524.1408 Merger of corporation or limited liability company substantially owned by a state bank. A state bank owning at least ninety percent of the outstanding shares, of each class, of another corporation or limited liability company which it is authorized to own under thischapter may merge the other corporation or limited liability company into itself withoutapproval by a vote of the shareholders of either the state bank or the subsidiary corporationor limited liability company. The board of directors of the state bank shall approve a plan ofmerger, mail the plan of merger to shareholders of record of the subsidiary corporation orholders of membership interests in the subsidiary limited liability company, and prepare andexecute articles of merger in the manner provided for in section 490.1105. The articles ofmerger, together with the applicable filing fees, shall be delivered to the superintendent whoshall, if the superintendent approves of the proposed merger and if the superintendent findsthe articles of merger satisfy the requirements of this section, deliver them to the secretaryof state for filing in the secretary of state’s office. he proposed merger and if the superintendent findsthe articles of merger satisfy the requirements of this section, deliver them to the secretaryof state for filing in the secretary of state’s office. The secretary of state upon filing thearticles of merger shall issue a certificate of merger and send the certificate to the state bankand a copy of it to the superintendent. [C71, 73, 75, 77, 79, 81, §524.1408]90 Acts, ch 1205, §48; 95 Acts, ch 148, §115; 2002 Acts, ch 1154, §117, 125; 2004 Acts, ch 1141, §71; 2005 Acts, ch 3, §87; 2022 Acts, ch 1062, §123 Sat Dec 23 01:24:23 2023 Iowa Code 2024, Section 524.1408 (23, 0)
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