CHAPTER 38.5. DOMESTICATION AND CONVERSION
IC 23-1-38.5
Chapter 38.5. Domestication and Conversion
IC 23-1-38.5-1
Definitions
Sec. 1. The following definitions apply throughout this chapter:
(1) "Charter" means:
(A) the original articles of incorporation and all amendmentsrequired to be filed by a domestic corporation; or
(B) any original public organic documents and allamendments required to be filed by a domestic other entity;
with the secretary of state in connection with the formation ofthe corporation or other entity.
(2) "Converting entity" means a corporation or other entity thatadopts a plan of entity conversion.
(3) "Domestic entity" means a corporation or other entity thatis incorporated or organized under the laws of Indiana.
(4) "Filing entity" means an entity that is created by filing apublic organic document.
(5) "Foreign entity" means a corporation or other entity that isincorporated or organized under a law other than the laws ofIndiana.
(6) "Limited liability entity" means a corporation or other entitythat provides for limited personal liability of its interest holders.
(7) "Other entity" means a limited liability company, limitedliability partnership, limited partnership, general partnership,business trust, real estate investment trust, or any other entitythat is formed under the requirements of applicable law and thatis not a corporation.
(8) "Surviving entity" means the corporation or other entity thatis in existence immediately after consummation of an entityconversion under this chapter.
(9) "Unlimited liability entity" means an entity that does notlimit the personal liability of its interest holders.
As added by P.L.178-2002, SEC.99. Amended by P.L.178-2005,SEC.3; P.L.130-2006, SEC.4.
IC 23-1-38.5-2
Limitations on use of chapter
Sec. 2. (a) A corporation, a nonprofit corporation, or any otherentity engaging in a business that is subject to regulation underanother statute may be a party to a transaction under this chapterunless the transaction is prohibited or authorized under anotherstatute.
(b) This chapter may not be used to effect a transaction that:
(1) converts an insurance company organized on the mutualprinciple to a company organized on a stock share basis;
(2) converts a nonprofit corporation to a corporation or otherentity; or
(3) converts a domestic corporation or other entity to a
nonprofit corporation.
As added by P.L.178-2002, SEC.99. Amended by P.L.178-2005,SEC.4; P.L.130-2006, SEC.5.
IC 23-1-38.5-3
Approval of transactions by department of financial institutions ordepartment of insurance; trust properties
Sec. 3. (a) If a domestic or foreign business corporation, anonprofit corporation, or another entity may not be a party to amerger without the approval of the department of financialinstitutions or the department of insurance, the corporation or otherentity may not be a party to a transaction under this chapter withoutthe prior approval of the department of financial institutions or thedepartment of insurance.
(b) Property held in trust or for a charitable purpose under the lawof this state by a domestic or foreign other entity shall not, by anytransaction under this chapter, be diverted from the objects for whichit was donated, granted, or devised.
As added by P.L.178-2002, SEC.99. Amended by P.L.133-2009,SEC.29.
IC 23-1-38.5-4
Limitations on change of form
Sec. 4. (a) A foreign corporation may become a domesticcorporation only if the domestication is permitted by the organic lawof the foreign corporation. The laws of Indiana govern the effect ofdomesticating in Indiana under this chapter.
(b) A domestic corporation may become a foreign corporationonly if the domestication is permitted by the laws of the foreignjurisdiction. Regardless of whether the laws of the foreignjurisdiction require the adoption of a plan of domestication, thedomestication must be approved by the adoption by the corporationof a plan of domestication in the manner provided in this section.The laws of the foreign jurisdiction govern the effect ofdomesticating in that jurisdiction.
(c) The plan of domestication must include:
(1) a statement of the jurisdiction in which the corporation is tobe domesticated;
(2) the terms and conditions of the domestication;
(3) the manner and basis of reclassifying the shares of thecorporation following its domestication into:
(A) shares or other securities;
(B) obligations;
(C) rights to acquire shares or other securities;
(D) cash;
(E) other property; or
(F) any combination of the types of assets referred to inclauses (A) through (E); and
(4) any desired amendments to the articles of incorporation ofthe corporation following its domestication.As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.6.
IC 23-1-38.5-5
Domestication of domestic corporation in foreign jurisdiction;requirements
Sec. 5. In the case of a domestication of a domestic corporation ina foreign jurisdiction, the following apply:
(1) The plan of domestication must be adopted by the board ofdirectors.
(2) After adopting the plan of domestication, the board ofdirectors must submit the plan to the shareholders for theirapproval. The board of directors must also transmit to theshareholders a recommendation that the shareholders approvethe plan, unless the board of directors makes a determinationthat because of conflicts of interest or other specialcircumstances it should not make that recommendation, inwhich case the board of directors must communicate to theshareholders the basis for that determination.
(3) The board of directors may condition its submission of theplan of domestication to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at ameeting, the corporation must notify each shareholder, whetheror not the shareholder is entitled to vote, of the meeting ofshareholders at which the plan of domestication is to besubmitted for approval. The notice must state that the purpose,or one (1) of the purposes, of the meeting is to consider theplan. The notice must contain or be accompanied by a copy orsummary of the plan. The notice must include or beaccompanied by a copy of the articles of incorporation as theywill be in effect immediately after the domestication.
(5) Unless a greater requirement is established by the articles ofincorporation or by the board of directors acting undersubdivision (3), the plan of domestication may be submitted forthe approval of the shareholders:
(A) at a meeting at which a quorum consisting of at least amajority of the votes entitled to be cast on the plan exists;and
(B) if any class or series of shares is entitled to vote as aseparate group on the plan, at a meeting at which a quorumof the voting group consisting of at least a majority of thevotes entitled to be cast on the domestication by that votinggroup is present.
(6) Separate voting on the plan of domestication by votinggroups is required by each class or series of shares that:
(A) is to be reclassified under the plan of domestication intoother securities, obligations, rights to acquire shares or othersecurities, cash, other property, or any combination of thetypes of assets referred to in this clause;
(B) would be entitled to vote as a separate group on a
provision of the plan that, if contained in a proposedamendment to articles of incorporation, would require actionby separate voting groups under IC 23-1-30-7; or
(C) is entitled under the articles of incorporation to vote asa voting group to approve an amendment of the articles.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.7.
IC 23-1-38.5-6
Execution and requirements for articles of domestication of foreigncorporation; delivery to secretary of state; cancellation ofcertificate of authority
Sec. 6. (a) After the domestication of a foreign corporation hasbeen authorized as required by the laws of the foreign jurisdiction,the articles of domestication must be executed by an officer or otherduly authorized representative. The articles must set forth:
(1) the name of the corporation immediately before the filing ofthe articles of domestication and, if that name is unavailable foruse in Indiana or the corporation desires to change its name inconnection with the domestication, a name that satisfies therequirements of IC 23-1-23-1;
(2) the jurisdiction of incorporation of the corporationimmediately before the filing of the articles of domestication inthat jurisdiction; and
(3) a statement that the domestication of the corporation inIndiana was duly authorized as required by the laws of thejurisdiction in which the corporation was incorporatedimmediately before its domestication under this chapter.
(b) The articles of domestication must either contain all of theprovisions that IC 23-1-21-2(a) requires to be set forth in articles ofincorporation and any other desired provisions that IC 23-1-21-2(b)permits to be included in the articles of incorporation or must haveattached articles of incorporation. In either case, provisions thatwould not be required to be included in restated articles ofincorporation may be omitted.
(c) The articles of domestication must be delivered to thesecretary of state for filing and are effective at the time provided inIC 23-1-18-4.
(d) If the foreign corporation is authorized to transact business inthis state under IC 23-1-49, its certificate of authority is canceledautomatically on the effective date of its domestication.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.8.
IC 23-1-38.5-7
Execution and requirements for articles of charter surrender;delivery to secretary of state
Sec. 7. (a) Whenever a domestic corporation has adopted andapproved, in the manner required by this chapter, a plan ofdomestication providing for the corporation to be domesticated in a
foreign jurisdiction, an officer or another authorized representativeof the corporation must execute articles of charter surrender onbehalf of the corporation. The articles of charter surrender must setforth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are beingfiled in connection with the domestication of the corporation ina foreign jurisdiction;
(3) a statement that the domestication was approved by theshareholders and, if voting by any separate voting group wasrequired, by each separate voting group, in the manner requiredby this chapter and the articles of incorporation; and
(4) the corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender must be delivered by thecorporation to the secretary of state for filing. The articles of chartersurrender are effective at the time provided in IC 23-1-18-4.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.9.
IC 23-1-38.5-8
Effects of domestication of foreign corporation; owner liability ofshareholder in foreign corporation
Sec. 8. (a) When a domestication of a foreign corporation inIndiana becomes effective:
(1) the title to all real and personal property, both tangible andintangible, held by the corporation remains in the corporationwithout reversion or impairment;
(2) the liabilities of the corporation remain the liabilities of thecorporation;
(3) an action or proceeding pending against the corporationcontinues against the corporation as if the domestication hadnot occurred;
(4) the articles of domestication, or the articles of incorporationattached to the articles of domestication, constitute the articlesof incorporation of the corporation;
(5) the shares of the corporation are reclassified into shares,other securities, obligations, rights to acquire shares or othersecurities, or cash or other property in accordance with theterms of the domestication as approved under the laws of theforeign jurisdiction, and the shareholders are entitled only to therights provided by those terms and under those laws; and
(6) the corporation is considered to:
(A) be incorporated under the laws of Indiana for allpurposes;
(B) be the same corporation without interruption as thecorporation that existed under the laws of the foreignjurisdiction; and
(C) have been incorporated on the date it was originallyincorporated in the foreign jurisdiction.
(b) When a domestication of a domestic corporation in a foreign
jurisdiction becomes effective, the foreign corporation is consideredto:
(1) appoint the secretary of state as its agent for service ofprocess in a proceeding to enforce the rights of shareholderswho exercise appraisal rights in connection with thedomestication; and
(2) agree that it will promptly pay the amount, if any, to whichshareholders are entitled under IC 23-1-40.
(c) The owner liability of a shareholder in a foreign corporationthat is domesticated in Indiana is as follows:
(1) The domestication does not discharge owner liability underthe laws of the foreign jurisdiction to the extent owner liabilityarose before the effective time of the articles of domestication.
(2) The shareholder does not have owner liability under thelaws of the foreign jurisdiction for a debt, obligation, or liabilityof the corporation that arises after the effective time of thearticles of domestication.
(3) The provisions of the laws of the foreign jurisdictioncontinue to apply to the collection or discharge of any ownerliability preserved by subdivision (1), as if the domesticationhad not occurred and the corporation were still incorporatedunder the laws of the foreign jurisdiction.
(4) The shareholder has whatever rights of contribution fromother shareholders are provided by the laws of the foreignjurisdiction with respect to any owner liability preserved bysubdivision (1), as if the domestication had not occurred and thecorporation were still incorporated under the laws of thatjurisdiction.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.10.
IC 23-1-38.5-9
Abandonment of plan of domestication; delivery of statement tosecretary of state
Sec. 9. (a) Unless otherwise provided in a plan of domesticationof a domestic corporation, after the plan has been adopted andapproved as required by this chapter, and at any time before thedomestication has become effective, the plan of domestication maybe abandoned by the board of directors without action by theshareholders.
(b) If a domestication is abandoned under subsection (a) afterarticles of charter surrender have been filed with the secretary ofstate but before the domestication has become effective, a statementthat the domestication has been abandoned under this section,executed by an officer or other authorized representative, must bedelivered to the secretary of state for filing before the effective dateof the domestication. The statement is effective upon filing and thedomestication is abandoned and may not become effective.
(c) If the domestication of a foreign corporation in Indiana isabandoned under the laws of the foreign jurisdiction after articles of
domestication have been filed with the secretary of state, a statementthat the domestication has been abandoned, executed by an officer orother authorized representative, must be delivered to the secretary ofstate for filing. The statement is effective upon filing and thedomestication is abandoned and may not become effective.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.11.
IC 23-1-38.5-10
Conversion of domestic and foreign corporations and other entities
Sec. 10. (a) A domestic corporation may become a domestic otherentity under a plan of entity conversion. If the organic law of thesurviving entity does not provide for a conversion, section 14 of thischapter governs the effect of converting to that form of entity.
(b) A domestic corporation may become a foreign other entityunder a plan of entity conversion only if the entity conversion ispermitted by the laws of the foreign jurisdiction. The laws of theforeign jurisdiction govern the effect of converting to an other entityin that jurisdiction.
(c) A domestic other entity may become a domestic corporationunder a plan of entity conversion. Section 15 of this chapter governsthe effect of converting to a domestic corporation.
(d) A domestic other entity may become a different domesticother entity under a plan of entity conversion. If the organic law ofthe surviving entity does not provide for a conversion, section 15 ofthis chapter governs the effect of converting to the different domesticother entity.
(e) A domestic other entity may become a foreign other entityunder a plan of entity conversion only if the entity conversion ispermitted by the laws of the foreign jurisdiction. The laws of theforeign jurisdiction govern the effect of converting to an other entityin that jurisdiction.
(f) A domestic other entity may become a foreign corporationunder a plan of entity conversion only if the entity conversion ispermitted by the laws of the foreign jurisdiction. The laws of theforeign jurisdiction govern the effect of converting to a corporationin that jurisdiction.
(g) A foreign other entity may become a domestic corporation orother entity if the organic law of the foreign other entity authorizesthe entity to become an entity in another jurisdiction. The laws ofIndiana govern the effect of converting to a domestic corporation orother entity under this chapter.
(h) A foreign corporation may become a domestic other entity ifthe organic law of the foreign corporation authorizes the corporationto become an entity in another jurisdiction. The laws of Indianagovern the effect of converting to a domestic other entity under thischapter.
(i) If the organic law of a domestic other entity does not provideprocedures for the approval of an entity conversion, the conversionmust be adopted and approved, and the entity conversion effectuated,
in the same manner as a merger of the other entity, and its interestholders are entitled to appraisal rights if appraisal rights are availableupon any type of merger under the organic law of the other entity. Ifthe organic law of a domestic other entity does not provideprocedures for the approval of either an entity conversion or amerger, a plan of entity conversion must be adopted and approvedand the entity conversion effectuated in accordance with theprocedures set forth in this chapter and in IC 23-1-40. For purposesof applying this chapter and IC 23-1-40:
(1) the other entity and its interest holders, interests, andorganic documents taken together are considered a domesticcorporation and the shareholders, shares, and articles ofincorporation of a domestic corporation, as the context mayrequire; and
(2) if the business and affairs of the other entity are managed bya group of persons that is not identical to the interest holders,that group is considered the board of directors.
(j) If as a result of conversion one (1) or more shareholders orinterest holders of a surviving entity become subject to ownerliability for the debts, obligations, or liabilities of the surviving entityor any other person or entity, approval of the plan of conversionrequires each shareholder or interest holder of the converting entityto execute a separate written consent to become subject to ownerliability.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.12.
IC 23-1-38.5-11
Requirements for plan of entity conversion
Sec. 11. (a) A plan of entity conversion must include:
(1) a statement of the type of other entity that the survivingentity will be and, if it will be a foreign other entity, itsjurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) the manner and basis of converting the shares or interests ofthe converting entity following its conversion into shares,interests, or other securities, obligations, rights to acquireinterests or other securities of the surviving entity or cash, otherproperty, or any combination of the types of assets referred toin this subdivision; and
(4) the full text, as in effect immediately after consummation ofthe conversion, of the organic documents of the survivingentity.
(b) The plan of entity conversion may also include a provisionthat the plan may be amended before filing articles of entityconversion, except that subsequent to approval of the plan by theshareholders or interest holders the plan may not be amended tochange:
(1) the amount or kind of shares or other securities, interests,obligations, rights to acquire shares, other securities or interests,
cash, or other property to be received under the plan by theshareholders or interest holders; or
(2) the organic documents that will be in effect immediatelyfollowing the conversion, except for changes permitted by aprovision of the organic law of the surviving entity comparableto IC 23-1-38-2.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.13; P.L.133-2009, SEC.30.
IC 23-1-38.5-12
Adoption and approval of plan of entity conversion; writtenconsent
Sec. 12. In the case of an entity conversion of a domesticcorporation to a domestic other entity or foreign other entity, thefollowing apply:
(1) The plan of entity conversion must be adopted by the boardof directors.
(2) After adopting the plan of entity conversion, the board ofdirectors must submit the plan to the shareholders for theirapproval. The board of directors must also transmit to theshareholders a recommendation that the shareholders approvethe plan, unless the board of directors makes a determinationthat because of conflicts of interest or other specialcircumstances it should not make that recommendation, inwhich case the board of directors must communicate to theshareholders the basis for that determination.
(3) The board of directors may condition its submission of theplan of entity conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at ameeting, the corporation must notify each shareholder, whetheror not entitled to vote, of the meeting of shareholders at whichthe plan of entity conversion is to be submitted for approval.The notice must state that the purpose, or one (1) of thepurposes, of the meeting is to consider the plan. The noticemust contain or be accompanied by a copy or summary of theplan. The notice must include or be accompanied by a copy ofthe organic documents as they will be in effect immediatelyafter the entity conversion.
(5) Unless a greater requirement is established by the articles ofincorporation or by the board of directors acting undersubdivision (3), approval of the plan of entity conversionrequires the approval of the shareholders at a meeting at whicha quorum consisting of at least a majority of the votes entitledto be cast on the plan exists.
(6) In addition to the vote required under subdivision (5),separate voting on the plan of equity conversion by votinggroups is also required by each class or series of shares. Unlessthe articles of incorporation, or the board of directors actingunder subdivision (3), requires a greater vote or a greaternumber of votes to be present, if the corporation has more than
one (1) class or series of shares outstanding, approval of theplan of entity conversion requires the approval of each separatevoting group at a meeting at which a quorum of the votinggroup consisting of at least a majority of the votes entitled to becast on the conversion by that voting group is present.
(7) If as a result of the conversion one (1) or more shareholdersof the corporation would become subject to owner liability forthe debts, obligations, or liabilities of any other person or entity,approval of the plan of conversion requires the execution, byeach shareholder, of a separate written consent to becomesubject to the owner liability.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.14.
IC 23-1-38.5-13
Execution of articles of entity conversion; requirements forarticles; delivery to secretary of state; cancellation of certificate ofauthority
Sec. 13. (a) After conversion of a domestic corporation to adomestic other entity has been adopted and approved as required bythis chapter, articles of entity conversion must be executed on behalfof the corporation by any officer or other duly authorizedrepresentative. The articles must:
(1) set forth the name of the corporation immediately before thefiling of the articles of entity conversion and the name to whichthe name of the corporation is to be changed, which must satisfythe organic law of the surviving entity;
(2) state the type of other entity that the surviving entity will be;
(3) set forth a statement that the plan of entity conversion wasduly approved by the shareholders in the manner required bythis chapter and the articles of incorporation; and
(4) if the surviving entity is a filing entity, either contain all ofthe provisions required to be set forth in its public organicdocument and any other desired provisions that are permitted,or have attached a public organic document, except that, ineither case, provisions that would not be required to be includedin a restated public organic document may be omitted.
(b) After the conversion of a domestic other entity to a domesticcorporation has been adopted and approved as required by theorganic law of the other entity, an officer or another duly authorizedrepresentative of the other entity must execute articles of entityconversion on behalf of the other entity. The articles must:
(1) set forth the name of the other entity immediately before thefiling of the articles of entity conversion and the name to whichthe name of the other entity is to be changed, which must satisfythe requirements of IC 23-1-23-1;
(2) set forth a statement that the plan of entity conversion wasduly approved in accordance with the organic law of theconverting entity; and
(3) either contain all of the provisions that IC 23-1-21-2(a)
requires to be set forth in articles of incorporation and any otherdesired provisions that IC 23-1-21-2(b) permits to be includedin articles of incorporation, or have attached articles ofincorporation, except that, in either case provisions that wouldnot be required to be included in restated articles ofincorporation of a domestic corporation may be omitted.
(c) After the conversion of a domestic other entity to a differentdomestic other entity has been adopted and approved as required bythe organic law of the different other entity and, if applicable, section10(j) of this chapter, an officer or another authorized representativeof the other entity must execute the articles of entity conversion onbehalf of the other entity. The articles must:
(1) set forth the name of the other entity immediately before thefiling of the articles of entity conversion and the name to whichthe name of the converting entity is to be changed, which mustsatisfy the requirements of the organic laws of the survivingentity;
(2) set forth a statement that the plan of entity conversion wasapproved in accordance with the organic law of the convertingentity; and
(3) if the surviving entity is a filing entity, either contain all theprovisions required to be set forth in its public organicdocument and any other desired provisions that are permitted orhave attached a public organic document, except that, in eithercase, provisions that would not be required to be included in arestated public organic document may be omitted.
(d) After the conversion of a foreign other entity to a domesticcorporation has been authorized as required by the laws of theforeign jurisdiction, articles of entity conversion must be executed onbehalf of the foreign other entity by any officer or authorizedrepresentative. The articles must:
(1) set forth the name of the converting entity immediatelybefore the filing of the articles of entity conversion and thename to which the name of the other entity is to be changed,which must satisfy the requirements of IC 23-1-23-1;
(2) set forth the jurisdiction under the laws of which theconverting entity was organized immediately before the filingof the articles of entity conversion and the date on which theother entity was organized in that jurisdiction;
(3) set forth a statement that the conversion of the convertingentity was duly approved in the manner required by its organiclaw; and
(4) either contain all of the provisions that IC 23-1-21-2(a)requires to be set forth in articles of incorporation and any otherdesired provisions that IC 23-1-21-2(b) permits to be includedin articles of incorporation, or have attached articles ofincorporation, except that, in either case, provisions that wouldnot be required to be included in restated articles ofincorporation of a domestic business corporation may beomitted. (e) After the conversion of a foreign other entity or foreigncorporation to a domestic other entity has been authorized asrequired by the laws of the foreign jurisdiction, articles of entityconversion must be executed on behalf of the foreign convertingentity by any officer or authorized representative. The articles must:
(1) set forth the name of the converting entity immediatelybefore the filing of the articles of entity conversion and thename to which the name of the converting entity is to bechanged, which must satisfy the requirements of the organiclaws of the surviving entity;
(2) set forth the jurisdiction under the laws of which theconverting entity was organized immediately before the filingof the articles of entity conversion and the date on which theconverting entity was organized in that jurisdiction;
(3) set forth a statement that the conversion of the convertingentity was approved in the manner required by its organic law;and
(4) if the surviving entity is a filing entity, either contain all theprovisions required to be set forth in its public organicdocument and any other desired provisions that are permitted orhave attached a public organic document, except that, in eithercase, provisions that would not be required to be included in arestated public organic document may be omitted.
(f) The articles of entity conversion must be delivered to thesecretary of state for filing and take effect at the effective timeprovided in IC 23-1-18-4.
(g) If the converting entity is a foreign corporation or a foreignother entity that is authorized to transact business in Indiana undera provision of law similar to IC 23-1-49, its certificate of authorityor other type of foreign qualification is canceled automatically on theeffective date of its conversion.
As added by P.L.178-2002, SEC.99. Amended by P.L.213-2003,SEC.2; P.L.178-2005, SEC.5; P.L.130-2006, SEC.15.
IC 23-1-38.5-14
Execution of articles of charter surrender; delivery to secretary ofstate
Sec. 14. (a) Whenever a domestic filing entity has adopted andapproved, in the manner required by this chapter, a plan of entityconversion providing for the converting entity to be converted to aforeign entity, articles of charter surrender must be executed onbehalf of the converting entity by any officer or other duly authorizedrepresentative. The articles of charter surrender must set forth:
(1) the name of the converting entity;
(2) a statement that the articles of charter surrender are beingfiled in connection with the conversion of the domestic entityto a foreign entity;
(3) a statement that the conversion was duly approved by theshareholders or interest holders in the manner required by thischapter and the articles of incorporation if the converting entity
is a domestic corporation or the organic laws of the convertingentity and, if applicable, section 10(j) of this chapter if theconverting entity is a domestic other entity;
(4) the jurisdiction under the laws of which the surviving entitywill be organized; and
(5) if the surviving entity will not be a filing entity, the addressof its executive office immediately after the conversion.
(b) The articles of charter surrender must be delivered by theconverting entity to the secretary of state for filing. The articles ofcharter surrender take effect on the effective time provided inIC 23-1-18-4.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.16.
IC 23-1-38.5-15
Effects of conversions; shareholder liability; owner liability
Sec. 15. (a) When a conversion under this section in which thesurviving entity is a domestic business corporation or domestic otherentity becomes effective:
(1) the title to all real and personal property, both tangible andintangible, of the converting entity remains in the survivingentity without reversion or impairment;
(2) the liabilities of the converting entity remain the liabilitiesof the surviving entity;
(3) an action or proceeding pending against the convertingentity continues against the surviving entity as if the conversionhad not occurred;
(4) in the case of a surviving entity that is a filing entity, thearticles of conversion and the articles of incorporation or publicorganic document attached to the articles of conversionconstitute the articles of incorporation or public organicdocument of the surviving entity;
(5) in the case of a surviving entity that is not a filing entity, theprivate organic document provided for in the plan of conversionconstitutes the private organic document of the surviving entity;
(6) the shares, interests, other securities, obligations, or rightsto acquire shares, interests, or other securities of the convertingentity are reclassified into shares, interests, other securities,obligations, rights to acquire shares, interests, or other securitiesof the surviving entity, or into cash or other property inaccordance with the plan of conversion, and the shareholders orinterest holders of the converting entity are entitled only to therights provided in the plan of conversion and to any rights theymay have under the organic law of the converting entity;
(7) the surviving entity is considered for all purposes of thelaws of Indiana to:
(A) be a domestic corporation or domestic other entity;
(B) be the same corporation or other entity withoutinterruption as the converting entity that existed before theconversion; and (C) have been incorporated or otherwise organized on thedate that the converting entity was originally incorporated ororganized; and
(8) unless otherwise agreed in writing, for all purposes of thelaws of Indiana, the converting entity is not required to wind upits affairs or pay its liabilities and distribute its assets, and theconversion does not constitute a dissolution of the convertingentity.
(b) If the shareholders or interest holders of a converting entity areentitled to receive dissenters' rights upon conversion, the survivingentity is considered to:
(1) appoint the secretary of state as its agent for service ofprocess in a proceeding to enforce the rights of shareholders orinterest holders who exercise dissenters' rights in connectionwith the conversion; and
(2) agree that it will promptly pay the amount, if any, to whichthe shareholders or interest holders referred to in subdivision(1) are entitled under the organic law of the converting entity.
(c) A shareholder or interest holder in a limited liability entity thatis a converting entity who becomes subject to owner liability forsome or all of the debts, obligations, or liabilities of the survivingentity is personally liable only for those debts, obligations, orliabilities of the surviving entity that arise after the effective time ofthe articles of entity conversion.
(d) The owner liability of an interest holder in an unlimitedliability entity that is a converting entity that converts to a limitedliability entity is as follows:
(1) The conversion does not discharge any owner liability underthe organic law of the converting entity to the extent that anysuch owner liability arose before the effective time of thearticles of entity conversion.
(2) The interest holder does not have owner liability under theorganic law of the surviving entity for any debt, obligation, orliability of the surviving entity that arises after the effectivetime of the articles of entity conversion.
(3) The provisions of the organic law of the converting entitycontinue to apply to the collection or discharge of any ownerliability preserved by subdivision (1), as if the conversion hadnot occurred and the surviving entity were still the convertingentity.
(4) The interest holder has whatever rights of contribution fromother interest holders are provided by the organic law of theconverting entity with respect to any owner liability preservedby subdivision (1), as if the conversion had not occurred and thesurviving entity were still the converting entity.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.17; P.L.1-2007, SEC.162.
IC 23-1-38.5-16
Abandonment of plan of entity conversion before conversion
becomes effective; delivery of statement to secretary of state
Sec. 16. (a) Unless otherwise provided in a plan of entityconversion of a domestic entity, after the plan has been adopted andapproved as required by this chapter, and at any time before theentity conversion becomes effective, the plan of entity conversionmay be abandoned by the governing or managing body or person ofthe converting entity without action by the shareholders or interestholders of the converting entity.
(b) If an entity conversion is abandoned after articles of entityconversion or articles of charter surrender have been filed with thesecretary of state but before the entity conversion becomes effective,a statement that the entity conversion has been abandoned under thissection, executed by an officer or authorized representative, must bedelivered to the secretary of state for filing before the effective dateof the entity conversion. Upon filing, the statement takes effect andthe entity conversion is considered abandoned and shall not becomeeffective.
As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006,SEC.18.