§ 23-1-45-2 — Proposal for dissolution; notice; adoption by shareholders

(a) A corporation's board of directors may
propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) the board of directors must recommend dissolution to the
shareholders unless the board of directors determines that because
of conflict of interest or other special circumstances it should
make no recommendation and communicates the basis for its
determination to the shareholders; and
(2) the shareholders entitled to vote must approve the proposal to
dissolve as provided in subsection (e).
(c) The board of directors may condition its submission of the
proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in accordance
with IC 23-1-29-5. The notice must also state that the purpose, or one
(1) of the purposes, of the meeting is to consider dissolving the
corporation.
(e) Unless the articles of incorporation or the board of directors
(acting under subsection (c)) require a greater vote or a vote by voting
groups, the proposal to dissolve to be adopted must be approved by a
majority of all the votes entitled to be cast on that proposal.
(f) After a proposal for dissolution is adopted, the corporation shall
give the notices required by IC 6-8.1-10-9 and IC 22-4-32-23.

Legislative History

As added by P.L.149-1986, SEC.29. Amended by P.L.107-1987, SEC.22; P.L.145-1988, SEC.6; P.L.31-1995, SEC.4; P.L.2-2002, SEC.73; P.L.141-2021, SEC.8.