Iowa Code 490.922 – Articles of domestication — effectiveness
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1. After a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter, or a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed by the domesticating corporation. The articles must set forth all of the following:
a. The name of the domesticating corporation and its jurisdiction of formation.
b. The name and jurisdiction of formation of the domesticated corporation.
c. If the domesticating corporation is a domestic corporation, a statement that the plan of domestication was approved in accordance with this subchapter or, if the domesticating corporation is a foreign corporation, a statement that the domestication was approved in accordance with its organic law.
Terms Used In Iowa Code 490.922
- 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
- 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.
- Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
- Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Iowa Code 490.140
- Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
- Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. 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
2. If the domesticated corporation is a domestic corporation, the articles of domestication must attach articles of incorporation of the domesticated corporation that satisfy the requirements of section 490.202. Provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation attached to the articles of domestication.
3. The articles of domestication shall be delivered to the secretary of state for filing, and shall take effect at the effective date determined in accordance with section 490.123.
4. If the domesticated corporation is a domestic corporation, the domestication becomes effective when the articles of domestication are effective. If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of the following:
a. The date and time provided by the organic law of the domesticated corporation.
b. When the articles of domestication are effective.
5. If the domesticating corporation is a registered foreign corporation, its registration statement shall be canceled automatically when the domestication becomes effective.