Iowa Code § 489.14605

Current through bills signed by governor as of 5/17/2024

Section 489.14605 - Plan of merger

In a merger under section 489.14604, the plan of merger must do all of the following:

1. Comply with subchapter X, parts 1 and 2.

2. State in a record all of the following:

a. For any protected series of a nonsurviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated.

b. For any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated.

c. For each relocated protected series or continuing protected series all of the following:

(1) The name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee.

(2) The name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger.

(3) Any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor.

(4) If after the merger the protected series will be a relocated protected series, its new name.

d. For any protected series to be established by the surviving company as a result of the merger all of the following:

(1) The name of the protected series.

(2) Any protected-series transferable interest to be owned by the surviving company when the protected series is established.

(3) The name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established.

e. For any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which is all of the following:

(1) Is or is proposed to be in a record.

(2) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.

Iowa Code § 489.14605

Amended by 2024 Iowa HF 2647,s 26, eff. 5/1/2024.

Added by 2019 Iowa, ch 26, s 31, eff. 7/1/2020.

Referred to in §489.14604

*Former §489.1002 stricken and replaced by 2023 Acts, ch 1522023 Acts, ch 152; corrective legislation is pending