490.1102  Share exchange.

1.  A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by section 490.1103, approve the exchange.

2.  The plan of exchange must set forth all of the following:

a.  The name of the corporation whose shares will be acquired and the name of the acquiring corporation.

b.  The terms and conditions of the exchange.

c.  The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.

3.  The plan of exchange may set forth other provisions relating to the exchange.

4.  This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.

5.  One or more business entities organized under this title or Title XIII may acquire all of the outstanding shares of one or more classes or series of a corporation organized under this chapter, and a corporation organized under this chapter may acquire all of the outstanding ownership interests in such business entity or entities, if the entity or entities are authorized to enter into such share exchange with such corporation pursuant to the chapter under which the entity or entities are organized. Except as otherwise provided, this division applies to such exchange.

Section History: Recent form

  89 Acts, ch 288, §122; 97 Acts, ch 117, § 4

Internal References

  Referred to in § 490.1107


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