2010 Indiana Code
TITLE 23. BUSINESS AND OTHER ASSOCIATIONS
ARTICLE 1.5. PROFESSIONAL CORPORATIONS
CHAPTER 4. CHANGE OF CORPORATE FORM
IC 23-1.5-4
Chapter 4. Change of Corporate Form
IC 23-1.5-4-1
Merger and consolidation
Sec. 1. (a) A professional corporation may merge or consolidate
with another corporation, domestic or foreign, only if every
shareholder of each corporation is qualified to be a shareholder of the
surviving or new corporation.
(b) Upon the merger or consolidation of a professional
corporation, if the surviving or new corporation is to render
professional services in Indiana, it shall comply with this article.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-2
Cessation of professional services
Sec. 2. (a) If a professional corporation ceases to render
professional services, the corporation shall:
(1) amend its articles of incorporation to delete from its stated
purposes the rendering of professional services; and
(2) conform to the requirements of IC 23-1 regarding its
corporate name.
(b) The corporation may then continue in existence as a
corporation under IC 23-1 and is no longer subject to this article.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-3
Involuntary dissolution
Sec. 3. (a) A professional corporation formed under this article
may be involuntarily dissolved as provided by IC 23-1-47.
(b) In addition to the causes specified in IC 23-1-47 for the
involuntary dissolution of a corporation, a failure to comply with this
article is a cause for the involuntary dissolution of a professional
corporation under IC 23-1-46.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987,
SEC.278.
IC 23-1.5-4-4
Right of corporation to accept this article
Sec. 4. (a) Any corporation organized under Indiana law for any
purpose or purposes for which a corporation might be organized
under this article, and existing on September 1, 1983, may accept this
article, and avail itself of the rights and privileges provided by this
article, by complying with this article. Without limitation, this right
to accept this article extends to any corporation formed under this or
any other general statute, for any purpose or purposes for which a
corporation might be organized under this article, if the corporation
existed on or after September 1, 1983, or if its articles of
incorporation fix a time of corporate existence that has terminated or
thereafter terminates, if this corporation files its articles of
acceptance within two (2) years after such termination. The
acceptance of this article may be effected by the officer, directors,
and members of the corporation or by persons acting as such.
(b) Upon acceptance and compliance with the requirements of this
article, the corporation shall be considered to have existed since
termination and its acts, during this time, have the same validity as
if performed before termination.
(c) This section does not apply to any corporation whose
corporate franchise has been forfeited under any other statute.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-5
Articles of acceptance; approval by board of directors and
members; presentation to secretary of state
Sec. 5. (a) The board of directors or trustees of a corporation
desiring to accept this article shall, by a resolution adopted by a
majority vote of the board, approve articles of acceptance setting
forth the following information:
(1) The name of the corporation.
(2) The location of its principal office and the name and address
of its resident agent.
(3) The date of its incorporation.
(4) A designation of the law under which it was organized.
(5) A declaration that it accepts all of the terms and provisions
of this article.
(6) A restatement of those provisions of its articles of
incorporation or association that it desires to have continued in
effect, as long as the provisions restated would have been
authorized by this article as provisions of original articles of
incorporation for a corporation organized under this article.
Failure to restate such provisions in the articles of acceptance
constitutes nonconformance to law, and the secretary of state
shall refuse to file these articles of acceptance. Any provision
not stated in its articles of acceptance is not effective after the
articles are filed; however, this subdivision does not prevent
any corporation from adopting and filing amended articles of
acceptance that make the articles conform to this subdivision.
Amended articles of acceptance shall be filed and recorded in
the same manner as required for original articles of acceptance.
(b) The resolution of the board of directors approving the articles
of acceptance must direct that the articles be submitted to a vote of
those members of the corporation who are entitled to vote in respect
to the articles, at a designated meeting, which may be an annual
meeting of members or a special meeting of those members who are
entitled to vote. If the designated meeting is an annual meeting,
notice of the submission of the articles of acceptance shall be
included in the notice of the annual meeting. If it is a special
meeting, it shall be called by the resolution designating the meeting
and notice shall be given at the time and in the manner provided in
IC 23-17-10.
(c) The articles of acceptance approved by the board of directors
shall be submitted to a vote of the members as provided in subsection
(b). To be adopted, they must receive the affirmative votes of
two-thirds (2/3) of the members entitled to vote.
(d) Upon approval and adoption, the articles of acceptance:
(1) shall be signed in duplicate, in the form prescribed by the
secretary of state, by any current officer of the corporation and
verified and affirmed subject to penalties for perjury; and
(2) shall be presented in duplicate to the secretary of state at his
office, accompanied by those fees prescribed by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991,
SEC.27.
IC 23-1.5-4-6
Articles of acceptance; approval by secretary of state
Sec. 6. Upon the presentation of the articles of acceptance, the
secretary of state, if he finds they conform to the requirements of
section 5 of this chapter, shall endorse his approval upon both of the
copies of the articles, and, when all fees have been paid as required
by law, shall:
(1) file one (1) copy of the articles in his office;
(2) issue a certificate of acceptance; and
(3) return to the corporation the remaining copy of the articles
of acceptance, bearing the endorsement of his approval,
together with the certificate of acceptance.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-7
Certificate of acceptance; issuance
Sec. 7. The acceptance becomes effective upon issuance of a
certificate of acceptance by the secretary of state. The corporation is
entitled to all rights and privileges and is subject to all penalties,
liabilities, and restrictions provided by this article granted to or
imposed upon corporations organized under this article. The articles
of incorporation shall be considered to be amended to the extent, if
any, that any provision or provisions of the articles are restated in the
articles of acceptance.
As added by P.L.239-1983, SEC.1.
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