Sec. 5. (a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(b) Articles of merger must contain:
(1) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2) the name, jurisdiction of formation, and type of entity of the surviving entity;
(3) if the articles of merger are not effective upon filing, the later date and time on which the articles of merger will become effective, which may not be more than ninety (90) days after the date of filing;
(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with this chapter and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(5) if the surviving entity is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; and
(6) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.
(c) Articles of merger may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.
(d) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.
(e) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of Indiana, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(f) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this article to articles of merger refer to the plan of merger filed under this subsection.
(g) Articles of merger are effective on the date and time of filing or the later date and time specified in the articles of merger.
(h) If the surviving entity is a domestic entity, the merger becomes effective when the articles of merger are effective. If the surviving entity is a foreign entity, the merger becomes effective on the later of:
(1) the date and time provided by the organic law of the surviving entity; or
(2) when the articles of merger are effective.
(i) The surviving entity resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which the entity has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its entity name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving entity has any real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.35; P.L.177-2019, SEC.10.
Structure Indiana Code