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
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