Indiana Code 27-1-9-4. Procedure for consolidation
(a) Agreement of Consolidation. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of such board, approve a joint agreement of consolidation setting forth:
Terms Used In Indiana Code 27-1-9-4
- articles of incorporation: includes both the original articles of incorporation and any and all amendments thereto, except where the original articles of incorporation only are expressly referred to, and includes articles of merger, consolidation and reinsurance, and in case of corporations, heretofore organized, articles of reorganization filed in the office of the secretary of state, and all amendments thereto. See Indiana Code 27-1-2-3
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- corporation: means an insurance company and includes all persons, partnerships, corporations, associations, orders or societies engaged in or proposing to engage in making any kind of insurance authorized by the laws of this state. See Indiana Code 27-1-2-3
- Department: means "the department of insurance" of this state. See Indiana Code 27-1-2-3
- member: means one who holds a contract of insurance or is insured in an insurance company other than a stock corporation. See Indiana Code 27-1-2-3
- policyholder: means one who is a holder of a contract of insurance in an insurance company. See Indiana Code 27-1-2-3
- Property: includes personal and real property. See Indiana Code 1-1-4-5
- shareholder: means one who is a holder of record of shares of stock in a corporation, unless the context otherwise requires. See Indiana Code 27-1-2-3
(2) The terms and conditions of the proposed consolidation and the mode of carrying the same into effect;
(3) The manner and basis, if any, of converting the shares of each stock corporation into shares of other securities or obligations of the new corporation, or, in whole or in part, into cash, property, shares, or other securities or obligations of any other corporation;
(4) With respect to the new corporation, all of the statements required by IC 27-1-6-4 to be set forth in original articles of incorporation for corporations formed under this article; and
(5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable;
(b) Adoption of Agreement. The agreement of consolidation shall then be submitted to a vote of the shareholders, members or policyholders entitled to vote in respect thereof of each corporation in the same manner as provided in section 3 of this chapter and this agreement shall be adopted by such corporation upon receiving the affirmative vote of such proportion of the shareholders, members or policyholders, as provided in section 8 of this chapter; and the adoption thereof by directors and by the shareholders, members or policyholders shall be followed by the same notice to shareholders, members or policyholders as provided in paragraphs (a), (b) and (c) of section 3 of this chapter in case of a merger.
(c) Objections. Any shareholder, member or policyholder, of any such corporation who did not vote in favor of the adoption of the agreement of consolidation, may object to such consolidation in the manner and with the effect provided in sections 9 and 10 of this chapter.
(d) Reapproval and Execution of Agreement. Upon the adoption of the agreement of consolidation it shall again be considered by the board of directors of each corporation a party to the agreement, and, if again approved and the execution of the agreement authorized by such board, the agreement shall be signed and filed, all in the same manner and within the same time as provided in subsection (e) of section 3 of this chapter.
(e) Articles of Consolidation. Under the execution of the agreement of consolidation by all of the corporations parties thereto, articles of consolidation shall be executed and filed, accompanied by the fees prescribed by law in the same manner and form and in such multiple copies as provided in subsection (f) of section 3 of this chapter.
(f) Certificate of Consolidation and Incorporation. Upon the presentation of the articles of consolidation, the secretary of state, if the secretary of state finds that they conform to law, shall indorse the secretary of state’s approval on each of the multiple copies of the articles, and, when all fees have been paid as required by law, shall file one (1) copy of the articles of consolidation in the secretary of state’s office and issue a certificate of consolidation and incorporation, and shall return the remaining copies of the articles bearing the indorsement of the secretary of state’s approval, together with the certificate of consolidation and incorporation, to the new corporation, or its representatives.
(g) Filing Certificate. The surviving corporation shall obtain a certified copy of the certificate of consolidation and incorporation from the secretary of state and file the same with the department, accompanied by a copy of the articles of consolidation bearing the indorsement of the approval of the secretary of state.
Formerly: Acts 1935, c.162, s.117; Acts 1973, P.L.272, SEC.2. As amended by P.L.86-2018, SEC.202.