1. Articles of conversion shall be signed by the converting entity after either a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter or a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law. The articles of conversion must do all of the following:

 a. State the name, jurisdiction of formation, and type of entity of the converting entity.
 b. State the name, jurisdiction of formation, and type of entity of the converted entity.
 c. (1) If the converting entity is a domestic corporation, state that the plan of conversion was approved in accordance with this part.

 (2) If the converting entity is an eligible entity, state that the conversion was approved by the eligible entity in accordance with its organic law.
 (3) If the converting entity is a domestic eligible entity the organic law of which does not provide for approval of the conversion, state that the conversion was approved by the domestic eligible entity in accordance with this part.
 d. (1) If the converted entity is a domestic business corporation, or a domestic nonprofit corporation or filing entity, have attached the public organic record of the converted entity, except that provisions that would not be required to be included in a restated public organic record may be omitted.

 (2) If the converted entity is a domestic limited liability partnership, have attached the filing required to become a limited liability partnership.
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Terms Used In Iowa Code 490.933

  • 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.
  • domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Iowa Code 490.140
  • domestic nonprofit corporation: means a corporation incorporated under the laws of this state and subject to the provisions of chapter 504. See Iowa Code 490.140
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. 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
  • Filing entity: means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. 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.
  • 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
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
  • Public organic record: means any of the following:
     (1) The articles of incorporation of a domestic or foreign business or nonprofit corporation. 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
  • Type of entity: means a generic form of entity that is any of the following:
     a. See Iowa Code 490.140
 2. If the converted entity is a domestic corporation, its articles of incorporation must satisfy the requirements of section 490.202, except that provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation. If the converted entity is a domestic eligible entity, its public organic record, if any, must satisfy the requirements of the organic law of this state, except that the public organic record does not need to be signed.
 3. The articles of conversion 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 a converted entity is a domestic entity, the conversion becomes effective when the articles of conversion are effective. With respect to a conversion in which the converted entity is a foreign eligible entity, the conversion itself shall become effective at the later of the following:

 a. The date and time provided by the organic law of that eligible entity.
 b. When the articles of conversion become effective.
 5. Articles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity that is the converting entity or converted entity if the combined filing satisfies the requirements of both this section and the other organic law.
 6. If the converting entity is a foreign eligible entity that is registered to do business in this state under a provision of law similar to subchapter XV, its registration statement or other type of foreign qualification shall be canceled automatically on the effective date of its conversion.
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