CHAPTER 41. SALE OF ASSETS

IC 23-1-41
    Chapter 41. Sale of Assets

IC 23-1-41-1
Right to sell, lease, or otherwise dispose of corporate property;shareholder approval
    Sec. 1. The approval of the shareholders of a corporation is notrequired unless the articles of incorporation require the approval ofthe shareholders to:
        (1) sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of the corporation's property in the usual andregular course of business;
        (2) mortgage, pledge, dedicate to the repayment of indebtedness(whether with or without recourse), or otherwise encumber anyor all of the corporation's property whether or not in the usualand regular course of business; or
        (3) transfer any or all of the corporation's property to acorporation all the shares of which are owned by thecorporation.
As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,SEC.34.

IC 23-1-41-2
Sale, lease, or disposition of property other than in regular courseof business
    Sec. 2. (a) A sale, lease, exchange, or other disposition of assets,other than a disposition described in section 1 of this chapter,requires approval of the corporation's shareholders if the dispositionwould leave the corporation without a significant continuing businessactivity. If a corporation retains a business activity that representedat least twenty-five percent (25%) of total assets at the end of themost recently completed fiscal year, and twenty-five percent (25%)of either income from continuing operations before taxes or revenuesfrom continuing operations for the fiscal year, in each case of thecorporation and the corporation's subsidiaries on a consolidatedbasis, the corporation is conclusively considered to have retained asignificant continuing business activity.
    (b) A disposition that requires approval of the shareholders undersubsection (a) shall be initiated by a resolution by the board ofdirectors authorizing the disposition. After adoption of theresolution, the board of directors shall submit the proposeddisposition to the shareholders for the shareholder's approval. Theboard of directors shall transmit to the shareholders arecommendation that the shareholders approve the proposeddisposition, unless the board of directors makes a determination thatbecause of conflicts of interest or other special circumstances theboard of directors should not make the recommendation, in whichcase the board of directors shall transmit to the shareholders the basisfor that determination.
    (c) The board of directors may condition the board of directors'

submission of a disposition to the shareholders under subsection (b)on any basis.
    (d) If:
        (1) a disposition is required to be approved by the shareholdersunder subsection (a); and
        (2) the approval is to be given at a meeting;
the corporation shall notify each shareholder, whether theshareholder is entitled to vote, of the meeting of shareholders atwhich the disposition is to be submitted for approval in accordancewith IC 23-1-29-5. The notice must state that the purpose or one (1)of the purposes of the meeting is to consider the disposition and mustcontain a description of the disposition, including the terms andconditions of the disposition and the consideration to be received bythe corporation.
    (e) Unless the articles of incorporation or the board of directors(acting under subsection (c)) requires a greater vote, or a greaternumber of votes to be present, the approval of a disposition by theshareholders requires the approval of the shareholders at a meetingat which a quorum consisting of at least a majority of the votesentitled to be cast on the disposition exists.
    (f) After a disposition has been approved by the shareholdersunder subsection (b), and at any time before the disposition has beenconsummated, the disposition may be abandoned by the corporationwithout action by the shareholders, subject to any contractual rightsof other parties to the disposition.
    (g) A disposition that constitutes a distribution is governed byIC 23-1-28 and not by this section.
    (h) A disposition of assets in the course of dissolution underIC 23-1-45, IC 23-1-46, IC 23-1-47, or IC 23-1-48 is not governed bythis section.
    (i) The assets of a direct or indirect consolidated subsidiary shallbe considered the assets of the parent corporation for the purposes ofthis section.
As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,SEC.35.