CHAPTER 45. VOLUNTARY DISSOLUTION
IC 23-1-45
Chapter 45. Voluntary Dissolution
IC 23-1-45-1
Corporation that has not issued shares or commenced business
Sec. 1. A majority of the incorporators or initial directors of acorporation that has not issued shares or has not commencedbusiness may dissolve the corporation by delivering to the secretaryof state for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either:
(A) that none of the corporation's shares has been issued; or
(B) that the corporation has not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining afterwinding up have been distributed to the shareholders, if shareswere issued; and
(6) that a majority of the incorporators or initial directorsauthorized the dissolution.
As added by P.L.149-1986, SEC.29.
IC 23-1-45-2
Proposal for dissolution; notice; adoption by shareholders
Sec. 2. (a) A corporation's board of directors may proposedissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) the board of directors must recommend dissolution to theshareholders unless the board of directors determines thatbecause of conflict of interest or other special circumstances itshould make no recommendation and communicates the basisfor its determination to the shareholders; and
(2) the shareholders entitled to vote must approve the proposalto dissolve as provided in subsection (e).
(c) The board of directors may condition its submission of theproposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or notentitled to vote, of the proposed shareholders' meeting in accordancewith IC 23-1-29-5. The notice must also state that the purpose, or one(1) of the purposes, of the meeting is to consider dissolving thecorporation.
(e) Unless the articles of incorporation or the board of directors(acting under subsection (c)) require a greater vote or a vote byvoting groups, the proposal to dissolve to be adopted must beapproved by a majority of all the votes entitled to be cast on thatproposal.
(f) After a proposal for dissolution is adopted, the corporationshall give the notices required by IC 6-8.1-10-9, IC 22-4-32-23, andIC 32-34-1-25.
As added by P.L.149-1986, SEC.29. Amended by P.L.107-1987,
SEC.22; P.L.145-1988, SEC.6; P.L.31-1995, SEC.4; P.L.2-2002,SEC.73.
IC 23-1-45-3
Filing of articles of dissolution; date of dissolution
Sec. 3. (a) At any time after dissolution is authorized, thecorporation may dissolve by delivering to the secretary of state forfiling articles of dissolution setting forth the following:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) If dissolution was approved by the shareholders:
(A) the number of votes entitled to be cast on the proposal todissolve; and
(B) either the total number of votes cast for and againstdissolution or the total number of undisputed votes cast fordissolution and a statement that the number cast fordissolution was sufficient for approval.
If voting by voting groups is required, the information requiredby this subdivision shall be separately provided for each votinggroup entitled to vote separately on the plan to dissolve.
(b) A corporation is dissolved upon the effective date of itsarticles of dissolution.
As added by P.L.149-1986, SEC.29.
IC 23-1-45-4
Revocation of dissolution
Sec. 4. (a) A corporation may revoke its dissolution within onehundred twenty (120) days of its effective date.
(b) Revocation of dissolution must be authorized in the samemanner as the dissolution was authorized unless that authorizationpermitted revocation by action by the board of directors alone, inwhich event the board of directors may revoke the dissolutionwithout shareholder action.
(c) After the revocation of dissolution is authorized, thecorporation may revoke the dissolution by delivering to the secretaryof state for filing articles of revocation of dissolution, together witha copy of its articles of dissolution, that set forth:
(1) the name of the corporation;
(2) the effective date of the dissolution that was revoked;
(3) the date that the revocation of dissolution was authorized;
(4) if the corporation's board of directors (or incorporators)revoked the dissolution, a statement to that effect;
(5) if the corporation's board of directors revoked a dissolutionauthorized by the shareholders, a statement that revocation waspermitted by action by the board of directors alone pursuant tothat authorization; and
(6) if shareholder action was required to revoke the dissolution,the information required by section 3(a)(3) of this chapter.
(d) Unless a delayed effective date is specified, revocation ofdissolution is effective when articles of revocation of dissolution are
filed.
(e) When the revocation of dissolution is effective, it relates backto and takes effect as of the effective date of the dissolution and thecorporation resumes carrying on its business as if dissolution hadnever occurred.
As added by P.L.149-1986, SEC.29.
IC 23-1-45-5
Continuance of corporate existence; winding up affairs; effect ofdissolution
Sec. 5. (a) A dissolved corporation continues its corporateexistence but may not carry on any business except that appropriateto wind up and liquidate its business and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kindto its shareholders;
(3) discharging or making provision for discharging itsliabilities;
(4) distributing its remaining property among its shareholdersaccording to their interests; and
(5) doing every other act necessary to wind up and liquidate itsbusiness and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation's property;
(2) prevent transfer of its shares or securities, although theauthorization to dissolve may provide for closing thecorporation's share transfer records;
(3) subject its directors or officers to standards of conductdifferent from those prescribed in IC 23-1-33 throughIC 23-1-37;
(4) change:
(A) quorum or voting requirements for its board of directorsor shareholders;
(B) provisions for selection, resignation, or removal of itsdirectors, or officers, or both; or
(C) provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against thecorporation in its corporate name;
(6) abate or suspend a proceeding pending by or against thecorporation on the effective date of dissolution; or
(7) terminate the authority of the registered agent of thecorporation.
As added by P.L.149-1986, SEC.29.
IC 23-1-45-6
Disposition of known claims; procedure
Sec. 6. (a) A dissolved corporation may dispose of the knownclaims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants inwriting of the dissolution at any time after its effective date. The
written notice must:
(1) specify the amount that the dissolved corporation believeswill satisfy the claim;
(2) inform the creditor that it has the right to dispute the amountof the claim and describe the procedure for disputing theamount of the claim;
(3) provide a mailing address where a dispute of the amount ofthe claim may be sent;
(4) state the deadline, which may not be fewer than sixty (60)days after the effective date of the written notice, by which thedissolved corporation must receive the dispute of the amount ofthe claim; and
(5) state that the claim will be fixed at the amount specified bythe dissolved corporation if a dispute of the amount of the claimis not received by the deadline.
(c) If the amount of the claim is disputed, the claimant must notifythe dissolved corporation of the dispute by the deadline. If thedissolved corporation rejects the disputed amount, the claimant mustcommence a proceeding to enforce the claim within ninety (90) daysafter the effective date of the dissolved corporation's rejection notice.
(d) The amount of the claim is fixed if:
(1) the claimant does not notify the dissolved corporation by thedeadline; or
(2) the claimant who has notified the dissolved corporation ofa dispute and has received a rejection notice does notcommence a proceeding within ninety (90) days from theeffective date of the rejection notice.
(e) Regardless of a dispute in the amount of the claim, thedissolved corporation must tender to the claimant the amount of theclaim as set forth by the dissolved corporation in the notice of claimwithin thirty (30) days after the earliest of the following dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding toenforce the claim.
(f) For purposes of this section, "claim" does not include acontingent liability or a claim based on an event occurring after theeffective date of dissolution.
As added by P.L.149-1986, SEC.29.
IC 23-1-45-7
Notice of dissolution; claims against dissolved corporation
Sec. 7. (a) A dissolved corporation may also publish notice of itsdissolution and request that persons with claims against thecorporation present them in accordance with the notice.
(b) The notice must:
(1) be published one (1) time in a newspaper of generalcirculation in the county where the dissolved corporation'sprincipal office (or, if none in Indiana, its registered office) isor was last located;
(2) describe the information that must be included in a claim
and provide a mailing address where the claim may be sent; and
(3) state that a claim against the corporation will be barredunless a proceeding to enforce the claim is commenced withintwo (2) years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice inaccordance with subsection (b), the claim of each of the followingclaimants is barred unless the claimant commences a proceeding toenforce the claim within two (2) years after the publication date ofthe newspaper notice:
(1) A claimant who did not receive written notice under section6 of this chapter.
(2) A claimant whose claim was timely sent to the dissolvedcorporation but not acted on.
(3) A claimant whose claim is contingent or based on an eventoccurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation, to the extent of itsundistributed assets; or
(2) if the assets have been distributed in liquidation, against ashareholder of the dissolved corporation to the extent of theshareholder's pro rata share of the claim or the corporate assetsdistributed to the shareholder in liquidation, whichever is less,but a shareholder's total liability for all claims under this sectionmay not exceed the total amount of assets distributed to theshareholder.
As added by P.L.149-1986, SEC.29. Amended by P.L.75-1990,SEC.3.