1. The merger or consolidation shall be effective upon the filing of the articles of merger or consolidation with the secretary of state, or at any later date and time specified by the superintendent in writing on the articles of merger or consolidation. The certificate of merger or consolidation shall be conclusive evidence of the performance of all conditions precedent to the merger or consolidation, and of the existence or creation of the resulting state bank, except as against the state.
2. When a merger or consolidation becomes effective, the existence of each party to the plan, except the resulting state bank, shall cease as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the resulting state bank and which shall have all the property, rights, powers, duties and obligations of each party to the plan, except that the resulting state bank shall have only the authority to engage in such business and exercise such powers as it would have, and shall be subject to the same prohibitions and limitations to which it would be subject, upon original incorporation under this chapter. A resulting state bank may, however, engage in any business and exercise any right that any party to the plan which was a state bank subject to this chapter could lawfully exercise or engage in immediately prior to the merger or consolidation.
3. No liability of any party to the plan or of its shareholders, directors or officers shall be affected, nor shall any lien on any property of a party to the plan be impaired, by the merger or consolidation. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger or consolidation had not taken place, or the resulting state bank may be substituted in its place. The articles of incorporation of the resulting state bank shall be, in the case of a merger, the same as its articles of incorporation prior to the merger with any change stated in the articles of merger, and in the case of a consolidation, the provisions stated in the articles of consolidation shall be deemed to be the original articles of incorporation of the resulting state bank.
[C54, 58, 62, 66, § 528B.6, 528B.8; C71, 73, 75, 77, 79, 81, § 524.1405]
Iowa General Assembly
Search: Iowa Code 1995
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