Iowa Code Title XII. Business Entities [Chs. 486-504C] § 489.1056. Effect of domestication

a. The domesticated entity is all of the following:

b. All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment.

c. All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity.

d. Except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity.

e. The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding.

f. The certificate of organization of the domesticated entity becomes effective.

g. The provisions of the operating agreement of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication become effective.

h. The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the members of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 489.1006.

a. The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the domestication became effective.

b. A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the domestication becomes effective.

c. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph “a” as if the domestication had not occurred.

d. A person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic domesticating limited liability company with respect to any interest holder liability preserved under paragraph “a” as if the domestication had not occurred.