Indiana § 23-17-19-1 Authorization; plan; required provisions; optional provisions

Indiana Statutes

§ 23-17-19-1 — Authorization; plan; required provisions; optional provisions

Indiana·Title 23 BUSINESS AND OTHER ASSOCIATIONS·Art. 17 NONPROFIT CORPORATIONS·Ch. 19 Merger

(a)Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.

(b)A plan of merger must set forth the following:

(1)The name of the following:

(A)Each corporation planning to merge.

(B)The surviving corporation into which each corporation plans to merge.

(2)The terms and conditions of the planned merger.

(3)The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.

(4)If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:

(A)memberships, obligations, or se

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(a) Subject to the limitations in section 2 of
this chapter, nonprofit corporations may merge into a business or
nonprofit corporation if the plan of merger is approved under section
3 of this chapter.
(b) A plan of merger must set forth the following:
(1) The name of the following:
(A) Each corporation planning to merge.
(B) The surviving corporation into which each corporation
plans to merge.
(2) The terms and conditions of the planned merger.
(3) The manner and basis, if any, of converting the memberships
of each public benefit or religious corporation into memberships
of the surviving or other corporation.
(4) If the merger involves a mutual benefit corporation, the
manner and basis, if any, of converting memberships of each
merging corporation into:
(A) memberships, obligations, or securities of the surviving or
any other corporation; or
(B) cash or other property in whole or part.
(c) The plan of merger may set forth the following:
(1) Amendments to or a restatement of the articles of
incorporation or bylaws of the surviving corporation to be
effected by the planned merger.
(2) Other provisions relating to the planned merger.
(3) A delayed effective date.

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