Iowa § 491.111 Merger or consolidation of domestic and foreign corporations

Iowa Statutes

§ 491.111 — Merger or consolidation of domestic and foreign corporations

Iowa § 491.111

Title XIIBUSINESS ENTITIES

Ch. 491CORPORATIONS FOR PECUNIARY PROFIT

This text of Iowa § 491.111 (Merger or consolidation of domestic and foreign corporations) 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 § 491.111 (2026).

Text

1.One or more foreign corporations and one or more domestic corporations whether heretofore or hereafter organized may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

a.Eachdomesticcorporationshallcomplywiththeprovisionsofthischapterwithrespect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

b.If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of the statutes of the state of Iowa with respect to

Free access — add to your briefcase to read the full text and ask questions with AI

1. One or more foreign corporations and one or more domestic corporations whether
heretofore or hereafter organized may be merged or consolidated in the following manner,
provided such merger or consolidation is permitted by the laws of the state under which each
such foreign corporation is organized:
a. Eachdomesticcorporationshallcomplywiththeprovisionsofthischapterwithrespect
to the merger or consolidation, as the case may be, of domestic corporations and each foreign
corporation shall comply with the applicable provisions of the laws of the state under which
it is organized.
b. If the surviving or new corporation, as the case may be, is to be governed by the laws of
any state other than this state, it shall comply with the provisions of the statutes of the state
of Iowa with respect to foreign corporations if it is to do business in this state, and in every
case it shall file with the secretary of state of this state:
(1) An agreement that it may be served with process in this state in any proceeding for the
enforcement of any obligation of any domestic corporation which is a party to such merger
or consolidation and in any proceeding for the enforcement of the rights of a dissenting
shareholder of any such domestic corporation against the surviving or new corporation.
(2) The appointment of a resident agent as provided for in section 490.501.
(3) An agreement that it will promptly pay to the dissenting shareholders of any such
domestic corporation the amount, if any, to which they shall be entitled under the provisions
of this subchapter with respect to the rights of dissenting shareholders.
2. Insofar as the state of Iowa is concerned, the effect of such merger or consolidation
shall be the same as in the case of the merger or consolidation of domestic corporations, if
the surviving or new corporation is to be governed by the laws of this state. If the surviving or
new corporation is to be governed by the laws of any state other than this state, the effect of

such merger or consolidation shall be the same as in the case of the merger or consolidation
of domestic corporations except insofar as the laws of such other state provide otherwise.