2017 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 4. PARTNERSHIPS
CHAPTER 1. Uniform Partnership Act
23-4-1-53. Merger of domestic limited liability partnerships and other business entities
Note: This version of section effective until 1-1-2018. See also following repeal of this section, effective 1-1-2018.
Sec. 53. (a) As used in this section, "other business entity" means a corporation, limited liability company, limited liability partnership, limited partnership, business trust, real estate investment trust, or any other entity that is formed under the requirements of applicable law.
(b) As used in this section, "surviving entity" means the corporation, limited liability company, limited liability partnership, limited partnership, business trust, real estate investment trust, or any other entity that is in existence immediately after consummation of a merger under this section.
(c) One (1) or more domestic limited liability partnerships may merge with or into one (1) or more other business entities formed, organized, or incorporated under the laws of Indiana or any other state, the United States, a foreign country, or a foreign jurisdiction if the following requirements are met:
(1) Each domestic limited liability partnership that is a party to the merger complies with the applicable provisions of this chapter.
(2) Each domestic other business entity that is a party to the merger complies with the requirements of applicable law.
(3) The merger is permitted by the laws of the state, country or jurisdiction under which each other business entity that is a party to the merger is formed, organized, or incorporated, and each other business entity complies with the laws in effecting the merger.
(4) The merging entities approve a plan of merger that sets forth the following:
(A) The name of each domestic limited liability partnership and the name and jurisdiction of formation, organization, or incorporation of each other business entity planning to merge, and the name of the surviving or resulting domestic limited liability partnership or other business entity into which each other domestic limited liability partnership or other business entity plans to merge.
(B) The terms and conditions of the merger.
(C) The manner and basis of converting the partnership shares of the limited liability partnership that is a party to the merger and the partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into partnership interests, interests, shares, obligations, or other securities of the surviving entity or any other domestic corporation or other business entity or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire the shares of each domestic corporation that is a party to the merger and rights to acquire partnership interests, interests, shares, obligations, or other securities of each other business entity that is a party to the merger into rights to acquire partnership interests, interests, shares, obligations, or other securities of the surviving entity or any other domestic corporation or other business entity or, in whole or in part, into cash or other property.
(D) If a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity.
(E) If a limited liability company is to be the surviving entity and management of the limited liability company is vested in one (1) or more managers, the names and business addresses of the managers.
(F) All statements required to be set forth in the plan of merger by the laws under which each other business entity that is a party to the merger is formed, organized, or incorporated.
(5) The plan of merger may set forth the following:
(A) If a domestic corporation is to be the surviving entity, any amendments to, or a restatement of, the articles of incorporation of the surviving entity, and the amendments or restatement will be effective at the effective date of the merger.
(B) Any other provisions relating to the merger.
(d) The plan of merger required by subsection (c)(4) must be adopted and approved by each domestic limited liability partnership that is a party to the merger in the same manner as is provided in this chapter.
(e) Notwithstanding subsection (c)(4), if the surviving entity is a partnership, a shareholder of a domestic corporation that is a party to the merger does not, as a result of the merger, become a general partner of the surviving entity and the merger does not become effective under this chapter, unless:
(1) the shareholder specifically consents in writing to become a general partner of the surviving entity; and
(2) written consent is obtained from each shareholder who, as a result of the merger, would become a general partner of the surviving entity;
A shareholder providing written consent under this subsection is considered to have voted in favor of the plan of merger for purposes of this chapter.
(f) This section, to the extent applicable, applies to the merger of one (1) or more domestic limited liability partnerships with or into one (1) or more other business entities.
(g) Notwithstanding any other law, a merger consisting solely of the merger of one (1) or more domestic limited liability partnerships with or into one (1) or more foreign corporations must be consummated solely according to the requirements of this section.
As added by P.L.178-2002, SEC.102.
IC 23-4-1-53 Repealed
Note: This repeal of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.
As added by P.L.178-2002, SEC.102. Repealed by P.L.118-2017, SEC.45.
