CORPORATION MERGER OR CONSOLIDATION

Iowa Code tit. XII, ch. 491, subch. II

in effect

Iowa Code § 491.101 Definitions.

491.101. Definitions. 1. “Merger” means the uniting of two or more corporations into one corporation in such manner that the corporation resulting from the merger retains its corporate existence and absorbs the other constituent corporation or corporations which thereby lose their or its corporate existence. 2. “Consolidation” means the uniting of two or more corporations into a single new corporation, all of the constituent corporations thereby ceasing to exist as separate entities. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.101]

Iowa Code § 491.101A Poison pill defense authorized.

491.101A. Poison pill defense authorized. The terms and conditions of stock rights or options issued by the corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of such rights or options by a person, or group of persons, owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or a transferee of the offeror, or that invalidate or void such stock rights or options held by an offeror or a transferee of the offeror. 89 Acts, ch 288, §187

Iowa Code § 491.101B Consideration of community interests in consideration of acquisition proposals.

491.101B. Consideration of community interests in consideration of acquisition proposals. 1. A director, in determining what is in the best interest of the corporation when considering a tender offer or proposal of acquisition, merger, consolidation, or similar proposal, may consider any or all of the following community interest factors, in addition to consideration of the effects of any action on shareholders: a. The effects of the action on the corporation’s employees, suppliers, creditors, and customers. b. The effects of the action on the communities in which the corporation operates. c. The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation. 2. If on the basis of the community interest factors described in subsection 1, the board of directors determines that a proposal or offer to acquire or merge the corporation is not in the best interests of the corporation, it may reject the proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the proposal or offer. Consideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the shareholders, or a group of shareholders, even if the director reasonably determines that a community interest factor or factors outweigh the financial or other benefits to the corporation or a shareholder or group of shareholders. 89 Acts, ch 288, §188

Iowa Code § 491.102 Procedure for merger.

491.102. Procedure for merger. 1. Any two or more corporations whether heretofore or hereafter organized may merge into one of such corporations in the manner provided in this section. 2. The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of mergers setting forth: a. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation. b. The terms and conditions of the proposed merger. c. The manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation. d. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger. e. Such other provisions with respect to the proposed merger as are deemed necessary or desirable. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.102] 2012 Acts, ch 1023, §90

Iowa Code § 491.103 Procedure for consolidation.

491.103. Procedure for consolidation. 1. Any two or more corporations whether heretofore or hereafter organized may consolidate into a new corporation in the manner provided in this section. 2. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of each such board, approve a plan of consolidation setting forth: a. The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation. b. The terms and conditions of the proposed consolidation. c. The manner and basis of converting the shares of each corporation into shares, or other securities, or obligations of the new corporation. d. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter. e. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.103] 2012 Acts, ch 1023, §91

Iowa Code § 491.104 Meetings of shareholders.

491.104. Meetings of shareholders. 1. The board of directors of each corporation, upon approving such plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice shall be delivered not less than twenty days before such meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. Such notice shall state the place, day, hour and purpose of the meeting, and a copy or a summary of the plan of merger or plan of consolidation, as the case may be, shall be included in or enclosed with such notice. 2. The board of directors may hold the meeting solely by means of remote communication in accordance with section 491.17 and in that case the notice shall describe how shareholders may participate in the meeting. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.104] 2021 Acts, ch 165, §232, 248

Iowa Code § 491.105 Approval by shareholders.

491.105. Approval by shareholders. At each such meeting, a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations, unless any class of shares of any such corporations is entitled to vote as a class in respect thereof in which event, as to such corporation, the plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares of each such class of shares entitled to vote as a class in respect thereof and two-thirds of the total outstanding shares entitled to vote at such meeting. Any class of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle such class of shares to vote as a class. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.105]

Iowa Code § 491.106 Articles of merger or consolidation.

491.106. Articles of merger or consolidation. Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and verified by that person, attested by its secretary or an assistant secretary, and shall be acknowledged and shall set forth: 1. The plan of merger or the plan of consolidation. 2. As to each corporation, the number of shares outstanding, and the number of shares entitled to vote, and, if the shares of any class are entitled to vote as a class, the designation of each such class and the number of outstanding shares thereof entitled to vote. 3. As to each corporation, the number of shares voted for and against such plan respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against such plan, respectively. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.106]

Iowa Code § 491.107 Filing articles of merger or consolidation.

491.107. Filing articles of merger or consolidation. 1. A duly executed and acknowledged copy of the articles of merger or consolidation shall be forwarded to the secretary of state for filing and recording as provided in section 491.5. 2. The procedure set forth in sections 491.6 through 491.9 shall be applicable to the filing of articles of consolidation or merger. 3. If as the result of a consolidation a new Iowa corporation is formed then the fees provided for in section 491.11 shall be applicable. If as the result of a merger an existing Iowa corporation becomes the survivor the articles of merger shall be deemed an amendment to its articles of incorporation and section 491.20 shall be applicable. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.107] 94 Acts, ch 1055, §8; 2018 Acts, ch 1041, §127; 2021 Acts, ch 80, §314

Iowa Code § 491.108 Effective date of merger or consolidation.

491.108. Effective date of merger or consolidation. Upon the payment of all fees and charges and upon the filing of the articles of consolidation or merger with the secretary of state the secretary of state shall issue to the corporation or its representative a certificate of consolidation or a certificate of merger and upon the issuance of said certificate the merger or consolidation shall be effected. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.108]

Iowa Code § 491.110 Effect of merger or consolidation.

491.110. Effect of merger or consolidation. When such merger or consolidation has been effected: 1. The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. 2. The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. 3. Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter. 4. Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation. 5. Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation. 6. In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the articles of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation. 7. The aggregate amount of the net assets of the merging or consolidating corporations which was available for the payment of dividends immediately prior to such merger or consolidation, to the extent that the amount thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for the payment of dividends by such surviving or new corporation. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.110]

Iowa Code § 491.111 Merger or consolidation of domestic and foreign corporations.

491.111. Merger or consolidation of domestic and foreign corporations. 1. One or more foreign corporations and one or more domestic corporations whether heretofore or hereafter organized may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized: a. Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. b. If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of the statutes of the state of Iowa with respect to foreign corporations if it is to do business in this state, and in every case it shall file with the secretary of state of this state: (1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation. (2) The appointment of a resident agent as provided for in section 490.501. (3) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this subchapter with respect to the rights of dissenting shareholders. 2. Insofar as the state of Iowa is concerned, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.111] 93 Acts, ch 126, §11; 2012 Acts, ch 1023, §157; 2017 Acts, ch 54, §76

Iowa Code § 491.112 Rights of dissenting shareholders.

491.112. Rights of dissenting shareholders. 1. If a shareholder of a corporation which is a party to a merger or consolidation shall file with such corporation, prior to or at the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, a written objection to such plan of merger or consolidation, and shall not vote in favor thereof, and such shareholder, within twenty days after the merger or consolidation is effected, shall make written demand on the surviving or new corporation for payment of the fair value of the shareholder’s shares as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new corporation shall pay to such shareholder, upon surrender of the certificate or certificates representing said shares, such fair value thereof. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder failing to make demand within the twenty-day period shall be conclusively presumed to have consented to the merger or consolidation and shall be bound by the terms thereof. 2. If within thirty days after the date on which such merger or consolidation was effected the value of such shares is agreed upon between the dissenting shareholder and the surviving or new corporation payment therefor shall be made within ninety days after the date on which such merger or consolidation was effected, upon the surrender of the certificate or certificates representing said shares. Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in such shares or in the corporation. 3. If within such period of thirty days the shareholder and the surviving or new corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the state and judicial subdivision thereof in which the registered office or the principal place of business of the surviving or new corporation is situated, asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the surviving or new corporation for the amount of such fair value as of the day prior to the date on which such vote was taken approving such merger or consolidation, together with interest thereon at the rate of five percent per annum to the date of such judgment. The action shall be prosecuted as an equitable action and the practice and procedure shall conform to the practice and procedure in equity cases. The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new corporation of the certificate or certificates representing said shares. Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares, or in the surviving or new corporation. Such shares may be held and disposed of by the surviving or new corporation as it may see fit. Unless the dissenting shareholder shall file such petition within the time herein limited, such shareholder and all persons claiming under the shareholder shall be conclusively presumed to have approved and ratified the merger or consolidation and shall be bound by the terms thereof. 4. The right of a dissenting shareholder to be paid the fair value of the shareholder’s shares as herein provided shall cease if and when the corporation shall abandon the merger or consolidation. 5. Shares acquired by the corporation pursuant to the payment of the agreed value thereof or to the payment of judgment entered therefor as in this section provided may be held and disposed of by the corporation as it shall see fit. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.112] 2016 Acts, ch 1011, §121

Iowa Code § 491.113 Issuance of stock.

491.113. Issuance of stock. All stock issued in connection with such merger or consolidation shall be issued pursuant to the provisions of chapter 492 and nothing in this amendment shall be construed as eliminating the requirements of said chapter. [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.113]

Iowa Code § 491.114 Amana stock.

491.114. Amana stock. Notwithstanding anything contained in this chapter and chapters 492 and 502, a corporation organized under the laws of the state of Iowa having assets of the value of one million dollars or more, the articles of which provide that an individual may not vote more than one share of the common voting shares of stock of the corporation, and which give to children of the owners of shares of the common voting stock the right to purchase one common voting share of stock in the corporation upon attaining majority or within a fixed period thereafter, and which authorize the issuance, sale and delivery of not to exceed one share of the common voting stock to any one individual, may issue, sell and deliver its shares of common voting stock, whether held by it as treasury stock or whether issued as an original issue, for the following considerations and upon the following terms and conditions, and with the following limitations: 1. Such common voting stock may be issued, sold and delivered by the corporation either for cash or upon credit or time payments or installment payments or for a consideration evidenced in part or in whole by the written agreement of the purchaser thereof to pay for the same, payment of said purchase price to be secured by a lien on said stock. 2. No such stock shall be issued, sold and delivered for a price less than the par value thereof at the time of such issuance, sale and delivery. 3. Not more than one share of said stock shall be so issued, sold and delivered to any one individual, but when issued, sold and delivered, said stock may be voted by the owner thereof, if the articles of incorporation or bylaws of such corporation, whether now in effect or hereafter adopted or amended, so provide, although a part or all of the price to be paid therefor may be owing to the corporation under said written agreement of the purchaser to pay for the same. [C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.114]

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=491&year=2026Fetched: 10/20/2026