2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1106 - ARTICLES OF MERGER OR SHARE EXCHANGE.

        490.1106  ARTICLES OF MERGER OR SHARE EXCHANGE.
         1.  After a plan of merger or share exchange has been adopted and
      approved as required by this chapter, articles of merger or share
      exchange shall be executed on behalf of each party to the merger or
      share exchange by any officer or other duly authorized
      representative.  The articles shall set forth the following:
         a.  The names of the parties to the merger or share exchange
      and the date on which the merger or share exchange occurred or is to
      be effective.
         b.  If the articles of incorporation of the survivor of a
      merger are amended, or if a new corporation is created as a result of
      a merger, the amendments to the survivor's articles of incorporation
      or the articles of incorporation of the new corporation.
         c.  If the plan of merger or share exchange required approval
      by the shareholders of a domestic corporation that was a party to the
      merger or share exchange, a statement that the plan was duly approved
      by the shareholders and, if voting by any separate voting group was
      required, by each such separate voting group, in the manner required
      by this chapter and the articles of incorporation.
         d.  If the plan of merger or share exchange did not require
      approval by the shareholders of a domestic corporation that was a
      party to the merger or share exchange, a statement to that effect.
         e.  As to each foreign corporation and each other entity that
      was a party to the merger or share exchange, a statement that the
      plan and the performance of its terms were duly authorized by all
      action required by the laws under which the corporation or other
      entity is organized or by which it is governed, and by its articles
      of incorporation or organizational documents.
         2.  Articles of merger or share exchange shall be delivered to the
      secretary of state for filing by the survivor of the merger or the
      acquiring corporation in a share exchange and shall take effect on
      the effective date of the merger or share exchange.  

         89 Acts, ch 288, §126; 2002 Acts, ch 1154, §70, 125
         Referred to in § 490.858, 499.69A