Iowa Code § 490.1101
Subchapter definitions
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
As used in this division, unless the context otherwise requires:
As used in this subchapter:
1. “Converted entity” means a corporation or other entity into which a converting entity converts pursuant to sections 490.1111 through 490.1114.
2. “Converting entity” means a corporation or other entity that converts into an other entity or corporation pursuant to section 490.1111.
3. “Governing statute” of a corporation or other entity means the statute that governs the corporation or other entity’s internal affairs.
4. “Interests” means the proprietary interests in an other entity.
5. “Merger” means a business combination pursuant to section 490.1102.
6. “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.
7. “Other entity” means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, without limitation, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, and business trusts.
1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
a. Merge under a plan of merger.
2. “Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.
c. Have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.
9. “Share exchange” means a business combination pursuant to section 490.1103.
3. “New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is any of the following:
a. In respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective.
b. In respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if any of the following apply:
(1) The person did not have interest holder liability immediately before the merger or share exchange became effective.
(2) The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
4. “Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.
5. “Survivor” in a merger means the domestic or foreign corporation or eligible entity into which one or more other corporations or eligible entities are merged.
89 Acts, ch 288, §121; 97 Acts, ch 117, §3; 97 Acts, ch 171, §12; 2002 Acts, ch 1154, §65, 125; 2008 Acts, ch 1162, §117, 155
89 Acts, ch 288, §121; 97 Acts, ch 117, §3; 97 Acts, ch 171, §12; 2002 Acts, ch 1154, §65, 125; 2008 Acts, ch 1162, §117, 155; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §148, 230
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.