§ 23-1-40-5 — Surviving corporation; filing of articles of merger or share exchange

Indiana § 23-1-40-5

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

Text

(a) After a plan of merger or share exchange is
approved by the shareholders, or adopted by the board of directors if
shareholder approval is not required, the surviving or acquiring
corporation shall deliver to the secretary of state for filing articles of
merger or share exchange setting forth:
(1) the name of the surviving or acquiring corporation following
the merger or share exchange;
(2) if shareholder approval was not required, a statement to that
effect;
(3) if approval of the shareholders of one (1) or more corporations
party to the merger or share exchange was required:
(A) the designation, number of outstanding shares, and number
of votes entitled to be cast by each voting group entitled to vote
separately on the merger or share exchange as to each
corporation; and
(B) either the total number of votes cast for and against the
merger or share exchange by each voting group entitled to vote
separately on the merger or share exchange or the total number
of undisputed votes cast for the merger or share exchange
separately by each voting group and a statement that the
number cast for the merger or share exchange by each voting
group was sufficient for approval by that voting group.
(b) Unless a delayed effective date is specified, a merger or share
exchange takes effect when the articles of merger or share exchange are
filed.
(c) The surviving corporation 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 corporation 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 corporate 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 or acquiring
corporation 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.149-1986, SEC.24. Amended by P.L.133-2009, SEC.33.