CHAPTER 4. CHANGE OF CORPORATE FORM
IC 23-1.5-4
Chapter 4. Change of Corporate Form
IC 23-1.5-4-1
Merger and consolidation
Sec. 1. (a) A professional corporation may merge or consolidatewith another corporation, domestic or foreign, only if everyshareholder of each corporation is qualified to be a shareholder of thesurviving or new corporation.
(b) Upon the merger or consolidation of a professionalcorporation, if the surviving or new corporation is to renderprofessional services in Indiana, it shall comply with this article.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-2
Cessation of professional services
Sec. 2. (a) If a professional corporation ceases to renderprofessional services, the corporation shall:
(1) amend its articles of incorporation to delete from its statedpurposes the rendering of professional services; and
(2) conform to the requirements of IC 23-1 regarding itscorporate name.
(b) The corporation may then continue in existence as acorporation under IC 23-1 and is no longer subject to this article.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-3
Involuntary dissolution
Sec. 3. (a) A professional corporation formed under this articlemay be involuntarily dissolved as provided by IC 23-1-47.
(b) In addition to the causes specified in IC 23-1-47 for theinvoluntary dissolution of a corporation, a failure to comply with thisarticle is a cause for the involuntary dissolution of a professionalcorporation under IC 23-1-46.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987,SEC.278.
IC 23-1.5-4-4
Right of corporation to accept this article
Sec. 4. (a) Any corporation organized under Indiana law for anypurpose or purposes for which a corporation might be organizedunder this article, and existing on September 1, 1983, may accept thisarticle, and avail itself of the rights and privileges provided by thisarticle, by complying with this article. Without limitation, this rightto accept this article extends to any corporation formed under this orany other general statute, for any purpose or purposes for which acorporation might be organized under this article, if the corporationexisted on or after September 1, 1983, or if its articles ofincorporation fix a time of corporate existence that has terminated orthereafter terminates, if this corporation files its articles of
acceptance within two (2) years after such termination. Theacceptance of this article may be effected by the officer, directors,and members of the corporation or by persons acting as such.
(b) Upon acceptance and compliance with the requirements of thisarticle, the corporation shall be considered to have existed sincetermination and its acts, during this time, have the same validity asif performed before termination.
(c) This section does not apply to any corporation whosecorporate franchise has been forfeited under any other statute.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-5
Articles of acceptance; approval by board of directors andmembers; presentation to secretary of state
Sec. 5. (a) The board of directors or trustees of a corporationdesiring to accept this article shall, by a resolution adopted by amajority vote of the board, approve articles of acceptance settingforth the following information:
(1) The name of the corporation.
(2) The location of its principal office and the name and addressof its resident agent.
(3) The date of its incorporation.
(4) A designation of the law under which it was organized.
(5) A declaration that it accepts all of the terms and provisionsof this article.
(6) A restatement of those provisions of its articles ofincorporation or association that it desires to have continued ineffect, as long as the provisions restated would have beenauthorized by this article as provisions of original articles ofincorporation for a corporation organized under this article.Failure to restate such provisions in the articles of acceptanceconstitutes nonconformance to law, and the secretary of stateshall refuse to file these articles of acceptance. Any provisionnot stated in its articles of acceptance is not effective after thearticles are filed; however, this subdivision does not preventany corporation from adopting and filing amended articles ofacceptance that make the articles conform to this subdivision.Amended articles of acceptance shall be filed and recorded inthe same manner as required for original articles of acceptance.
(b) The resolution of the board of directors approving the articlesof acceptance must direct that the articles be submitted to a vote ofthose members of the corporation who are entitled to vote in respectto the articles, at a designated meeting, which may be an annualmeeting of members or a special meeting of those members who areentitled to vote. If the designated meeting is an annual meeting,notice of the submission of the articles of acceptance shall beincluded in the notice of the annual meeting. If it is a specialmeeting, it shall be called by the resolution designating the meetingand notice shall be given at the time and in the manner provided inIC 23-17-10. (c) The articles of acceptance approved by the board of directorsshall be submitted to a vote of the members as provided in subsection(b). To be adopted, they must receive the affirmative votes oftwo-thirds (2/3) of the members entitled to vote.
(d) Upon approval and adoption, the articles of acceptance:
(1) shall be signed in duplicate, in the form prescribed by thesecretary of state, by any current officer of the corporation andverified and affirmed subject to penalties for perjury; and
(2) shall be presented in duplicate to the secretary of state at hisoffice, accompanied by those fees prescribed by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991,SEC.27.
IC 23-1.5-4-6
Articles of acceptance; approval by secretary of state
Sec. 6. Upon the presentation of the articles of acceptance, thesecretary of state, if he finds they conform to the requirements ofsection 5 of this chapter, shall endorse his approval upon both of thecopies of the articles, and, when all fees have been paid as requiredby law, shall:
(1) file one (1) copy of the articles in his office;
(2) issue a certificate of acceptance; and
(3) return to the corporation the remaining copy of the articlesof acceptance, bearing the endorsement of his approval,together with the certificate of acceptance.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-4-7
Certificate of acceptance; issuance
Sec. 7. The acceptance becomes effective upon issuance of acertificate of acceptance by the secretary of state. The corporation isentitled to all rights and privileges and is subject to all penalties,liabilities, and restrictions provided by this article granted to orimposed upon corporations organized under this article. The articlesof incorporation shall be considered to be amended to the extent, ifany, that any provision or provisions of the articles are restated in thearticles of acceptance.
As added by P.L.239-1983, SEC.1.