Iowa Code 489.1046 – Effect of conversion
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1. When a conversion becomes effective all of the following apply:
a. The converted entity is any of the following:
(1) Organized under and subject to the organic law of the converted entity.
(2) The same entity without interruption as the converting entity.
b. All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment.
c. All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity.
d. Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity.
e. The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding.
f. The certificate of organization of the converted entity becomes effective.
g. The provisions of the operating agreement of the converted entity which are to be in a record, if any, approved as part of the plan of conversion become effective.
h. The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 489.1006.
Terms Used In Iowa Code 489.1046
- Appraisal: A determination of property value.
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489. See Iowa Code 489.102
- Member: means a person for whom all of the following are true:a. See Iowa Code 489.102
- 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
- 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 489.1022. Except as otherwise provided in the operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting entity.3. When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.4. When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited liability company with respect to which the person had interest holder liability is subject to all of the following rules:a. The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective.b. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that arises after the conversion 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 conversion 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 organic rules of the converting entity with respect to any interest holder liability preserved under paragraph “a” as if the conversion had not occurred.5. When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 489.119.6. If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective.7. A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.