§ 491.110 — Effect of merger or consolidation

Iowa § 491.110

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 491: CORPORATIONS FOR PECUNIARY PROFIT

Text

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. Theseparateexistenceofallcorporationspartiestotheplanofmergerorconsolidation,
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. Suchsurvivingornewcorporationshallthereuponandthereafterpossessalltherights,
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.

Legislative History

[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.110]