Indiana § 23-0.6-5-3 Approval of plan of domestication

Indiana Statutes

§ 23-0.6-5-3 — Approval of plan of domestication

Indiana § 23-0.6-5-3

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 0.6UNIFORM BUSINESS ORGANIZATION

Ch. 5Domestication

This text of Indiana § 23-0.6-5-3 (Approval of plan of domestication) 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 § 23-0.6-5-3 (2026).

Text

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

(1)by a domestic domesticating entity:

(A)in accordance with the requirements, if any, in its organic rules for approval of a domestication;

(B)if its organic rules do not provide for approval of a domestication, 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 domestication 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 domestication were that type of merger; or

(C)by all of the interest holders of the entity entitled to vote on or consent to any matter if, in the c

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(a) A plan of domestication is not effective
unless it has been approved:
(1) by a domestic domesticating entity:
(A) in accordance with the requirements, if any, in its organic
rules for approval of a domestication;
(B) if its organic rules do not provide for approval of a
domestication, 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 domestication 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 domestication were that type of merger;
or
(C) by all of 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 a domestication or merger; and
(2) in a record, by each interest holder of a domestic
domesticating entity that will have interest holder liability for
debts, obligations, and other liabilities that are incurred after the
domestication 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 in a record provide for the
approval of a domestication or 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 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 domestication of a foreign domesticating entity is not effective
unless it is approved in accordance with the law of the foreign entity's
jurisdiction of formation.