§ 23-1-31-1 — Voting trust

Indiana § 23-1-31-1

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 31: Voting Trusts and Agreements

Text

(a) One (1) or more shareholders may create a
voting trust, conferring on a trustee the right to vote or otherwise act for
them, by signing an agreement setting out the provisions of the trust
(that may include anything consistent with its purpose) and transferring
their shares to the trustee. When a voting trust agreement is signed, the
trustee shall prepare a list of the names and addresses of all owners of
beneficial interests in the trust, together with the number and class of
shares each transferred to the trust, and deliver copies of the list and
agreement to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares
subject to the trust are registered in the trustee's name. A voting trust
may not be made irrevocable for a period of more than ten (10) years
after its effective date unless the voting or consenting rights granted by
the trust are coupled with an interest in the shares to which the rights
relate. However, if the agreement so provides, the irrevocable rights
may from time to time be extended for additional periods of not more
than ten (10) years each as to shares deposited under the agreement
whose beneficial owners assent in writing to the extension. The rights
are considered to be coupled with an interest in the shares if reserved
or given:
(1) in connection with an option, authority, or contract to buy or
sell the shares or part of the shares;
(2) in connection with the pledge of the shares or part of the
shares to secure the performance or nonperformance of any act;
(3) in connection with the performance or nonperformance of any
act, or an agreement therefor, by the corporation issuing the
shares; or
(4) in connection with any other act or thing constituting an
interest sufficient in law to support a power coupled with it.
(c) If an irrevocable voting trust is extended in accordance with
subsection (b), the voting trustee must deliver copies of the extension
agreement and list of beneficial owners to the corporation's principal
office. An extension agreement binds only those parties signing it.

Legislative History

As added by P.L.149-1986, SEC.15.