2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1114 - EFFECT OF CONVERSION.

        490.1114  EFFECT OF CONVERSION.
         1.  A domestic corporation or other entity that has been converted
      pursuant to this article is for all purposes the same domestic
      corporation or other entity that existed before the conversion.
         2.  When a conversion takes effect, all of the following apply:
         a.  All property owned by the converting entity remains vested
      in the converted entity.
         b.  All debts, liabilities, and other obligations of the
      converting entity continue as obligations of the converted entity.
         c.  An action or proceeding pending by or against the
      converting entity may be continued as if the conversion had not
      occurred.
         d.  The shares or interests of the converting entity are
      reclassified into shares, interests, other securities, obligations,
      rights to acquire shares, interests or other securities, or into cash
      or other property in accordance with the plan of conversion; and the
      shareholders or interest holders of the converting entity are
      entitled only to the rights provided to them under the terms of the
      conversion and to any appraisal rights they may have under the
      organic law of the converting entity.
         e.  Except as prohibited by other law, all of the rights,
      privileges, immunities, powers, and purposes of the converting entity
      remain vested in the converted entity.
         f.  Except as otherwise provided in the plan of conversion,
      the terms and conditions of the plan of conversion take effect.
         g.  Except as otherwise agreed, the conversion does not
      dissolve a converting domestic corporation for the purposes of
      division XIV.
         3.  A converted entity that is a foreign other entity consents to
      the jurisdiction of the courts of this state to enforce any
      obligation owed by the converting corporation, if before the
      conversion the converting corporation was subject to suit in this
      state on the obligation.  A converted other entity that is a foreign
      other entity and not authorized to transact business in this state
      appoints the secretary of state as its agent for service of process
      for purposes of enforcing an obligation under this subsection.
      Service on the secretary of state under this subsection is made in
      the same manner and with the same consequences as in section 490.504.
      

         2008 Acts, ch 1162, §121, 155
         Referred to in § 490.1101, 490.1111, 490.1113, 490.1302