§ 23-1-40-7 — Foreign corporations; participation in merger or share exchange

(a) One (1) or more foreign corporations may
participate in a merger or a share exchange with one (1) or more
domestic corporations if:
(1) in a merger, the merger is permitted by the law of the state or
country under whose law each foreign corporation is incorporated
and each foreign corporation complies with that law in effecting
the merger;
(2) in a share exchange, the corporation whose shares will be
acquired in the share exchange is a domestic corporation, whether
or not a share exchange is permitted by the law of the state or
country under whose law the acquiring corporation is
incorporated;
(3) the foreign corporation complies with section 5 of this chapter
if it is the surviving corporation of the merger or acquiring
corporation of the share exchange; and
(4) each domestic corporation complies with the applicable
provisions of sections 1 through 4 of this chapter and, if it is the
surviving corporation of the merger or acquiring corporation of
the share exchange, with section 5 of this chapter.
(b) Upon the merger or share exchange taking effect, the surviving
foreign corporation of a merger and the acquiring foreign corporation
of a share exchange is deemed:
(1) to appoint the secretary of state as its agent for service of
process in a proceeding to enforce any obligation or the rights of
dissenting shareholders of each domestic corporation party to the
merger or share exchange; and
(2) to agree that it will promptly pay to the dissenting
shareholders of each domestic corporation party to the merger or
share exchange the amount, if any, to which they are entitled
under IC 23-1-44.
(c) This section does not limit the power of a foreign corporation to
acquire all or part of the shares of one (1) or more classes or series of
a domestic corporation through a voluntary exchange or otherwise.

Legislative History

As added by P.L.149-1986, SEC.24.