2021 Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 490 - BUSINESS CORPORATIONS
Section 490.1101 - Definitions.
490.1101 Definitions.
As used in this subchapter, unless the context otherwise requires:
1. “Converted entity” means a corporation or other entity into which a converting entity converts pursuant to sections 490.1111 through 490.1114.
2. “Converting entity” means a corporation or other entity that converts into an other entity or corporation pursuant to section 490.1111.
3. “Governing statute” of a corporation or other entity means the statute that governs the corporation or other entity’s internal affairs.
4. “Interests” means the proprietary interests in an other entity.
5. “Merger” means a business combination pursuant to section 490.1102.
6. “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.
7. “Other entity” means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, without limitation, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, and business trusts.
8. “Party to a merger” or “party to a share exchange” means any domestic or foreign corporation or other entity that will accomplish one of the following during a merger:
a. Merge under a plan of merger.
b. Acquire shares or interests of another corporation or an other entity in a share exchange.
c. Have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.
9. “Share exchange” means a business combination pursuant to section 490.1103.
10. “Survivor” in a merger means the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
89 Acts, ch 288, §121; 97 Acts, ch 117, §3; 97 Acts, ch 171, §12; 2002 Acts, ch 1154, §65, 125; 2008 Acts, ch 1162, §117, 155; 2019 Acts, ch 24, §104
