Iowa § 490.1108 Abandonment of a merger or share exchange

Iowa Statutes

§ 490.1108 — Abandonment of a merger or share exchange

Iowa § 490.1108

Title XIIBUSINESS ENTITIES

Ch. 490BUSINESS CORPORATIONS

This text of Iowa § 490.1108 (Abandonment of a merger or share exchange) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Iowa Code § 490.1108 (2026).

Text

1.After a plan of merger or share exchange has been adopted and approved as required by this subchapter, and before articles of merger or share exchange have become effective, the plan may be abandoned by a domestic business corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.

2.If a merger or share exchange is abandoned under subsection 1 after articles of merger orshareexchangehavebeendeliveredtothesecretaryofstateforfilingbutbeforethemerger orshareexchangehasbecomeeffective, astatementofabandonmentsignedbyalltheparties thatsignedthearticlesofmergerorshareexchangeshallbedelivere

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1. After a plan of merger or share exchange has been adopted and approved as required
by this subchapter, and before articles of merger or share exchange have become effective,
the plan may be abandoned by a domestic business corporation that is a party to the plan
without action by its shareholders in accordance with any procedures set forth in the plan of
merger or share exchange or, if no such procedures are set forth in the plan, in the manner
determined by the board of directors.
2. If a merger or share exchange is abandoned under subsection 1 after articles of merger
orshareexchangehavebeendeliveredtothesecretaryofstateforfilingbutbeforethemerger
orshareexchangehasbecomeeffective, astatementofabandonmentsignedbyalltheparties
thatsignedthearticlesofmergerorshareexchangeshallbedeliveredtothesecretaryofstate
for filing before the articles of merger or share exchange become effective. The statement
shall take effect on filing and the merger or share exchange shall be deemed abandoned and
shall not become effective. The statement of abandonment must contain all of the following:
a. The name of each party to the merger or the names of the acquiring and acquired
entities in a share exchange.
b. The date on which the articles of merger or share exchange were filed by the secretary
of state.
c. Astatementthatthemergerorshareexchangehasbeenabandonedinaccordancewith
this section.