This text of Iowa § 499.69A (Qualified mergers) 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. One or more cooperative associations and one or more qualified corporations may
participate in a qualified merger as provided in this section.
2. Each participating cooperative association and qualified corporation must approve a
written plan of qualified merger.
a. The plan shall set forth all of the following:
(1)The name of each cooperative association and qualified corporation participating in
the qualified merger, and the name of the qualified survivor.
(2)The terms and conditions of the qualified merger.
(3)The manner and basis of converting the interests, including shares or other securities,
andobligationsineachnonsurvivingcooperativeassociationorqualifiedcorporationintothe
interests and obligations of the qualified survivor.
(4)Any amendments to the articles of incorporatio
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1. One or more cooperative associations and one or more qualified corporations may
participate in a qualified merger as provided in this section.
2. Each participating cooperative association and qualified corporation must approve a
written plan of qualified merger.
a. The plan shall set forth all of the following:
(1) The name of each cooperative association and qualified corporation participating in
the qualified merger, and the name of the qualified survivor.
(2) The terms and conditions of the qualified merger.
(3) The manner and basis of converting the interests, including shares or other securities,
andobligationsineachnonsurvivingcooperativeassociationorqualifiedcorporationintothe
interests and obligations of the qualified survivor.
(4) Any amendments to the articles of incorporation of the qualified survivor as are
desired to be effected by the qualified merger, or a statement that no amendment is desired.
(5) The date that the qualified merger becomes effective, if the date is different than the
§499.69A, COOPERATIVE ASSOCIATIONS 28
date when a certificate of merger is to be issued for a cooperative association, or if the date
is different than the date when the articles of merger are filed with the secretary of state for
a qualified corporation.
(6) Otherprovisionsrelatingtothequalifiedmergerasaredeemednecessaryordesirable.
b. A proposed plan for a qualified merger complying with the requirements of this section
shall be approved as follows:
(1) For a cooperative association which is a party to the proposed qualified merger, the
cooperative association shall approve the plan as provided in this chapter.
(2) For a qualified corporation which is a party to the proposed qualified merger, the
qualified corporation shall approve the plan as provided in chapter 490, subchapter XI.
c. After the proposed plan for the qualified merger is approved, a cooperative association
or qualified corporation may abandon the merger in the manner provided in the plan, prior
to the filing of the articles of merger.
3. After a proposed plan of the qualified merger is approved, the qualified survivor shall
deliver articles of merger for the qualified merger to the secretary of state for filing. The
articlesofmergershallbeexecutedbyeachcooperativeassociationandqualifiedcorporation
which is a party to the qualified merger. The articles of merger shall set forth all of the
following:
a. The name of each cooperative association and qualified corporation which is a party to
the qualified merger.
b. The plan for the qualified merger.
c. The effective date of the qualified merger, if later than the date of filing the articles of
merger.
d. The name of the qualified survivor.
e. A statement that the plan for the qualified merger was approved by each participating
cooperative association and qualified corporation in a manner required for the cooperative
association and qualified corporation as provided in this section.
4. For a surviving cooperative association, a qualified merger becomes effective upon the
filing of the articles of merger with the secretary of state and the issuance of a certificate of
merger pursuant to section 499.68 or the date stated in the articles of merger, whichever is
later. For a surviving qualified corporation, a qualified merger becomes effective upon the
filing of the articles of merger with the secretary of state pursuant to section 490.1106 or the
date stated in the articles, whichever is later.
5. The effect of a qualified merger for a qualified survivor which is a cooperative
association shall be as provided for in this chapter. The effect of a qualified merger for
a qualified survivor which is a qualified corporation shall be as provided for corporations
under chapter 490, subchapter XI.
6. The provisions governing the right of a shareholder or member of a cooperative
association to object to a merger or the right of a member to dissent and obtain payment
of the fair value of an interest in the cooperative association in the case of a merger as
provided in this chapter shall apply to a qualified merger. The provisions governing the
right of a shareholder of a corporation to exercise appraisal rights and obtain payment of
the fair value of the shareholder’s shares in the case of a merger as provided in chapter 490,
subchapter XIII, shall apply to a qualified merger.
7. A foreign cooperative association may participate in a qualified merger as provided
in this section, if the foreign cooperative association complies with the requirements for a
cooperative association under this section and the requirements for a foreign cooperative
association under section 499.69. A foreign corporation may participate in a qualified merger
asprovidedinthissectionifitcomplieswiththerequirementsofaqualifiedcorporationunder
this section and the requirements for a foreign corporation under section 490.1102.