Iowa Code 488.1106 – Mergers
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1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 488.1107 through 488.1109 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 those governing statutes.
c. Each of the other organizations complies with its governing statute in effecting the merger.
Terms Used In Iowa Code 488.1106
- 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.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 488.102
- Statute: A law passed by a legislature.
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.
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.