Section 27-1-9-3 - Procedure for merger(a) Any domestic corporation may merge with any other corporation or corporations, subject to the provisions of sections 1 and 2 of this chapter, 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 merger setting forth:(1) the names of the corporations proposed to merge, and the name of the corporation into which they propose to merge, which is designated in this section as the surviving corporation;(2) the terms and conditions of the proposed merger and the mode of carrying the same into effect;(3) the manner and basis, if any, of converting the shares of each stock corporation, other than the surviving corporation into shares or other securities or obligations of the surviving corporation, or, in whole or in part, into cash, property, shares, or other securities or obligations of any corporation;(4) a restatement of such provisions of the articles of incorporation of the surviving corporation as may be deemed necessary or advisable to give effect to the proposed merger; and(5) such other provisions with respect to the proposed merger as are deemed necessary or desirable. Unless shareholder, member, or policyholder approval is not required by subsection (i), the resolution of the board of directors of each corporation approving the agreement shall direct that the agreement be submitted to a vote of the shareholders, members, or policyholders of such corporation entitled to vote in respect thereof at a designated meeting thereof, which may be an annual meeting of shareholders, members, or policyholders, or a special meeting of the shareholders, members, or policyholders entitled to vote in respect thereof. If the designated meeting of any corporation at which the agreement is to be submitted is an annual meeting, notice of the submission of the agreement shall be included in the notice of such annual meeting. If the designated meeting of any corporation at which the agreement is to be submitted is a special meeting of the shareholders, members, or policyholders entitled to vote in respect thereof, such special meeting shall be called by the resolution designating the meeting, and notice of such meeting shall be given at the time and in the manner provided in IC 27-1-7-7.
(b) Unless shareholder, member, or policyholder approval is not required by subsection (i), the agreement of merger so approved shall be submitted to a vote of the shareholders, members, or policyholders of each corporation entitled to vote in respect thereof at the meeting directed by the resolution of the board of directors of such corporation approving the agreement, and the agreement shall be adopted by such corporation upon receiving the affirmative vote of such proportion of the shareholders, members, or policyholders as provided in section 8 of this chapter.(c) Unless shareholder, member, or policyholder approval is not required by subsection (i), within five (5) days after the agreement of merger shall be adopted by any corporation, the secretary of such corporation shall mail or deliver a written or printed notice of the adoption of the agreement to each shareholder, member, or policyholder of record of such corporation who was not present in person or represented by proxy at the meeting at which the agreement was adopted. And the corporation shall file an affidavit with the department, signed by the president and secretary of such corporation, that such notice was given.(d) Unless shareholder, member, or policyholder approval is not required by subsection (i), any shareholder, member, or policyholder of any such corporation who did not vote in favor of the adoption of the agreement of merger may object to such merger in the manner and with the effect provided in sections 9 and 10 of this chapter.(e) Unless shareholder, member, or policyholder approval is not required by subsection (i), as soon as practicable after the expiration of a period of thirty (30) days after the adoption of the agreement of merger by the shareholders, members, or policyholders of that one (1) of the merging corporations which is the last, in point of time, to adopt the same, the agreement shall again be considered by the board of directors of each corporation a party thereto, at a regular or special meeting of such board, and if the board of directors of each such corporation, by a majority vote of the members of such board, shall again approve the agreement and shall authorize the execution thereof, the agreement shall be signed on behalf of each such corporation by its president or a vice president and its secretary or an assistant secretary and shall have the corporate seal of each such corporation thereto affixed.(f) Upon the execution of the agreement of merger by all of the corporations parties thereto, there shall be executed and filed, in the manner provided in this section, articles of merger setting forth the agreement of merger, the signatures of the several corporations parties thereto, the manner of its adoption, and the vote, if any, by which adopted by each of such corporations. The articles of merger shall be signed on behalf of each such corporation by its president or a vice president and its secretary or an assistant secretary, and acknowledged before a notary public by the officers signing the same, in such multiple copies as shall be required to enable the corporations to comply with the provisions of this chapter with respect to filing and recording the articles of merger, and shall then be presented to the department at its office. The department is hereby authorized to approve or disapprove the articles of merger. In the event that the department shall approve the articles of merger, it shall endorse its approval thereon in the manner provided in IC 27-1-6-8, and it shall present the same to the secretary of state of the state of Indiana at his office.(g) Upon the presentation of the articles of merger, the secretary of state, if he finds that they conform to law, shall endorse his approval on each of the multiple copies of the articles and, when all fees have been paid as required by law, shall file one (1) copy of the articles of merger in his office and issue a certificate of merger and shall return the remaining copies of the articles bearing the endorsement of his approval, together with the certificate of merger, to the surviving corporation or its representatives.(h) The surviving corporation shall obtain a certified copy of the certificate of merger from the secretary of state and file the same with the department, accompanied by a copy of the articles of merger bearing the endorsement and approval of the secretary of state.(i) If a domestic corporation is the surviving corporation, action by the shareholders, members, or policyholders is not required if the articles of incorporation of the surviving corporation will not differ (except for amendments enumerated in IC 27-1-8-3(b)) from its articles before the merger and: (1) if the corporation is a stock corporation:(A) each shareholder of the surviving corporation whose shares were outstanding immediately before the merger will hold the same proportionate number of shares relative to the number of shares held by all shareholders (except for shares of the surviving corporation received solely as a result of the shareholder's proportionate shareholdings in the other corporations participating in the merger) with identical designations, preferences, limitations, and relative rights, immediately after the merger;(B) the number of voting shares outstanding immediately after the merger, including the number of voting shares issuable as a result of the merger (either by the conversion of securities issued under the merger or the exercise of rights and warrants issued under the merger), will not exceed by more than twenty percent (20%) the total number of voting shares (adjusted to reflect any forward or reverse share split that occurs under the plan of merger) of the surviving corporation outstanding immediately before the merger; and(C) the number of participating shares outstanding immediately after the merger, including the number of participating shares issuable as a result of the merger (either by conversion of securities issued under the merger or the exercise of rights and warrants issued under the merger), will not exceed by more than twenty percent (20%) the total number of participating shares (adjusted to reflect any forward or reverse share split that occurs under a plan of merger) outstanding immediately before the merger; or(2) if the surviving corporation is an insurance company other than a stock corporation: (A) each member or policyholder of the surviving corporation will retain the same contractual and other rights to which the member or policyholder was entitled before the merger; and(B) the number of votes of voting members immediately after the merger, including the number of votes of voting members added as a result of the merger, will not exceed by more than twenty percent (20%) the total number of votes of voting members of the surviving corporation immediately before the merger.(Formerly: Acts 1935, c.162, s.116; Acts1973 , P.L. 272, SEC.1.) As amended by P.L. 252-1985, SEC.41; P.L. 185-1997, SEC.5.