2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 17. NONPROFIT CORPORATIONS
CHAPTER 19. Merger
23-17-19-1. Authorization; plan; required provisions; optional provisions
Sec. 1. (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.
(b) A plan of merger must set forth the following:
(1) The name of the following:
(A) Each corporation planning to merge.
(B) The surviving corporation into which each corporation plans to merge.
(2) The terms and conditions of the planned merger.
(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:
(A) memberships, obligations, or securities of the surviving or any other corporation; or
(B) cash or other property in whole or part.
(c) The plan of merger may set forth the following:
(1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.
(2) Other provisions relating to the planned merger.
(3) A delayed effective date.
As added by P.L.179-1991, SEC.1.
