The Iowa Articles of Merger is a legal document that outlines the process of combining two or more businesses into a single entity, known as a merger. It is filed with the Iowa Secretary of State and is a crucial step in the merger process. The document provides important details about the merging entities, their assets, liabilities, and the terms of the merger. The Iowa Articles of Merger typically include information such as the names and business addresses of the merging corporations, the effective date of the merger, the manner and basis of exchanging shares or securities, and any amendments to the articles of incorporation or organization. It also states the surviving corporation's name and address, as well as information about the disposition of the separate entities. There are different types of Iowa Articles of Merger that may vary based on the specific circumstances of the merger: 1. Short Form Articles of Merger: This type of merger is utilized when two or more domestic corporations merge with a constituent corporation as the surviving entity. It is applicable when there are no changes to the surviving corporation's articles of incorporation. 2. Long Form Articles of Merger: In this case, the merging corporations need to provide more detailed information about the merger and the changes occurring to their respective articles of incorporation. This may include amendments, such as changes to the corporation's name, address, purpose, etc. It is mainly used when the surviving corporation undergoes amendments after the merger. 3. Foreign Entity Merger: This type of merger involves a merging corporation that is domiciled outside of Iowa with a corporation in Iowa. It requires the filing of a specific set of Iowa Articles of Merger for foreign entities. Regardless of the type, the Iowa Articles of Merger must comply with the requirements set forth by the Iowa Business Corporation Act and other relevant state laws. It is advisable for businesses seeking to merge to consult with legal professionals to ensure the accuracy and legality of the document.