491.103 Procedure for consolidation.
1. Any two or more corporations whether heretofore or hereafter organized may consolidate into a new corporation in the manner provided in this section.
2. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of each such board, approve a plan of consolidation setting forth:
a. The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.
b. The terms and conditions of the proposed consolidation.
c. The manner and basis of converting the shares of each corporation into shares, or other securities, or obligations of the new corporation.
d. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.
e. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.103]
2012 Acts, ch 1023, §91
Referred to in §508B.2, 515G.2, 521.2
Structure Iowa Code
Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT
Section 491.1 - Who may incorporate.
Section 491.2 - Single person.
Section 491.5 - Articles adopted and filed — recording.
Section 491.5A - Secretary of state — extra services — surcharge.
Section 491.6 - Filing or refusal to file.
Section 491.7 - Question of legality submitted.
Section 491.8 - Action on opinion.
Section 491.9 - Submission to executive council.
Section 491.10 - Interpretative clause.
Section 491.11 - Incorporation fee.
Section 491.12 - Exemption from fee.
Section 491.13 - Place of business.
Section 491.14 - Custody of office — business maintained.
Section 491.15 - Service of original notice — secretary of state.
Section 491.16 - Indemnification of officers, directors, employees, and agents — insurance.
Section 491.16A - Directors and officers — duties and liabilities.
Section 491.17 - Remote participation in meetings of shareholders.
Section 491.18 - Proof of publication — filing.
Section 491.19 - Commencement of business.
Section 491.20 - Amendments — fees.
Section 491.21 - Signing and acknowledging of amendments.
Section 491.22 - Individual property liable.
Section 491.23 - Dissolution — filing a statement with secretary of state.
Section 491.25 - Renewal — conditions.
Section 491.26 - Stock of dissenting holders.
Section 491.27 - Execution of renewal — record required.
Section 491.28 - Filing with secretary of state — fees — certificate of renewal.
Section 491.29 - Erroneous certificate — correction.
Section 491.32 - Notice of renewal — publication.
Section 491.33 - Foreign insurance companies becoming domestic.
Section 491.36 - Foreign-trade zone corporation.
Section 491.38 - Consolidation of interstate bridge companies.
Section 491.39 - Legislative control.
Section 491.40 - Fraud — penalty for.
Section 491.41 - Diversion of funds — unlawful dividends.
Section 491.43 - Keeping false accounts.
Section 491.46 - Books to show names of stockholders.
Section 491.47 - Names exhibited at meetings.
Section 491.48 - Stock certificates — signing.
Section 491.50 - Examination by stockholder.
Section 491.54 - Liability of collateral holder.
Section 491.55 - Right to vote stock — attachment.
Section 491.56 - Expiration and closing of business.
Section 491.57 - Sinking fund and loaning thereof.
Section 491.58 - Liability of stockholders.
Section 491.59 - Levy on private property.
Section 491.60 - Suit by creditor — measure of recovery.
Section 491.61 - Corporate property exhausted.
Section 491.62 - Indemnity — contribution.
Section 491.63 - Franchise sold on execution.
Section 491.64 - Production of books.
Section 491.66 - Dissolution — receivership.
Section 491.68 - False statements or pretenses.
Section 491.101 - Definitions.
Section 491.101A - Poison pill defense authorized.
Section 491.101B - Consideration of community interests in consideration of acquisition proposals.
Section 491.102 - Procedure for merger.
Section 491.103 - Procedure for consolidation.
Section 491.104 - Meetings of shareholders.
Section 491.105 - Approval by shareholders.
Section 491.106 - Articles of merger or consolidation.
Section 491.107 - Filing articles of merger or consolidation.
Section 491.108 - Effective date of merger or consolidation.
Section 491.110 - Effect of merger or consolidation.
Section 491.111 - Merger or consolidation of domestic and foreign corporations.
Section 491.112 - Rights of dissenting shareholders.