This text of Iowa § 490.934 (Amendment of plan of conversion — abandonment) 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.
1. A plan of conversion of a converting entity that is a domestic corporation may be
amended in any of the following manners:
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. In the manner provided in the plan, except that shareholders that were entitled to vote
on or consent to approval of the plan are 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 eligible interests or other securities, obligations, rights to
acquire eligible interests or other securities, cash, other property, or any combination of the
foregoing, to be received by any of the shareholders of the converting corporation under the
plan.
(2)The organic rules of the converted
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1. A plan of conversion of a converting entity that is a domestic corporation may be
amended in any of the following manners:
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. In the manner provided in the plan, except that shareholders that were entitled to vote
on or consent to approval of the plan are 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 eligible interests or other securities, obligations, rights to
acquire eligible interests or other securities, cash, other property, or any combination of the
foregoing, to be received by any of the shareholders of the converting corporation under the
plan.
(2) The organic rules of the converted entity that will be in effect immediately after the
conversion becomes effective, except for changes that do not require approval of the eligible
interest holders of the converted entity under its organic law or organic rules.
(3) Any other terms or conditions of the plan, if the change would adversely affect such
shareholders in any material respect.
2. After a plan of conversion has been approved by a converting entity that is a domestic
corporation in the manner required by this part and before the articles of conversion become
effective, the plan may be abandoned by the corporation without action by its shareholders
in accordance with any procedures set forth in the plan or, if no such procedures are set forth
in the plan, in the manner determined by the board of directors.
3. If a conversion is abandoned after the articles of conversion have been delivered to the
secretary of state for filing and before the articles of conversion become effective, articles of
abandonment, signed by the converting entity, must be delivered to the secretary of state for
filing before the articles of conversion become effective. The articles of abandonment take
effect on filing, and the conversion is abandoned and does not become effective. The articles
of abandonment must contain all of the following:
a. The name of the converting entity.
b. The date on which the articles of conversion were filed by the secretary of state.
c. A statement that the conversion has been abandoned in accordance with this section.