1. A domestic corporation may convert to a domestic or foreign eligible entity under this part by approving a plan of conversion. The plan of conversion must include all of the following:

 a. The name of the converting corporation.
 b. The name, jurisdiction of formation, and type of entity of the converted entity.
 c. The manner and basis of converting the shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing.
 d. The other terms and conditions of the conversion.
 e. The full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity which are to be in writing.
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Terms Used In Iowa Code 490.931

  • 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.
  • Dependent: A person dependent for support upon another.
  • 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
  • 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.
  • Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
  • Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
  • property: includes personal and real property. See Iowa Code 4.1
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
  • Type of entity: means a generic form of entity that is any of the following:
     a. See Iowa Code 490.140
 2. In addition to the requirements of subsection 1, a plan of conversion may contain any other provision not prohibited by law.
 3. The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 490.120, subsection 11.
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