Iowa Code 490.1008 – Amendment pursuant to reorganization
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1. A corporation‘s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States.
Terms Used In Iowa Code 490.1008
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
- 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.
- 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
- Individual: means a natural person. 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.
- Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
- Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. 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
- Statute: A law passed by a legislature.
- United States: includes a district, authority, bureau, commission, department, and any other agency of the United States. See Iowa Code 490.140
2. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth all of the following:
a. The name of the corporation.
b. The text of each amendment approved by the court.
c. The date of the court’s order or decree approving the articles of amendment.
d. The title of the reorganization proceeding in which the order or decree was entered.
e. A statement that the court had jurisdiction of the proceeding under federal statute.
3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.