2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1102 - MERGER.

        490.1102  MERGER.
         1.  One or more domestic corporations may merge with a domestic or
      foreign corporation or other entity pursuant to a plan of merger.
         2.  A foreign corporation, or domestic or foreign other entity,
      may be a party to the merger, or may be created by the terms of the
      plan of merger, only if both of the following are satisfied:
         a.  The merger is permitted by the laws under which the
      corporation or other entity is organized or by which it is governed.

         b.  In effecting the merger, the corporation or other entity
      complies with such laws and with its articles of incorporation or
      organizational documents.
         3.  The plan of merger must include all of the following:
         a.  The name of each corporation or other entity that will
      merge and the name of the corporation or other entity that will be
      the survivor of the merger.
         b.  The terms and conditions of the merger.
         c.  The manner and basis of converting the shares of each
      merging corporation and interests of each merging other entity into
      shares, or other securities, interests, obligations, rights to
      acquire shares or other securities, cash, other property, or any
      combination of the foregoing.
         d.  The articles of incorporation of any corporation, or the
      organizational documents of any other entity, to be created by the
      merger, or if a new corporation or other entity is not to be created
      by the merger, any amendments to the survivor's articles of
      incorporation or organizational documents.
         e.  Any other provisions required by the laws under which any
      party to the merger is organized or by which it is governed, or by
      the articles of incorporation or organizational documents of any such
      party.
         4.  The terms of a plan of merger may be made dependent on facts
      objectively ascertainable outside the plan in accordance with section
      490.120, subsection 12.
         5.  The plan of merger may also include a provision that the plan
      may be amended prior to filing the articles of merger with the
      secretary of state, provided that if the shareholders of a domestic
      corporation that is a party to the merger are required or permitted
      to vote on the plan, the plan must provide that subsequent to
      approval of the plan by such shareholders the plan shall not be
      amended to change any of the following:
         a.  Change the amount or kind of shares or other securities,
      interests, obligations, rights to acquire shares or other securities,
      cash, or other property to be received by the shareholders of or
      owners of interests in any party to the merger upon conversion of
      their shares or interests under the plan.
         b.  Change the articles of incorporation of any corporation,
      or the organizational documents of any other entity, that will
      survive or be created as a result of the merger, except for changes
      permitted by section 490.1005 or by comparable provisions of the laws
      under which the foreign corporation or other entity is organized or
      governed.
         c.  Change any of the other terms or conditions of the plan if
      the change would adversely affect such shareholders in any material
      respect.  

         89 Acts, ch 288, §122; 97 Acts, ch 117, § 4; 2002 Acts, ch 1154, §
      66, 125; 2007 Acts, ch 140, §9
         Referred to in § 490.1101, 499.69A, 508B.2, 515G.2