Iowa Code 489.1026 – Effect of merger
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1. When a merger becomes effective, all of the following apply:
a. The surviving entity continues or comes into existence.
b. Each merging entity that is not the surviving entity ceases to exist.
c. All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment.
d. All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity.
e. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity.
f. If the surviving entity exists before the merger, all of the following apply:
(1) All its property continues to be vested in it without transfer, reversion, or impairment.
(2) It remains subject to all its debts, obligations, and other liabilities.
(3) All its rights, privileges, immunities, powers, and purposes continue to be vested in it.
g. The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding.
h. If the surviving entity exists before the merger, all of the following apply:
(1) Its public organic record, if any, is amended to the extent provided in the statement of merger.
(2) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger.
i. If the surviving entity is created by the merger, its private organic rules are effective and all of the following apply:
(1) If it is a filing entity, its public organic record becomes effective.
(2) If it is a limited liability partnership, its statement of qualification becomes effective.
j. The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 489.1006 and the merging entity’s organic law.
Terms Used In Iowa Code 489.1026
- Appraisal: A determination of property value.
- Filing entity: means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. See Iowa Code 489.102
- 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
- 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.
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489. See Iowa Code 489.102
- 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.
- Person: includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series. 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
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 489.102
- Transfer: includes any of the following:a. See Iowa Code 489.102
2. Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
3. When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
4. When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited liability company with respect to which the person had interest holder liability is subject to the following rules:
a. The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective.
b. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective.
c. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph “a” as if the merger had not occurred.
d. The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic merging limited liability company with respect to any interest holder liability preserved under paragraph “a” as if the merger had not occurred.
5. When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited liability company as provided in section 489.119.
6. When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.