Iowa Code 489.1032 – Plan of interest exchange
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1. A domestic limited liability company may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain all of the following:
a. The name of the acquired entity.
b. The name, jurisdiction of formation, and type of entity of the acquiring entity.
c. The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
d. Any proposed amendments to all of the following:
(1) The certificate of organization of the acquired entity.
(2) The operating agreement of the acquired entity that are, or are proposed to be, in a record.
e. The other terms and conditions of the interest exchange.
f. Any other provision required by the law of this state or the operating agreement of the acquired entity.
Terms Used In Iowa Code 489.1032
- Certificate of organization: means the certificate required by section 489. 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
- 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.
- 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
- 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
2. In addition to the requirements of subsection 1, a plan of interest exchange may contain any other provision not prohibited by law.