Indiana § 23-0.6-3-3 Approval of plan of interest exchange

Indiana Statutes

§ 23-0.6-3-3 — Approval of plan of interest exchange

Indiana § 23-0.6-3-3

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 0.6UNIFORM BUSINESS ORGANIZATION

Ch. 3Interest Exchange

This text of Indiana § 23-0.6-3-3 (Approval of plan of interest exchange) 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 § 23-0.6-3-3 (2026).

Text

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

(1)by a domestic acquired entity:

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

(B)except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i)in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or

(ii)in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or

(C)if n

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(a) A plan of interest exchange is not effective
unless it has been approved:
(1) by a domestic acquired entity:
(A) in accordance with the requirements, if any, in its organic
law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its
organic law nor organic rules provide for approval of an interest
exchange, in accordance with the requirements, if any, in its
organic law and organic rules for approval of:
(i) in the case of an entity that is not a business corporation,
a merger, as if the interest exchange were a merger; or
(ii) in the case of a business corporation, a merger requiring
approval by a vote of the interest holders of the business
corporation, as if the interest exchange were that type of
merger; or
(C) if neither its organic law nor organic rules provide for
approval of an interest exchange or a merger described in
clause (B)(ii), by all of the interest holders of the entity entitled
to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired
entity that will have interest holder liability for liabilities that
arise after the interest exchange 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 an interest exchange or a merger in which some or
all of its interest holders become subject to interest holder
liability by the vote or consent of fewer than all the interest
holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules or became an interest holder after
the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not
effective unless it is approved by the foreign entity in accordance with
the law of the foreign entity's jurisdiction of formation.
(c) Except as otherwise provided in its organic law or organic rules,
the interest holders of the acquiring entity are not required to approve
the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that
would permit a merger between the acquired entity and the acquiring
entity to be approved without the vote or consent of the interest holders
of the acquired entity because of the percentage of interests in the
acquired entity held by the acquiring entity does not apply to approval
of an interest exchange under subsection (a)(1)(B).