Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1. (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…

Sec. 2. (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 ha…

Sec. 3. (a) Unless this article, articles of incorporation, bylaws, or the board of directors or members acting under subsection (c) require a greater vote or voting by class, a plan of merger to be adopted must be approved as follows: (1) By the board of directors. (2) By the me…

Sec. 4. (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 followin…

Sec. 4.5. (a) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be amended in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. (b…

Sec. 5. (a) When a merger takes effect the following occur: (1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. (2) The title to real property and other property…

Sec. 6. (a) Except as provided in section 2 of this chapter, foreign business or nonprofit corporations may merge with domestic nonprofit corporations if the following conditions are met: (1) The merger is permitted by the law of the state or country under whose laws each foreign…

Sec. 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that: (1) is made to a constituent corporation; and (2) takes effect or remains payable after the merger; inures to the surviving corporation unless…

Sec. 8. A domestic business corporation that is a party to a merger with a nonprofit corporation under this chapter shall comply with all applicable requirements of IC 23-1 relating to mergers except when inconsistent with this chapter. A domestic business corporation that is the…