This text of Indiana § 8-1-17.5-10 (Articles of merger or consolidation; contents; filing with secretary of
state; articles of incorporation; abandonment of plan before filing) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
(a)If at each meeting of members at which
a vote is taken on a plan of merger or consolidation, as required by
section 9 of this chapter, the plan of merger or consolidation is
approved by a resolution adopted and receiving the affirmative vote of
at least a majority of the total number of members who either:
(1)are present and voting at the meeting; or
(2)as authorized under:
(C)section 14(e) of this chapter;
as applicable, cast a vote before the date of the meeting;
the directors of the surviving corporation or successor corporation, as
identified in the plan of merger or consolidation, shall subscribe and
acknowledge articles entitled and endorsed "Articles of merger
(consolidation) of __________" (the blank space being filled in with
the n
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(a) If at each meeting of members at which
a vote is taken on a plan of merger or consolidation, as required by
section 9 of this chapter, the plan of merger or consolidation is
approved by a resolution adopted and receiving the affirmative vote of
at least a majority of the total number of members who either:
(1) are present and voting at the meeting; or
(2) as authorized under:
(A) IC 8-1-13-8(f);
(B) IC 8-1-17-9(g); or
(C) section 14(e) of this chapter;
as applicable, cast a vote before the date of the meeting;
the directors of the surviving corporation or successor corporation, as
identified in the plan of merger or consolidation, shall subscribe and
acknowledge articles entitled and endorsed "Articles of merger
(consolidation) of __________" (the blank space being filled in with
the names of the corporations being merged or consolidated, as
appropriate).
(b) The articles of merger or consolidation required by subsection
(a) must include the following:
(1) The names of the corporations being merged or consolidated.
(2) The name of the surviving corporation or successor
corporation.
(3) A statement that each merging or consolidating corporation
agrees to the merger or consolidation.
(4) The maximum number of directors for the surviving
corporation or successor corporation, which number may not be
less than three (3).
(5) The names and addresses of the directors of the surviving
corporation or successor corporation.
(6) The terms and conditions of the merger or consolidation and
the mode of carrying the merger or consolidation into effect,
including the manner in which members of the merging or
consolidating corporations may or shall become members of the
surviving corporation or successor corporation.
(7) The location of the surviving corporation's or successor
corporation's principal office, along with the mailing address for
the surviving corporation or successor corporation.
(8) A specified period for the duration of the surviving
corporation or successor corporation or a statement that the
duration of the surviving corporation or successor corporation is
to be perpetual.
(c) In addition to the items required by subsection (b), the articles
of merger or consolidation required by subsection (a) may include:
(1) provisions creating, defining, limiting, or regulating the
powers of the surviving corporation or successor corporation; and
(2) any other provision that:
(A) is not contrary to law;
(B) is contained in the plan of merger or consolidation
approved by the respective memberships of the merging or
consolidating corporations; and
(C) concerns the regulation of the business or conduct of the
affairs of the surviving corporation or successor corporation.
(d) Subject to subsection (f), the articles of merger or consolidation,
or one (1) or more certified copies of the articles of merger or
consolidation, shall be filed in the office of the secretary of state. Upon
filing with the secretary of state, the surviving corporation or successor
corporation, under its designated name, constitutes a body corporate
with all the powers of the merging or consolidating corporations as
originally formed under:
(1) IC 8-1-13;
(2) IC 8-1-17; or
(3) this chapter;
as applicable.
(e) Upon being filed with the secretary of state under subsection (d),
the articles of merger or consolidation are considered the articles of
incorporation of the surviving corporation or successor corporation,
and the surviving corporation or successor corporation may
subsequently amend the articles of incorporation in accordance with IC 23-17-17.
(f) At any time after a plan of merger or consolidation is approved
by the respective memberships of the corporations that seek to merge
or consolidate, as described in subsection (a), and before articles of
merger or consolidation are filed with the secretary of state under
subsection (d), the plan of merger or consolidation may be abandoned
without further action by the respective memberships, boards of
directors, or other persons who proposed or approved the plan of
merger or consolidation for the corporations that sought to merge or
consolidate. A plan of merger or consolidation that is abandoned under
this subsection must be abandoned:
(1) in accordance with any procedure set forth for that purpose in
the plan of merger or consolidation; or
(2) in the manner determined by the boards of directors of the
corporations that sought to merge or consolidate, if a procedure
described in subdivision (1) is not set forth in the plan of merger
or consolidation.