§ 23-17-19-4 — Articles of merger; contents; effective date; filing

Indiana § 23-17-19-4

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

Text

(a) After a plan of merger is approved by the
board of directors and if required by section 3 of this chapter by the
members and any other persons, the surviving or acquiring corporation
shall deliver to the secretary of state articles of merger setting forth the
following:
(1) The name of the surviving corporation following the merger.
(2) If approval of members was not required, a statement to that
effect and a statement that the plan was approved by a sufficient
vote of the board of directors.
(3) If approval by members was required, the following:
(A) The designation, number of memberships outstanding,
number of votes entitled to be cast by each class entitled to vote
separately on the plan, and number of votes of each class
indisputably voting on the plan.
(B) Either the total number of votes cast for and against the
plan by each class entitled to vote separately on the plan or the
total number of undisputed votes cast for the plan by each class
and a statement that the number cast for the plan by each class
was sufficient for approval by that class.
(4) If approval of the plan by a person other than the members or
the board of directors is required under section 3(a)(3) of this
chapter, a statement that the approval was obtained.
(b) Unless a delayed effective date is specified, a merger takes effect
when the articles of merger 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 a merging 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 plan
of merger sets forth amendments to the articles of incorporation of the
surviving corporation that change the surviving corporation's 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 corporation has 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.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.