1. One or more corporations may merge with or into any one or more limited liability companies or corporations if the board of directors of each corporation adopts and its shareholders, if required by section 490.1103, approve a plan of merger and if the members of each limited liability company approve a plan of merger.
2. The plan of merger must set forth all of the following:
a. The name of each corporation or limited liability company planning to merge and the name of the surviving corporation or limited liability company into which each other corporation or limited liability company plans to merge.
b. The terms and conditions of the merger.
c. The manner and basis of converting the shares or interests of each corporation or limited liability company into shares, obligations, or other securities of the surviving or any other corporation or limited liability company or into cash or other property in whole or part.
3. The plan of merger may set forth:
a. Restated articles or amendments to the articles of incorporation of the surviving corporation or restated articles or amendments to the articles of organization of the surviving limited liability company.
b. Other provisions relating to the merger.
4. One or more business entities organized under this title or Title XIII may merge with or into a corporation organized under this chapter, and a corporation organized under this chapter may merge with or into such business entity or entities, if the entity or entities are authorized to merge with such corporation pursuant to the chapter under which the entity or entities are organized. Except as otherwise provided, this division applies to such mergers.
89 Acts, ch 288, §121; 97 Acts, ch 117, § 3; 97 Acts, ch 171, § 12
Referred to in § 490.1107, 508B.2
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