CHAPTER 22. GENERAL DISSOLUTION
IC 23-17-22
Chapter 22. General Dissolution
IC 23-17-22-1
Corporations without members; corporations that have notcommenced business; articles of dissolution; contents
Sec. 1. A majority of the incorporators or initial directors of acorporation that has no members or has not commenced activitiesmay dissolve the corporation by delivering to the secretary of statefor filing articles of dissolution that set forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) Either:
(A) that no membership in the corporation has been issued;or
(B) that the corporation has not commenced business.
(4) That no debt of the corporation remains unpaid.
(5) That a majority of the incorporators or initial directorsauthorized the dissolution.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-2
Proposals by board; conditions for adoption; notice
Sec. 2. (a) A corporation's board of directors may proposedissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the followingconditions must be met:
(1) The board of directors must recommend dissolution to themembers unless the board of directors determines that becauseof conflict of interest or other special circumstances the boardshould not make a recommendation and communicates the basisfor the board's determination to the members.
(2) The members entitled to vote must approve the proposal todissolve as provided under subsection (f).
(3) A person whose approval is required by articles ofincorporation authorized under IC 23-17-17-1 for anamendment to the articles of incorporation or bylaws mustapprove the proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must beapproved by a majority of the directors in office at the timedissolution is approved. The corporation shall provide notice todirectors of a director's meeting where an approval for dissolutionwill be sought under IC 23-17-15-3. The notice must state that thepurpose of the meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submissionof the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or notentitled to vote, of the proposed members' meeting underIC 23-17-10-5. The notice must state that the purpose of the meetingis to consider dissolving the corporation. (f) Unless articles of incorporation or a board of directors actingunder subsection (d) require a greater vote or a vote by votinggroups, the proposal to dissolve to be adopted must be approved bythe members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporationmust give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.
(3) IC 32-34-1-25.
As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994,SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75.
IC 23-17-22-3
Articles of dissolution; contents
Sec. 3. (a) After a dissolution is authorized, the corporation maydissolve by delivering to the secretary of state articles of dissolutionsetting forth the following:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A statement that dissolution was approved by a sufficientvote of the board of directors.
(4) If approval of members was not required, a statement to thateffect and a statement that dissolution was approved by asufficient vote of the board of directors or incorporators.
(5) If approval by members was required, the following:
(A) The designation, number of memberships outstanding,number of votes entitled to be cast by each class entitled tovote separately on dissolution, and number of votes of eachclass indisputably voting on dissolution.
(B) The total number of:
(i) votes cast for and against dissolution by each classentitled to vote separately on dissolution; or
(ii) undisputed votes cast for dissolution by each class anda statement that the number cast for dissolution by eachclass was sufficient for approval by that class.
(6) If approval of dissolution was by a person other than themembers, a statement that approval under section 2(b)(3) of thischapter was obtained.
(b) A corporation is dissolved upon the effective date of thecorporation's articles of dissolution.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-4
Revocation; authorization; articles of revocation; contents; effect
Sec. 4. (a) A corporation may revoke the corporation's dissolutionwithin one hundred twenty (120) days of the effective date of thedissolution.
(b) Revocation of dissolution must be authorized in the samemanner as the dissolution was authorized unless the authorizationpermitted revocation by action of the board of directors alone,
allowing the board of directors to revoke the dissolution withoutaction by the members or any other person.
(c) After the revocation of dissolution is authorized, a corporationmay revoke the dissolution by delivering to the secretary of state forfiling articles of revocation of dissolution, together with a copy of thecorporation's articles of dissolution, that set forth the following:
(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 incorporatorsrevoked the dissolution, a statement to that effect.
(5) If the corporation's board of directors revoked a dissolutionauthorized by the members or in conjunction with anotherperson, a statement that revocation was permitted by action bythe board of directors alone under that authorization.
(6) If member or third person action was required to revoke thedissolution, the information required by section 3(a)(5) and3(a)(6) of this chapter.
(d) Revocation of dissolution is effective upon the effective datespecified in the articles of revocation of dissolution.
(e) When a revocation of dissolution is effective, the revocationrelates back to and takes effect as of the effective date of thedissolution. The corporation resumes carrying on the corporation'sactivities as if dissolution had never occurred.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-5
Continued existence; winding up and liquidation; effect ofdissolution
Sec. 5. (a) A dissolved corporation continues the corporation'scorporate existence but may not carry on activities except thoseappropriate to wind up and liquidate the corporation's affairs,including the following:
(1) Preserving and protecting the corporation's assets andminimizing the corporation's liabilities.
(2) Discharging or making provision for discharging thecorporation's liabilities and obligations.
(3) Disposing of the corporation's properties that will not bedistributed in kind.
(4) Returning, transferring, or conveying assets held by thecorporation upon a condition requiring return, transfer, orconveyance that occurs by reason of the dissolution, inaccordance with the condition.
(5) Transferring, subject to any contractual or legalrequirements, the corporation's assets as provided in orauthorized by the corporation's articles of incorporation orbylaws.
(6) If the corporation is a public benefit or religious corporationand no provision has been made in the corporation's articles ofincorporation or bylaws for distribution of assets on dissolution,
transferring, subject to any contractual or legal requirement, thecorporation's assets:
(A) to a person described in Section 501(c)(3) of the InternalRevenue Code; or
(B) if the dissolved corporation is not described in Section501(c)(3) of the Internal Revenue Code, to a foreign ordomestic public benefit or religious corporation.
(7) If the corporation is a mutual benefit corporation and noprovision has been made in the corporation's articles ofincorporation or bylaws for distribution of assets on dissolution,transferring the corporation's assets to the corporation'smembers or, if the corporation has no members, to thosepersons whom the corporation holds the corporation out asbenefiting or serving.
(8) Doing any other act necessary to wind up the corporation'saffairs and liquidate the corporation's assets, including thetransfer of any escheated assets to the state underIC 23-17-30-1(b).
(b) Dissolution of a corporation does not do the following:
(1) Transfer title to the corporation's property.
(2) Subject the corporation's directors or officers to standardsof conduct different from those under this title.
(3) Change the following:
(A) Quorum or voting requirements for the corporation'sboard of directors or members.
(B) Requirements for selection, resignation, or removal ofthe corporation's directors or officers.
(C) Requirements for amending the corporation's bylaws.
(4) Prevent commencement of a proceeding by or against thecorporation in the corporation's corporate name.
(5) Abate or suspend a proceeding pending by or against thecorporation on the effective date of dissolution.
(6) Terminate the authority of a registered agent.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-6
Claims against dissolved corporation; notice to claimants;limitation of actions
Sec. 6. (a) A dissolved corporation may dispose of the knownclaims against the corporation by following the procedure describedin this section.
(b) The dissolved corporation shall notify the corporation's knownclaimants in writing of the dissolution at any time after the effectivedate of the dissolution. The written notice must do the following:
(1) Specify the amount that the dissolved corporation believeswill satisfy the claim.
(2) Inform the creditor that the creditor has the right to disputethe amount of the claim and describe the procedure fordisputing the amount of the claim.
(3) Provide a mailing address where a dispute of the amount of
the claim may be sent.
(4) State the deadline, which may not be less 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.
(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 a 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 not later than ninety(90) days after the effective date of the dissolved corporation'srejection 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 not later than ninety (90) days from theeffective date of the rejection notice.
(e) Regardless of a dispute in the amount of a claim, the dissolvedcorporation must tender to the claimant the amount of the claim setforth by the dissolved corporation in the notice of claim not later thanthirty (30) days after the earlier 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.179-1991, SEC.1.
IC 23-17-22-7
Claims against dissolved corporation; notice by publication;limitation of actions; enforcement
Sec. 7. (a) A dissolved corporation may also publish notice of thecorporation's dissolution and request that persons with claims againstthe corporation present the claims in accordance with the notice.
(b) The notice must do the following:
(1) Be published one (1) time in a newspaper of generalcirculation in the county where:
(A) the dissolved corporation's principal office is or was lastlocated; or
(B) if the principal office is not located in Indiana, thecorporation's registered office is or was last located.
(2) Describe the information that must be included in a claimand provide a mailing address where the claim may be sent.
(3) State that a claim against the corporation will be barredunless a proceeding to enforce the claim is commenced within
two (2) years after publication of the notice.
(c) If a dissolved corporation publishes a newspaper notice undersubsection (b), the claim of each of the following claimants is barredunless the claimant commences a proceeding to enforce the claimagainst the dissolved corporation not later than two (2) years after thepublication date of the 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 thecorporation's undistributed assets; or
(2) if the assets have been distributed in liquidation, against aperson, other than a creditor of the corporation, to whom thecorporation distributed the corporation's property to the extentof the distributee's pro rata share of the claim or the corporationassets distributed to the person in liquidation, whichever is less.The distributee's total liability for all claims under this sectionmay not exceed the total amount of assets distributed to thedistributee.
As added by P.L.179-1991, SEC.1.