relationship of subchapter to other laws
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2025
As of January 1, 2012
1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 489.1003 through 489.1005, and a plan of merger, if all of the following apply:
a. The governing statute of each of the other organizations authorizes the merger.
b. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes.
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. A plan of merger must be in a record and must include all of the following:
a. The name and form of each constituent organization.
b. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect.
c. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.
d. If the surviving organization is to be created by the merger, the surviving organization’s organizational documents that are proposed to be in a record.
e. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents that are, or are proposed to be, in a record.
Referred to in
1. This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
2. A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless any of the following applies:
a. If the corporation does not survive the transaction, the transaction satisfies any requirements of the law.
b. If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
Former §489.1002 stricken effective January 1, 2024, by
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.