Title 28, FINANCIAL INSTITUTIONS

Sec. 12. (a) After the resolution approving a joint agreement of consolidation has been adopted by the board of directors of each of the corporations, the resolutions and joint agreement shall be submitted to the department. The department may, in its discretion, approve or disap…

Sec. 13. The agreement of consolidation shall be submitted to a vote of the shareholders of each corporation and shall be adopted upon receiving the same affirmative votes, and the adoption shall be followed by the same notice to shareholders as is prescribed in sections 3, 5, an…

Sec. 15. Upon the adoption of the agreement of consolidation, the agreement shall be signed as provided in section 8 of this chapter. Formerly: Acts 1933, c.40, s.128. As amended by P.L.263-1985, SEC.33; P.L.122-1994, SEC.53.

Sec. 16. Upon the execution of the agreement of consolidation by all of the corporations that are parties to the agreement, articles of consolidation shall be executed and filed with the secretary of state. The articles of consolidation must set forth the factors prescribed in se…

Sec. 17. Upon the filing of the articles of consolidation, the secretary of state shall: (1) endorse the approval of the secretary of state upon each of the copies of the articles; (2) retain one (1) copy of the articles; (3) issue a certificate of consolidation and incorporation…

Sec. 18. Upon the issuance of a certificate of merger or a certificate of consolidation and incorporation by the secretary of state, the merger or consolidation, as the case may be, shall be effected. Formerly: Acts 1933, c.40, s.131.

Sec. 19. When any such merger or consolidation shall have been effected, as provided in this chapter: (1) the several corporations which are parties to the agreement of merger or of consolidation shall be a single corporation, which shall be: (A) in case of a merger, the survivin…

Sec. 2. The merger of any two (2) or more corporations shall be effected in the following manner. The board of directors of each corporation shall, by a resolution, approve a joint agreement of merger setting forth the following: (a) The names of the corporations proposing to mer…

Sec. 20. The surviving or new corporation resulting from a merger or consolidation shall, within ten (10) days after such merger or consolidation becomes effective, file for record one (1) of the copies of the articles of merger or consolidation bearing the endorsement of the app…

Sec. 21. (a) This section does not apply to a shareholder of a: (1) mutual savings bank; or (2) mutual savings association; that is the subject of a proposed merger or consolidation under this chapter. (b) A shareholder entitled to vote on the adoption of an agreement of merger o…

Sec. 22. If any bank, bank of discount and deposit, trust company, savings bank, corporate fiduciary, or savings association: (1) is acting as the administrator, coadministrator, executor, coexecutor, trustee, or cotrustee of or in respect to any estate or trust, or as guardian o…

Sec. 23. Nothing done in connection with the consolidation or merger of any two (2) or more banks, banks of discount and deposit, trust companies, savings banks, corporate fiduciaries, or building and loan associations shall be deemed to be or to effect a renunciation or revocati…

Sec. 25. (a) A savings bank organized before January 1, 1993, may request that the department order the savings bank to merge, consolidate, or join with an acquiring institution that is a bank, bank of discount and deposit, savings bank formed after December 31, 1992, savings ass…

Sec. 3. The resolutions of the boards of directors shall direct that the agreement be submitted to a vote of the shareholders of the corporations at an annual or a special meeting. If the meeting is to be an annual meeting, notice of the submission of the agreement shall be inclu…

Sec. 4. (a) After the resolutions approving a joint agreement of merger have been adopted by the board of directors of each of the corporations, such resolutions and joint agreement shall be submitted for approval by the department. Subject to any approvals required under federal…

Sec. 5. The agreement of merger shall be submitted to a vote of the shareholders of each corporation, at the meeting directed by the resolution of the board of directors of each corporation, and the agreement shall be adopted by each corporation upon receiving the affirmative vot…

Sec. 6. The secretary or cashier of each corporation shall promptly deliver or mail a written or printed notice of the adoption of the agreement and the approval by the department to each shareholder of record. Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5. As amended b…

Sec. 8. (a) After the adoption of the agreement of merger by the shareholders, the agreement shall be signed on behalf of each corporation by: (1) its president or a vice president; and (2) its secretary or cashier. (b) If the department considers it to be advisable and in the be…

Sec. 9. (a) After the signing of the agreement of merger under section 8 of this chapter, articles of merger shall be executed and filed in the manner provided in this section, setting forth: (1) the agreement of merger; (2) the fact that the merger has been approved by the depar…

Sec. 1. Any bank, trust company, or corporate fiduciary organized under the laws of the state of Indiana or of the United States of America and operating a bank, trust company, or corporate fiduciary which is located within the state of Indiana, which is acting on December 12, 19…

Sec. 2. The court in which said estate, trust, receivership, action, matter, or proceeding is pending may, at the time it is filed or instituted, refuse to permit said fiduciary to take advantage and have the benefits of section 1 of this chapter or may, at any time during the pe…

Sec. 3. After said hearing shall have been held, the court shall enter an order either: (1) permitting said fiduciary to continue to act as such, in accordance with the provisions of section 1 of this chapter; or (2) requiring it to file, within the time fixed by the court, the b…

Sec. 4. If any bond, which is ordered filed in accordance with the provisions of section 3 of this chapter, is not filed within the time so fixed by the court, the order appointing said fiduciary or permitting it to act as such in said estate, trust, receivership, action, matter,…

Sec. 1. As used in this chapter, "charges", with respect to a virtual currency transaction, means: (1) fees or expenses paid by a user to the operator of a virtual currency kiosk as compensation for the operator's facilitation of the virtual currency transaction; and (2) the diff…

Sec. 2. As used in this chapter, "operate", with regard to a virtual currency kiosk, means to use the virtual currency kiosk to remotely conduct or facilitate virtual currency transactions through the virtual currency kiosk: (1) on behalf of users of the virtual currency kiosk; a…

Sec. 3. As used in this chapter, "operator", with regard to a virtual currency kiosk, means a person that: (1) owns; or (2) engages in the business of operating; the virtual currency kiosk, regardless of whether the person provides custodial or noncustodial services with regard t…

Sec. 4. As used in this chapter, "user" means an individual that initiates a virtual currency transaction through a virtual currency kiosk for the purpose of the individual's purchase, sale, transfer, or exchange of virtual currency. As added by P.L.143-2026, SEC.2.

Sec. 5. As used in this chapter, "virtual currency" means a natively electronic asset that: (1) confers economic, proprietary, or access rights or powers; and (2) is recorded using cryptographically secured distributed ledger technology, or an analogous technology. As added by P.…

Sec. 6. As used in this chapter, "virtual currency kiosk" means an electronic terminal through which the operator of the electronic terminal is able to conduct or facilitate a virtual currency transaction on behalf of a third party, including by: (1) connecting to a separate virt…

Sec. 7. As used in this chapter, "virtual currency transaction" means: (1) an exchange of virtual currency for: (A) money; (B) bank credit; or (C) another form of virtual currency; or (2) an exchange of: (A) money; or (B) bank credit; for virtual currency; conducted through a vir…

Sec. 8. A person may not operate a virtual currency kiosk in Indiana. As added by P.L.143-2026, SEC.2.

Sec. 9. (a) A person that violates this chapter commits a deceptive act that is actionable by the attorney general under IC 24-5-0.5 and is subject to the remedies and penalties under IC 24-5-0.5. (b) The attorney general may bring an action under subsection (a) against the follo…

Sec. 1. After incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors. As added by P.L.14-1992, SEC.162.

Sec. 2. At the organizational meeting, the directors shall complete the organization of the corporation by electing or appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. As added by P.L.14-1992, SEC.162.

Sec. 3. Any action that could be taken at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents that describe the action taken and that are signed by each initial director. As added by P.L.14-1992, SEC.162.

Sec. 4. An organizational meeting may be held only in Indiana. As added by P.L.14-1992, SEC.162.

Sec. 1. At least one (1) shareholder may create a voting trust, conferring on a trustee the right to vote or otherwise act for the shareholders by signing an agreement setting out the provisions of the trust that: (1) may include anything consistent with the trust's purpose; and …

Sec. 2. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreemen…

Sec. 3. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after the effective date of the trust unless the voting or consenti…

Sec. 4. If an irrevocable voting trust is extended in accordance with section 3 of this chapter, the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties …

Sec. 5. (a) At least two (2) shareholders may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to sections 1 through 4 of this chapter. (b) A voting agree…

Sec. 1. (a) A corporate fiduciary is prohibited from entering into any transaction that would be prohibited for a bank under IC 28-1-18.2. (b) The department has the same: (1) powers of investigation; and (2) enforcement authority; concerning corporate fiduciaries and their affil…

Sec. 2. (a) The department may in any year require a corporate fiduciary to prepare and submit as many statements of condition as the department considers necessary. (b) Statements of condition required by the department under this section must be: (1) verified; and (2) prepared …

Sec. 3. (a) A corporate fiduciary that: (1) fails to prepare and submit a statement of condition required by the department under section 2 of this chapter; or (2) violates any order of the department with respect to a statement of condition required by the department under secti…

Sec. 4. A corporate fiduciary is subject to the reporting requirements concerning shortages and irregularities that are set forth in IC 28-13-10-10(e). As added by P.L.262-1995, SEC.90. Amended by P.L.63-2001, SEC.29 and P.L.134-2001, SEC.31.

Sec. 5. (a) A corporate fiduciary that engages in the trust business in Indiana shall maintain an office or a place of business in Indiana. The office maintained under this subsection shall be known as the principal office, and must be located in a county in which the corporate f…