1. When a domestication becomes effective all of the following apply:

 a. All property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment.
 b. All debts, obligations, and other liabilities of the domesticating corporation are the debts, obligations, and other liabilities of the domesticated corporation.
 c. The name of the domesticated corporation may but need not be substituted for the name of the domesticating corporation in any pending proceeding.
 d. The articles of incorporation and bylaws of the domesticated corporation become effective.
 e. The shares of the domesticating corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property in accordance with the terms of the domestication, and the shareholders of the domesticating corporation are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation.
 f. The domesticated corporation is all of the following:

 (1) Incorporated under and subject to the organic law of the domesticated corporation.
 (2) The same corporation without interruption as the domesticating corporation.
 (3) Deemed to have been incorporated on the date the domesticating corporation was originally incorporated.
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Terms Used In Iowa Code 490.924

  • Appraisal: A determination of property value.
  • Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Devise: To gift property by will.
  • 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
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
     a. See Iowa Code 490.140
  • Interest holder: means a person who holds of record an interest. See Iowa Code 490.140
  • Interest holder liability: means any of the following:
     (1) Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation or eligible entity that is imposed on a person by any of the following:
     (a) Solely by reason of the person's status as a shareholder, member, or interest holder. See Iowa Code 490.140
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
  • property: includes personal and real property. See Iowa Code 4.1
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
  • Service of process: The service of writs or summonses to the appropriate party.
  • Shareholder: means a record shareholder. See Iowa Code 490.140
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
  • 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
 2. When a domestication of a domestic corporation into a foreign jurisdiction becomes effective, the domesticated corporation is deemed to have done all of the following:

 a. Appointed the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication.
 b. Agreed that it will promptly pay the amount, if any, to which such shareholders are entitled under subchapter XIII.
 3. Except as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of a shareholder in a foreign corporation that is domesticated into this state who had interest holder liability in respect of such domesticating corporation before the domestication becomes effective shall be as follows:

 a. The domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective.
 b. The provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph “a”, as if the domestication had not occurred.
 c. The shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by paragraph “a”, as if the domestication had not occurred.
 d. The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that are incurred after the domestication becomes effective.
 4. A shareholder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication shall have such interest holder liability only in respect of interest holder liabilities that arise after the domestication becomes effective.
 5. A domestication does not constitute or cause the dissolution of the domesticating corporation.
 6. Property held for charitable purposes under the laws of this state by a domestic or foreign corporation immediately before a domestication shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of this state addressing cy pres or dealing with nondiversion of charitable assets.
 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the domesticating corporation and which takes effect or remains payable after the domestication inures to the domesticated corporation.
 8. A trust obligation that would govern property if transferred to the domesticating corporation applies to property that is transferred to the domesticated corporation after the domestication takes effect.
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