2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1105 - MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES.

        490.1105  MERGER BETWEEN PARENT AND SUBSIDIARY OR
      BETWEEN SUBSIDIARIES.
         1.  A domestic parent corporation that owns shares of a domestic
      or foreign subsidiary corporation that carry at least ninety percent
      of the voting power of each class and series of the outstanding
      shares of the subsidiary that have voting power may merge the
      subsidiary into itself or into another such subsidiary, or merge
      itself into the subsidiary, without the approval of the board of
      directors or shareholders of the subsidiary unless the articles of
      incorporation of any of the corporations otherwise provide, and
      unless, in the case of a foreign subsidiary, approval by the
      subsidiary's board of directors or shareholders is required by the
      laws under which the subsidiary is organized.
         2.  If under subsection 1 approval of a merger by the subsidiary's
      shareholders is not required, the parent corporation shall, within
      ten days after the effective date of the merger, notify each of the
      subsidiary's shareholders that the merger has become effective.
         3.  Except as provided in subsections 1 and 2, a merger between a
      parent and subsidiary shall be governed by the provisions of this
      division, applicable to mergers generally.  

         89 Acts, ch 288, §125; 2002 Acts, ch 1154, §69, 125
         Referred to in § 490.1104, 490.1110, 490.1302, 490.1320, 490.1322,
      524.1408