§ 488.1109 — Effect of merger

Iowa § 488.1109

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 488: UNIFORM LIMITED PARTNERSHIP ACT

Text

1. When a merger becomes effective, all of the following apply:
a. The surviving organization continues or comes into existence.
b. Each constituent organization that merges into the surviving organization ceases to
exist as a separate entity.
c. All property owned by each constituent organization that ceases to exist vests in the
surviving organization.
d. All debts, liabilities, and other obligations of each constituent organization that ceases
to exist continue as obligations of the surviving organization.
e. An action or proceeding pending by or against any constituent organization that ceases
to exist may be continued as if the merger had not occurred.
f. Except as prohibited by other law, all of the rights, privileges, immunities, powers,
and purposes of each constituent organization that ceases to exist vest in the surviving
organization.
g. Except as otherwise provided in the plan of merger, the terms and conditions of the
plan of merger take effect.
h. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the
merger does not dissolve the limited partnership for the purposes of article 8.
i. If the surviving organization is created by the merger, one of the following applies:
(1) If it is a limited partnership, the certificate of limited partnership becomes effective.
(2) If it is an organization other than a limited partnership, the organizational document
that creates the organization becomes effective.
j. If the surviving organization preexists the merger, any amendments provided for in
the articles of merger for the organizational document that created the organization become
effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of
the courts of this state to enforce any obligation owed by a constituent organization, if before
the merger the constituent organization was subject to suit in this state on the obligation. A
surviving organization that is a foreign organization and not authorized to transact business
in this state appoints the secretary of state as its agent for service of process for the purposes
of enforcing an obligation under this subsection. Service on the secretary of state under
this subsection is made in the same manner and with the same consequences as in section
488.117, subsections 3 and 4.