§ 23-17-19-2 — Mergers without prior approval; conditions

Indiana § 23-17-19-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 17: NONPROFIT CORPORATIONS
• Ch. 19: Merger

Text

(a) Without the prior approval of the circuit
court or superior court of the county where the corporation's principal
office or, if the principal office is not located in Indiana, the
corporation's registered office, is located in a proceeding that the
attorney general has been given written notice, a public benefit or
religious corporation may only merge with the following:
(1) A public benefit or religious corporation.
(2) A foreign corporation that would qualify under this article as
a public benefit or religious corporation.
(3) A wholly-owned foreign or domestic business or mutual
benefit corporation if the public benefit or religious corporation
is the surviving corporation and continues to be a public benefit
or religious corporation after the merger.
(4) A business or mutual benefit corporation if the following
conditions are met:
(A) On or before the effective date of the merger, assets with a
value equal to the greater of the fair market value of the net
tangible and intangible assets, including goodwill, of the public
benefit corporation or the fair market value of the public benefit
corporation if the corporation were to be operated as a business
concern are transferred or conveyed to a person who would
have received the corporation's assets under IC 23-17-22-5(a)(5) and IC 23-17-22-5(a)(6) had the corporation
dissolved.
(B) The business or mutual benefit corporation returns,
transfers, or conveys any assets held by the business or mutual
benefit corporation upon condition requiring return, transfer, or
conveyance, that occurs by reason of the merger, in accordance
with the condition.
(C) The merger is approved by a majority of directors of the
public benefit or religious corporation who are not and will not
become:
(i) members in;
(ii) shareholders in; or
(iii) officers, employees, agents, or consultants of;
the surviving corporation.
(D) The requirements of section 8 of this chapter are met.
(5) A state educational institution if it is a public benefit
corporation and the public benefit corporation is controlled by the
state educational institution before the merger.
(b) At least twenty (20) days before consummation of any merger of
a public benefit corporation or a religious corporation under subsection
(a)(4), notice, including a copy of the proposed plan of merger, must be
delivered to the attorney general.
(c) Without the prior written consent of the attorney general or of
the circuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, the
corporation's registered office is located;
in a proceeding in which the attorney general has been given notice, a
member of a public benefit or religious corporation may not receive or
keep anything as a result of a merger other than a membership or
membership in the surviving public benefit or religious corporation.
The court shall approve the transaction if the transaction is in the
public interest.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.149-2016, SEC.72; P.L.130-2016, SEC.1.