§ 486A.905 — Merger of partnerships

Iowa § 486A.905

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 486A: UNIFORM PARTNERSHIP ACT

Text

1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may
be merged with one or more partnerships or limited partnerships.
2. The plan of merger must set forth all of the following:
a. The name of each partnership or limited partnership that is a party to the merger.
b. The name of the surviving entity into which the other partnerships or limited
partnerships will merge.
c. Whether the surviving entity is a partnership or a limited partnership and the status of
each partner.
d. The terms and conditions of the merger.
e. The manner and basis of converting the interests of each party to the merger into
interests or obligations of the surviving entity, or into money or other property in whole or
part.
f. The street address of the surviving entity’s chief executive office.
3. The plan of merger must be approved as follows:
a. In the case of a partnership that is a party to the merger, by all of the partners, or a
number or percentage specified for merger in the partnership agreement.
b. In the case of a limited partnership that is a party to the merger, by the vote required
for approval of a merger by the law of the state or foreign jurisdiction in which the limited
partnership is organized and, in the absence of such a specifically applicable law, by all of the
partners, notwithstanding a provision to the contrary in the partnership agreement.
4. After a plan of merger is approved and before the merger takes effect, the plan may be
amended or abandoned as provided in the plan.
5. The merger takes effect on the later of any of the following:
a. Theapprovaloftheplanofmergerbyallpartiestothemerger,asprovidedinsubsection
3.
b. The filing of all documents required by law to be filed as a condition to the effectiveness
of the merger.
c. Any effective date specified in the plan of merger.