Sec. 2. (a) A domestic entity may become a party to a merger under this chapter by approving a plan of merger. The plan must be in a record and contain:

(1) as to each merging entity, its name, jurisdiction of formation, and type of entity;

Terms Used In Indiana Code 23-0.6-2-2

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Property: includes personal and real property. See Indiana Code 1-1-4-5
(2) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(3) any proposed amendments to the surviving entity’s:

(A) public organic record, if any; and

(B) private organic rules that are, or are proposed to be, in a record;

(4) the other terms and conditions of the merger;

(5) any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity;

(6) if a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity; and

(7) 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.

     (b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.

As added by P.L.118-2017, SEC.6.

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