2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 0.6. UNIFORM BUSINESS ORGANIZATION TRANSACTIONS ACT
CHAPTER 2. Merger
23-0.6-2-3. Approval of plan or merger
Sec. 3. (a) A plan of merger is not effective unless it has been approved:
(1) by a domestic merging entity:
(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger; or
(B) by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger; and
(2) in a record, by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and
(B) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger under this chapter involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
As added by P.L.118-2017, SEC.6.
