Iowa Code 490.1101 – Subchapter definitions
Current as of: 2024 | Check for updates
|
Other versions
As used in this subchapter:
1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
Terms Used In Iowa Code 490.1101
- 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.
- Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Iowa Code 490.140
- Eligible interests: means interests or memberships. See Iowa Code 490.140
- Entity: includes a domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States, and a foreign government. See Iowa Code 490.140
- 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
- Interest: means either or both of the following rights under the organic law governing an unincorporated entity:a. See Iowa Code 490.140
- Interest holder: means a person who holds of record an interest. See Iowa Code 490.140
- Interest holder liability: means any of the following:
(1) Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation or eligible entity that is imposed on a person by any of the following:(a) Solely by reason of the person's status as a shareholder, member, or interest holder. See Iowa Code 490.140- Merger: means a transaction pursuant to section 490. See Iowa Code 490.140
- Person: means a person as defined in section 4. See Iowa Code 490.140
- Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
- Share exchange: means a transaction pursuant to section 490. See Iowa Code 490.140
- Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
2. “Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.3. “New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is any of the following:a. In respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective.b. In respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if any of the following apply:(1) The person did not have interest holder liability immediately before the merger or share exchange became effective.(2) The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.4. “Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.5. “Survivor” in a merger means the domestic or foreign corporation or eligible entity into which one or more other corporations or eligible entities are merged.