2017 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 1. INDIANA BUSINESS CORPORATION LAW
CHAPTER 38.5. Domestication and Conversion
23-1-38.5-10. Conversion of domestic and foreign corporations and other entities
Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.
Sec. 10. (a) A domestic corporation may become a domestic other entity under a plan of entity conversion. If the organic law of the surviving entity does not provide for a conversion, section 14 of this chapter governs the effect of converting to that form of entity.
(b) A domestic corporation may become a foreign other entity under a plan of entity conversion only if the entity conversion is permitted by the laws of the foreign jurisdiction. The laws of the foreign jurisdiction govern the effect of converting to an other entity in that jurisdiction.
(c) A domestic other entity may become a domestic corporation under a plan of entity conversion. Section 15 of this chapter governs the effect of converting to a domestic corporation.
(d) A domestic other entity may become a different domestic other entity under a plan of entity conversion. If the organic law of the surviving entity does not provide for a conversion, section 15 of this chapter governs the effect of converting to the different domestic other entity.
(e) A domestic other entity may become a foreign other entity under a plan of entity conversion only if the entity conversion is permitted by the laws of the foreign jurisdiction. The laws of the foreign jurisdiction govern the effect of converting to an other entity in that jurisdiction.
(f) A domestic other entity may become a foreign corporation under a plan of entity conversion only if the entity conversion is permitted by the laws of the foreign jurisdiction. The laws of the foreign jurisdiction govern the effect of converting to a corporation in that jurisdiction.
(g) A foreign other entity may become a domestic corporation or other entity if the organic law of the foreign other entity authorizes the entity to become an entity in another jurisdiction. The laws of Indiana govern the effect of converting to a domestic corporation or other entity under this chapter.
(h) A foreign corporation may become a domestic other entity if the organic law of the foreign corporation authorizes the corporation to become an entity in another jurisdiction. The laws of Indiana govern the effect of converting to a domestic other entity under this chapter.
(i) If the organic law of a domestic other entity does not provide procedures for the approval of an entity conversion, the conversion must be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the other entity, and its interest holders are entitled to appraisal rights if appraisal rights are available upon any type of merger under the organic law of the other entity. If the organic law of a domestic other entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion must be adopted and approved and the entity conversion effectuated in accordance with the procedures set forth in this chapter and in IC 23-1-40. For purposes of applying this chapter and IC 23-1-40:
(1) the other entity and its interest holders, interests, and organic documents taken together are considered a domestic corporation and the shareholders, shares, and articles of incorporation of a domestic corporation, as the context may require; and
(2) if the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group is considered the board of directors.
(j) If as a result of conversion one (1) or more shareholders or interest holders of a surviving entity become subject to owner liability for the debts, obligations, or liabilities of the surviving entity or any other person or entity, approval of the plan of conversion requires each shareholder or interest holder of the converting entity to execute a separate written consent to become subject to owner liability.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006, SEC.12.
