2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1103 - SHARE EXCHANGE.

        490.1103  SHARE EXCHANGE.
         1.  Either of the following may occur through a share exchange:
         a.  A domestic corporation may acquire all of the shares of
      one or more classes or series of shares of another domestic or
      foreign corporation, or all of the interests of one or more classes
      or series of interests of a domestic or foreign other entity, in
      exchange for shares or other securities, interests, obligations,
      rights to acquire shares or other securities, cash, other property,
      or any combination of the foregoing, pursuant to a plan of share
      exchange.
         b.  All of the shares of one or more classes or series of
      shares of a domestic corporation may be acquired by another domestic
      or foreign corporation or other entity, in exchange for shares or
      other securities, interests, obligations, rights to acquire shares or
      other securities, cash, other property, or any combination of the
      foregoing, pursuant to a plan of share exchange.
         2.  A foreign corporation, or a domestic or foreign other entity,
      may be a party to the share exchange only if both of the following
      conditions are met:
         a.  The share exchange is permitted by the laws under which
      the corporation or other entity is organized or by which it is
      governed.
         b.  In effecting the share exchange, the corporation or other
      entity complies with such laws and with its articles of incorporation
      or organizational documents.
         3.  The plan of share exchange must include all of the following:
         a.  The name of each corporation or other entity whose shares
      or interests will be acquired and the name of the corporation or
      other entity that will acquire those shares or interests.
         b.  The terms and conditions of the share exchange.
         c.  The manner and basis of exchanging shares of a corporation
      or interests in an other entity whose shares or interests will be
      acquired under the share exchange into shares or other securities,
      interests, obligations, rights to acquire shares or other securities,
      cash, other property, or any combination of the foregoing.
         d.  Any other provisions required by the laws under which any
      party to the share exchange is organized or by the articles of
      incorporation or organizational documents of any such party.
         4.  The terms of a share exchange may be made dependent on facts
      objectively ascertainable outside the plan in accordance with section
      490.120, subsection 12.
         5.  The plan of share exchange may also include a provision that
      the plan may be amended prior to filing of the articles of share
      exchange with the secretary of state, provided that if the
      shareholders of a domestic corporation that is a party to the share
      exchange 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 either of the following:
         a.  The amount or kind of shares or other securities,
      interests, obligations, rights to acquire shares or other securities,
      cash, or other property to be issued by the corporation or to be
      received by the shareholders of or owners of interests in any party
      to the share exchange in exchange for their shares or interests under
      the plan.
         b.  Any of the terms or conditions of the plan if the change
      would adversely affect such shareholders in any material respect.
         6.  This section does not limit the power of a domestic
      corporation to acquire shares of another corporation or interests in
      an other entity in a transaction other than a share exchange.  

         89 Acts, ch 288, §123; 2002 Acts, ch 1154, §67, 125; 2007 Acts, ch
      140, §10
         Referred to in § 490.1101