Indiana Code
Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations
28-1-7-2. Manner of Effecting Merger

Sec. 2. The merger of any two (2) or more corporations shall be effected in the following manner. The board of directors of each corporation shall, by a resolution, approve a joint agreement of merger setting forth the following:
(a) The names of the corporations proposing to merge, and the name of the corporation into which such corporations propose to merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the surviving corporation, or, in whole or in part, into cash, property, shares, or other securities or obligations of any other corporation.
(d) A restatement of such provisions of the articles of incorporation of the surviving corporation as may be deemed necessary.
(e) Such other provisions with respect to the proposed merger as may be deemed necessary.
Formerly: Acts 1933, c.40, s.115. As amended by Acts 1979, P.L.257, SEC.1; P.L.141-1984, SEC.3; P.L.122-1994, SEC.43.

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 Repealed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 Repealed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