Sec. 11. The consolidation of any two (2) or more corporations, as authorized in section 1 of this chapter, shall be effected in the following manner. 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 the following:
(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the new corporation.
(d) With respect to the new corporation, all of the statements required by IC 28-12-2 to be set forth in original articles of incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed consolidation as may be deemed necessary or desirable.
Formerly: Acts 1933, c.40, s.124. As amended by P.L.263-1985, SEC.30; P.L.14-1992, SEC.69.
Structure 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
28-1-7-2. Manner of Effecting Merger
28-1-7-3. Resolution of Approving Agreement; Direction for Submission to Vote of Shareholders
28-1-7-5. Submission of Merger Agreement; Vote Required
28-1-7-6. Notice of Adoption of Agreement and Approval by Department
28-1-7-8. 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
28-1-7-13. Shareholders' Votes on Consolidation Agreements
28-1-7-15. Execution of Agreement
28-1-7-16. Execution and Filing Articles of Consolidation
28-1-7-18. Effective Date of Merger or Consolidation
28-1-7-20. Recording Articles of Merger or Consolidation
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