Indiana § 23-0.6-2-3 Approval of plan of merger

Indiana Statutes

§ 23-0.6-2-3 — Approval of plan of merger

Indiana § 23-0.6-2-3

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 0.6UNIFORM BUSINESS ORGANIZATION

Ch. 2Merger

This text of Indiana § 23-0.6-2-3 (Approval of plan of merger) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-0.6-2-3 (2026).

Text

(a)A plan of merger is not effective unless it has been approved:

(1)by a domestic merging entity:

(A)in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger; or

(B)by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger; and

(2)in a record, by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A)the organic rules of the entity pr

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(a) A plan of merger is not effective unless it
has been approved:
(1) by a domestic merging entity:
(A) in accordance with the requirements, if any, in its organic
law and organic rules for approval of the merger; or
(B) by all the interest holders of the entity entitled to vote on or
consent to any matter if, in the case of an entity that is not a
business corporation, neither its organic law nor organic rules
provide for approval of the merger; and
(2) in a record, by each interest holder of a domestic merging
entity which will have interest holder liability for debts,
obligations, and other liabilities that are incurred after the merger
becomes effective, unless, in the case of an entity that is not a
business corporation or nonprofit corporation:
(A) the organic rules of the entity provide in a record for the
approval of a merger in which some or all of its interest holders
become subject to interest holder liability by the affirmative
vote or consent of fewer than all the interest holders; and
(B) the interest holder consented in a record to or voted for that
provision of the organic rules or became an interest holder after
the adoption of that provision.
(b) A merger under this chapter involving a foreign merging entity
is not effective unless the merger is approved by the foreign entity in
accordance with the law of the foreign entity's jurisdiction of formation.