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MERGER

Iowa Code tit. XII, ch. 489, subch. X, pt. 2
in effect

Iowa Code § 489.1021 Merger authorized.

489.1021. Merger authorized. 1. By complying with this part, all of the following apply: a. One or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity. b. Two or more foreign entities may merge into a domestic limited liability company. 2. By complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation. 2023 Acts, ch 152, §87, 161

Iowa Code § 489.1022 Plan of merger.

489.1022. Plan of merger. 1. A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain all of the following: a. As to each merging entity, its name, jurisdiction of formation, and type of entity. b. If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity. c. The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. d. If the surviving entity exists before the merger, any proposed amendments to all of the following: (1) Its public organic record, if any. (2) Its private organic rules that are, or are proposed to be, in a record. e. If the surviving entity is to be created in the merger, all of the following: (1) Its proposed public organic record, if any. (2) The full text of its private organic rules that are proposed to be in a record. f. The other terms and conditions of the merger. g. Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity. 2. In addition to the requirements of subsection 1, a plan of merger may contain any other provision not prohibited by law. 2023 Acts, ch 152, §88, 161

Iowa Code § 489.1023 Approval of merger.

489.1023. Approval of merger. 1. A plan of merger is not effective unless it has been approved according to all of the following: a. By a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter. b. In a record, by each member of a domestic merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless all of the following apply: (1) The operating agreement of the limited liability company provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members. (2) The member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. 2. A merger involving a domestic merging entity that is not a limited liability company is not effective unless the merger is approved by that entity in accordance with its organic law. 3. A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation. 2023 Acts, ch 152, §89, 161

Iowa Code § 489.1024 Amendment or abandonment of plan of merger.

489.1024. Amendment or abandonment of plan of merger. 1. A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic merging limited liability company may approve an amendment of a plan of merger according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change any of the following: (1) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan. (2) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules. (3) Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. 3. After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited liability company may abandon the plan in the same manner as the plan was approved. 4. If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following: a. The name of each party to the plan of merger. b. The date on which the statement of merger was filed by the secretary of state. c. A statement that the merger has been abandoned in accordance with this section. 2023 Acts, ch 152, §90, 161

Iowa Code § 489.1025 Statement of merger — effective date of merger.

489.1025. Statement of merger — effective date of merger. 1. A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. 2. A statement of merger must contain all of the following: a. The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity. b. The name, jurisdiction of formation, and type of entity of the surviving entity, and if the surviving entity is a foreign entity, the street and mailing addresses of an office of the surviving entity that the secretary of state may use for purposes of section 489.1026, subsection 5. c. A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation. d. If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger. e. If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment. f. If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment. 3. In addition to the requirements of subsection 2, a statement of merger may contain any other provision not prohibited by law. 4. If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. 5. If the surviving entity is a domestic limited liability company, the merger becomes effective when the statement of merger is effective. In all other cases, the merger becomes effective on the later of the following: a. The date and time provided by the organic law of the surviving entity. b. When the statement is effective. 2023 Acts, ch 152, §91, 161

Iowa Code § 489.1026 Effect of merger.

489.1026. Effect of merger. 1. When a merger becomes effective, all of the following apply: a. The surviving entity continues or comes into existence. b. Each merging entity that is not the surviving entity ceases to exist. c. All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment. d. All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity. e. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity. f. If the surviving entity exists before the merger, all of the following apply: (1) All its property continues to be vested in it without transfer, reversion, or impairment. (2) It remains subject to all its debts, obligations, and other liabilities. (3) All its rights, privileges, immunities, powers, and purposes continue to be vested in it. g. The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding. h. If the surviving entity exists before the merger, all of the following apply: (1) Its public organic record, if any, is amended to the extent provided in the statement of merger. (2) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger. i. If the surviving entity is created by the merger, its private organic rules are effective and all of the following apply: (1) If it is a filing entity, its public organic record becomes effective. (2) If it is a limited liability partnership, its statement of qualification becomes effective. j. The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 489.1006 and the merging entity’s organic law. 2. Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. 3. When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective. 4. When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited liability company with respect to which the person had interest holder liability is subject to the following rules: a. The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective. b. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective. c. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph “a” as if the merger had not occurred. d. The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic merging limited liability company with respect to any interest holder liability preserved under paragraph “a” as if the merger had not occurred. 5. When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited liability company as provided in section 489.119. 6. When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled. 2023 Acts, ch 152, §92, 161
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=489&year=2026Fetched: 10/20/2026

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