§ 23-1-40-4 — Merger of subsidiary and parent corporation

Indiana § 23-1-40-4

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 40: Merger and Share Exchange

Text

(a) A parent corporation owning at least ninety
percent (90%) of the outstanding shares of each class of a subsidiary
corporation may merge the subsidiary and the parent corporation
without approval of the shareholders of the parent or subsidiary.
(b) If the parent corporation will be the surviving corporation, the
board of directors of the parent shall adopt a plan of merger that sets
forth:
(1) the names of the parent and subsidiary; and
(2) the manner and basis of converting the shares of the
subsidiary into shares, obligations, or other securities of the
parent or any other corporation or into cash or other property in
whole or in part.
(c) The parent shall mail a copy or summary of the plan of merger
to each shareholder of the subsidiary who does not waive the mailing
requirement in writing.
(d) The parent may not deliver articles of merger to the secretary of
state for filing until at least thirty (30) days after the date it mailed a
copy of the plan of merger to each shareholder of the subsidiary who
did not waive the mailing requirement.
(e) The articles of incorporation of the parent corporation that are in
effect immediately before the effective date of the merger constitute the
articles of incorporation of the surviving corporation, and articles of
merger under this section may not contain amendments to the articles
of incorporation of the parent corporation (except for amendments
enumerated in IC 23-1-38-2). If the subsidiary is a domestic
corporation and will be the surviving corporation of a merger with a
parent that is a foreign corporation, the articles of incorporation of the
parent corporation that will be inherited by the subsidiary upon the
effective date of the merger shall be delivered to the secretary of state
for filing together with the articles of merger to be delivered for filing
under section 5(a) of this chapter.
(f) If the parent corporation will not be the surviving corporation,
the board of directors of the parent shall adopt a plan of merger that
sets forth:
(1) the names of the parent and subsidiary; and
(2) the manner and basis of converting the shares of the parent
into shares of the surviving corporation.
(g) A plan adopted under subsection (f) must ensure that each
shareholder of the parent corporation whose shares were outstanding
immediately before the effective date of the merger will hold the same
proportionate number of shares relative to the number of shares held by
all such shareholders (except for shares of the surviving corporation
received solely as a result of the shareholder's proportionate
shareholdings in any other corporations besides the parent which are
parties to the merger), with identical designations, preferences,
limitations, and relative rights, of the surviving corporation
immediately after that effective date. If the plan provides that the
shareholders of the subsidiary (other than the parent) will not be
shareholders of the surviving corporation immediately after that
effective date, the plan must also set forth the manner and basis of
converting the shares of the subsidiary held by such shareholders into
obligations or other securities of the surviving corporation or shares,
obligations, or other securities of any other corporation or into cash or
other property in whole or in part.

Legislative History

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.17; P.L.145-1988, SEC.5.