Indiana Code
Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations
28-1-7-1. "Corporation", "Shareholder"; Authority to Merge or Consolidate; Transactions Involving Savings Banks; Merger or Consolidation of Corporation and Affiliate

Sec. 1. (a) As used in this chapter, "corporation" means:
(1) a bank;
(2) a trust company;
(3) a corporate fiduciary;
(4) a savings bank organized, reorganized, or formed as a result of a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintains federal deposit insurance.
(b) As used in this chapter, "shareholder", with respect to a:
(1) mutual savings bank; or
(2) mutual savings association;
refers to a member of the mutual savings bank or mutual savings association.
(c) Any two (2) or more corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or of the United States may merge into one (1) of such corporations, or may consolidate into a new corporation, to be organized under IC 28-12, by complying with the provisions of this chapter.
(d) A savings bank organized before January 1, 1993, may under section 25 of this chapter merge, consolidate, or join together with a bank or trust company. Except as provided in section 25 of this chapter, all other provisions of this chapter apply to the merger, consolidation, or joining together.
(e) A corporation organized or reorganized under the laws of a state (as defined in IC 28-2-17-19) or of the United States may merge or consolidate with one (1) or more of its affiliates (as defined in IC 28-1-18.2-1) by complying with all the provisions of this chapter. In effecting a merger or consolidation between a corporation and an affiliate, this chapter applies as if the affiliate were a corporation except that a noncorporation survivor of a merger or consolidation does not retain powers of the corporation.
Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23. As amended by P.L.263-1983, SEC.1; P.L.122-1994, SEC.42; P.L.262-1995, SEC.9; P.L.171-1996, SEC.3; P.L.192-1997, SEC.2; P.L.79-1998, SEC.36; P.L.35-2010, SEC.112; P.L.27-2012, SEC.38; P.L.13-2013, SEC.71.

Structure Indiana Code

Indiana Code

Title 28. Financial Institutions

Article 1. Department of Financial Institutions

Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations

28-1-7-0.5. Approval of Department Not Required

28-1-7-1. "Corporation", "Shareholder"; Authority to Merge or Consolidate; Transactions Involving Savings Banks; Merger or Consolidation of Corporation and Affiliate

28-1-7-2. Manner of Effecting Merger

28-1-7-3. Resolution of Approving Agreement; Direction for Submission to Vote of Shareholders

28-1-7-4. Merger; Submission of Resolutions and Joint Agreement to Department; Approval or Disapproval

28-1-7-5. Submission of Merger Agreement; Vote Required

28-1-7-6. Notice of Adoption of Agreement and Approval by Department

28-1-7-7. Repealed

28-1-7-8. Execution of Merger Agreement; Administrative Approval; Abandonment of Planned Merger

28-1-7-9. Execution and Filing Articles of Merger

28-1-7-10. Articles of Merger; Approval by Secretary of State; Issuance of Certificate of Merger

28-1-7-11. Consolidation; Resolution Approving Joint Agreements; Contents

28-1-7-12. Consolidation; Submission of Resolutions and Joint Agreement to Department; Approval or Disapproval

28-1-7-13. Shareholders' Votes on Consolidation Agreements

28-1-7-14. Repealed

28-1-7-15. Execution of Agreement

28-1-7-16. Execution and Filing Articles of Consolidation

28-1-7-17. Secretary of State; Approval of Articles of Consolidation; Issuance of Certificates of Consolidation and Incorporation

28-1-7-18. Effective Date of Merger or Consolidation

28-1-7-19. Effect of Merger or Consolidation Upon Corporate Structures, Powers, Privileges, and Obligations

28-1-7-20. Recording Articles of Merger or Consolidation

28-1-7-21. Dissenters' Rights; Notice; Method of Asserting Rights; Payment for Shareholder's Shares; Withdrawal of Demand; Determination of Value; Submission of Certificates

28-1-7-22. Effect of Merger or Consolidation Upon Fiduciary Status of Party

28-1-7-23. Effect of Merger or Consolidation Upon Letters of Administration or Letters Testamentary

28-1-7-24. Repealed

28-1-7-25. Savings Banks; Request for Order to Merge, Consolidate, or Join With Acquiring Bank or Trust Company; Requirements