§ 27-1-9-4 — Procedure for consolidation

Indiana § 27-1-9-4

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 1: DEPARTMENT OF INSURANCE
• Ch. 9: Merger, Consolidation, and Reinsurance

Text

Any domestic corporation may consolidate with
any other corporation or corporations, subject to the provisions of
sections 1 and 2 of this chapter, in the following manner:
(a) Agreement of Consolidation. The board of directors of each
corporation shall, by a resolution adopted by a majority vote of the
members of such board, approve a joint agreement of consolidation
setting forth:
(1) The names of the corporations proposing to consolidate, and the
name of the new corporation into which they proposed to consolidate,
which is hereinafter designated as the new corporation;
(2) The terms and conditions of the proposed consolidation and the
mode of carrying the same into effect;
(3) The manner and basis, if any, of converting the shares of each
stock corporation into shares of other securities or obligations of the
new corporation, or, in whole or in part, into cash, property, shares, or
other securities or obligations of any other corporation;
(4) With respect to the new corporation, all of the statements
required by IC 27-1-6-4 to be set forth in original articles of
incorporation for corporations formed under this article; and
(5) Such other provisions with respect to the proposed consolidation
as are deemed necessary or desirable;
(b) Adoption of Agreement. The agreement of consolidation shall
then be submitted to a vote of the shareholders, members or
policyholders entitled to vote in respect thereof of each corporation in
the same manner as provided in section 3 of this chapter and this
agreement shall be adopted by such corporation upon receiving the
affirmative vote of such proportion of the shareholders, members or
policyholders, as provided in section 8 of this chapter; and the adoption
thereof by directors and by the shareholders, members or policyholders
shall be followed by the same notice to shareholders, members or
policyholders as provided in paragraphs (a), (b) and (c) of section 3 of
this chapter in case of a merger.
(c) Objections. Any shareholder, member or policyholder, of any
such corporation who did not vote in favor of the adoption of the
agreement of consolidation, may object to such consolidation in the
manner and with the effect provided in sections 9 and 10 of this
chapter.
(d) Reapproval and Execution of Agreement. Upon the adoption of
the agreement of consolidation it shall again be considered by the
board of directors of each corporation a party to the agreement, and, if
again approved and the execution of the agreement authorized by such
board, the agreement shall be signed and filed, all in the same manner
and within the same time as provided in subsection (e) of section 3 of
this chapter.
(e) Articles of Consolidation. Under the execution of the agreement
of consolidation by all of the corporations parties thereto, articles of
consolidation shall be executed and filed, accompanied by the fees
prescribed by law in the same manner and form and in such multiple
copies as provided in subsection (f) of section 3 of this chapter.
(f) Certificate of Consolidation and Incorporation. Upon the
presentation of the articles of consolidation, the secretary of state, if the
secretary of state finds that they conform to law, shall indorse the
secretary of state's approval on each of the multiple copies of the
articles, and, when all fees have been paid as required by law, shall file
one (1) copy of the articles of consolidation in the secretary of state's
office and issue a certificate of consolidation and incorporation, and
shall return the remaining copies of the articles bearing the
indorsement of the secretary of state's approval, together with the
certificate of consolidation and incorporation, to the new corporation,
or its representatives.
(g) Filing Certificate. The surviving corporation shall obtain a
certified copy of the certificate of consolidation and incorporation from
the secretary of state and file the same with the department,
accompanied by a copy of the articles of consolidation bearing the
indorsement of the approval of the secretary of state.
Formerly: Acts 1935, c.162, s.117; Acts 1973, P.L.272, SEC.2.
As amended by P.L.86-2018, SEC.202.