Iowa Code 489.1022 – Plan of merger
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1. A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain all of the following:
a. As to each merging entity, its name, jurisdiction of formation, and type of entity.
b. If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity.
c. The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
d. If the surviving entity exists before the merger, any proposed amendments to all of the following:
(1) Its public organic record, if any.
(2) Its private organic rules that are, or are proposed to be, in a record.
e. If the surviving entity is to be created in the merger, all of the following:
(1) Its proposed public organic record, if any.
(2) The full text of its private organic rules that are proposed to be in a record.
f. The other terms and conditions of the merger.
g. Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
Terms Used In Iowa Code 489.1022
- 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.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Iowa Code 489.102
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Iowa Code 489.102
2. In addition to the requirements of subsection 1, a plan of merger may contain any other provision not prohibited by law.