§ 23-0.6-2-5 — Filing articles of merger; contents; surviving entity

Indiana § 23-0.6-2-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 0.6: UNIFORM BUSINESS ORGANIZATION
• Ch. 2: Merger

Text

(a) Articles of merger must be signed by each
merging entity and delivered to the secretary of state for filing.
(b) Articles of merger must contain:
(1) the name, jurisdiction of formation, and type of entity of each
merging entity that is not the surviving entity;
(2) the name, jurisdiction of formation, and type of entity of the
surviving entity;
(3) if the articles of merger are not effective upon filing, the later
date and time on which the articles of merger will become
effective, which may not be more than ninety (90) days after the
date of filing;
(4) a statement that the merger was approved by each domestic
merging entity, if any, in accordance with this chapter and by each
foreign merging entity, if any, in accordance with the law of its
jurisdiction of formation;
(5) if the surviving entity is a domestic filing entity, any
amendment to its public organic record approved as part of the
plan of merger; and
(6) if the surviving entity is a foreign entity that is not a registered
foreign entity, a mailing address to which the secretary of state
may send any process served on the secretary of state under
section 6(e) of this chapter.
(c) Articles of merger may contain an electronic mail address to
which service of process may be made under section 6(e) of this
chapter.
(d) In addition to the requirements of subsection (b), articles of
merger may contain any other provision not prohibited by law.
(e) If the surviving entity is a domestic entity, its public organic
record, if any, must satisfy the requirements of the law of Indiana,
except that the public organic record does not need to be signed and
may omit any provision that is not required to be included in a
restatement of the public organic record.
(f) A plan of merger that is signed by all the merging entities and
meets all the requirements of subsection (b) may be delivered to the
secretary of state for filing instead of articles of merger and on filing
has the same effect. If a plan of merger is filed as provided in this
subsection, references in this article to articles of merger refer to the
plan of merger filed under this subsection.
(g) Articles of merger are effective on the date and time of filing or
the later date and time specified in the articles of merger.
(h) If the surviving entity is a domestic entity, the merger becomes
effective when the articles of merger are effective. If the surviving
entity is a foreign entity, the merger becomes effective on the later of:
(1) the date and time provided by the organic law of the surviving
entity; or
(2) when the articles of merger are effective.
(i) The surviving entity resulting from a merger may, after the
merger has become effective, file for record with the county recorder
of each county in Indiana in which the entity has real property at the
time of the merger, the title to which will be transferred by the merger,
a file-stamped copy of the articles of merger. If the articles of merger
set forth amendments to the articles of incorporation of the surviving
corporation that change its entity name, a file-stamped copy of the
articles of merger may be filed for record with the county recorder of
each county in Indiana in which the surviving entity has any real
property at the time the merger becomes effective. A failure to record
a copy of the articles of merger under this subsection does not affect
the validity of the merger or the change in corporate name.

Legislative History

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.35; P.L.177-2019, SEC.10.