CHAPTER 10. VOLUNTARY DISSOLUTION
IC 27-1-10
Chapter 10. Voluntary Dissolution
IC 27-1-10-1
Surrender of certificate of incorporation; time; procedure
Sec. 1. With the approval in writing of the department, theincorporators named in the articles of incorporation of anycorporation organized under the provisions of this article maysurrender the certificate of incorporation and all of the corporaterights and franchises of the corporation at any time within one (1)year from the date of the issuance of the certificate and before theissuance of any of the shares of capital stock of the corporation andbefore the beginning by it of the business for which it was formed,by presenting to the secretary of state at his office, accompanied bythe fees prescribed by law, a certificate in triplicate, signed andverified by the joint and several oaths of a majority of theincorporators in the form prescribed by the secretary of state,showing that no shares of the capital stock of the corporation havebeen issued and that the amount, if any, actually paid in on theshares, less any part thereof disbursed for necessary expenses, hadbeen returned to those entitled thereto, that such business has notbeen begun, that no debts remain unpaid, and that they surrender allrights and franchises.
(Formerly: Acts 1935, c.162, s.131.) As amended by P.L.252-1985,SEC.47.
IC 27-1-10-2
Submission of question of dissolution; vote of shareholders,members, or policyholders
Sec. 2. Any corporation organized under the provisions of thisarticle may liquidate its affairs and dissolve in the following manner:
(1) Whenever the board of directors by a resolution adopted by amajority vote of the members of such board shall deem it advisableto submit the question of dissolution, or whenever the board ofdirectors shall be required in writing by the holders of a majority ofthe outstanding shares of capital stock, if a stock company, or amajority of the members or policyholders, if other than a stockcompany, to submit the question of dissolution, the board of directorsshall submit the question of dissolving the company to a vote of theshareholders, members, or policyholders of a company entitled tovote in respect thereof at such meeting thereof as may be designatedin such request, or, in the absence of such request or of suchdesignation, in such resolution, the designated meeting may be anannual meeting of shareholders, members or policyholders, entitledto vote in respect thereof. If the designated meeting is an annualmeeting, notice of the submission of the question of dissolution shallbe included in the notice of such annual meeting. If the designatedmeeting is a special meeting of the shareholders, members, orpolicyholders entitled to vote in respect thereof, such special meetingshall be called by the board of directors, and notice of such meeting
shall be given at the time and in the manner as provided inIC 27-1-7-7.
(2) The question of dissolving the corporation shall be submittedto a vote of the shareholders, members, or policyholders entitled tovote in respect thereof at the meeting designated as provided in thissection, and the dissolution shall be authorized upon receiving theaffirmative votes of the holders of two-thirds (2/3) of the outstandingshares entitled to vote in respect thereof, if a stock company, or notless than two-thirds (2/3) of the members or policyholders entitled tovote, if other than a stock company. The shareholders, members, orpolicyholders of a corporation entitled to vote in respect todissolution of the corporation shall be the shareholders entitled tovote under IC 27-1-7-8 and the members or policyholders entitled tovote under IC 27-1-7-9.
(Formerly: Acts 1935, c.162, s.132.) As amended by P.L.252-1985,SEC.48.
IC 27-1-10-3
Reinsurance of noncancellable policies
Sec. 3. Nothing contained in this article shall authorize or beconstrued to authorize the dissolution of any life insurance companyor health and accident insurance company having noncancellablepolicies in force, after the same shall have commenced business,unless and until all of its policies shall have been reinsured, to thesatisfaction of the commissioner, in a solvent life insurance companyor health and accident insurance company respectively.
(Formerly: Acts 1935, c.162, s.133.) As amended by P.L.252-1985,SEC.49.
IC 27-1-10-4
Publication of notice of dissolution; payment of debts andliabilities; distribution of remaining assets; disposal of unclaimeddistributive shares
Sec. 4. Upon authorization of the dissolution, the board ofdirectors shall then proceed to:
(a) Cause a notice that the corporation is about to be dissolved tobe published at least once in a newspaper of general circulation,printed and published in the English language, in the county in whichthe principal office of the corporation is located, and at least once ina newspaper of general circulation, printed and published in theEnglish language in the city of Indianapolis, Marion County, Indiana,and to be mailed to each creditor of the corporation;
(b) Collect all of the corporate assets;
(c) Pay and discharge all of the corporate debts and liabilities; and
(d) After the expiration of a period of thirty (30) days followingthe publication and mailing of said notice, distribute the remainingcorporate assets and property among the shareholders, members orpolicyholders according to their respective interests.
In case the holders of shares or policies are unknown or shall failor refuse to accept their distributive shares in such property and
assets, or are under any disability, or can not be found, after diligentinquiry or in case the ownership of any shares or policies is indispute, the board of directors shall deposit the distributive portionsof such shares of stock or policies with the clerk of the circuit courtin the county in which the principal office is located for the use andbenefit of those who may be lawfully entitled thereto, and suchdeposit shall have the same force and effect as if payment had beenmade directly to and accepted by the persons lawfully entitledthereto. Such distributive shares shall be paid over by such clerk tosuch shareholders or policyholders, respectively, or to the lawfulowner of the shares or policies, the ownership of which has been indispute, or to their respective legal representatives, upon satisfactoryproof being made to such clerk of their respective rights thereto.
(Formerly: Acts 1935, c.162, s.134.)
IC 27-1-10-5
Articles of dissolution; contents; executions; approval
Sec. 5. The corporation shall then execute and file, in the mannerprovided in this chapter, articles of dissolution, setting forth thefollowing:
(a) The name of the corporation.
(b) The place where its principal office is located.
(c) The date of the meeting of the shareholders, members, orpolicyholders at which the dissolution was authorized and acopy of the notice of such meeting.
(d) A copy of the resolution of the shareholders, members, orpolicyholders authorizing the dissolution.
(e) The manner of its adoption and the vote by which it wasadopted.
(f) A copy of the notice published and mailed as provided inthis chapter.
(g) The names and addresses of the then existing directors andofficers of the corporation.
(h) A complete itemized list of all the corporate debts andliabilities of the corporation existing at the time of the adoptionof such resolution and thereafter incurred, and the date andmanner of payment of each such debt and liability.
(i) A complete itemized list of all the corporate assets andproperty distributed to its shareholders, members, orpolicyholders, the name of each such shareholder, member, orpolicyholder, the amount distributed to each, and the date ofdistribution.
The articles of dissolution shall be executed in triplicate originals, inthe form prescribed by the department, and signed by the presidentor a vice president and the secretary or an assistant secretary of thecorporation, and verified by the oaths of the officers signing thesame, and shall be presented in triplicate originals to the departmentat its office accompanied by the proof of publication of the noticerequired by section 4 of this chapter. The department is herebyauthorized, in its discretion, to approve or disapprove the articles of
dissolution and proof of publication. If the department shall approvethe articles of dissolution and proof of publication, it shall endorseits approval thereon as required in IC 27-1-6-8 and present the sameto the attorney general of the state of Indiana for examination. In theevent the attorney general approves the articles of dissolution andproof of publication he shall certify his approval thereon as requiredin IC 27-1-6-9 and return the same to the department when thearticles of dissolution and proof of publication have been approvedby the attorney general and returned to the department.
(Formerly: Acts 1935, c.162, s.135.) As amended by P.L.252-1985,SEC.50.
IC 27-1-10-6
Articles of dissolution; duties of secretary of state
Sec. 6. Then the department shall present the same to the secretaryof state for the state of Indiana. If the secretary of state finds that thearticles of dissolution and proof of publication conform to law heshall indorse his approval upon each of the triplicate copies of thearticles, and the proof of publication, and when all fees have beenpaid as required by law, he shall file one (1) copy of the articles ofdissolution and the proof of publication in his office and issue acertificate of dissolution to the corporation, and shall return thecertificate of dissolution to the corporation together with the two (2)remaining copies of the articles of dissolution, bearing theindorsement of his approval, to the corporation or its representatives.
(Formerly: Acts 1935, c.162, s.136.)
IC 27-1-10-7
Articles of dissolution; filing certified copies; surrender ofcertificate of authority; recording
Sec. 7. (a) The corporation shall then file a certified copy of thearticles of dissolution with the department, and present to thedepartment its certificate of authority issued or renewed underIC 27-1-6-18 for cancellation. The department shall file the certifiedcopy of the articles of dissolution and shall cancel the said certificateof authority and endorse the cancellation thereon, and return thecancelled certificate of authority to the corporation or itsrepresentatives.
(b) The corporation shall then file for record with the countyrecorder of the county in which the articles of incorporation were orshould have been recorded, as provided in IC 27-1-6-13, one (1) ofthe triplicate originals of the articles of dissolution bearing theendorsement of the approval of the secretary of state as provided forin section 6 of this chapter.
(Formerly: Acts 1935, c.162, s.137.) As amended by P.L.252-1985,SEC.51.
IC 27-1-10-8
Final dissolution; pending liabilities
Sec. 8. (a) Upon the issuance of the certificate of dissolution and
the recording of the articles of dissolution, as provided in section 7of this chapter, the corporation shall be dissolved and its existenceshall cease.
(b) The dissolution of any corporation in accordance with theprovisions of this article shall not take away or impair any remedyagainst such corporation, its directors, officers, or shareholders, forany liability incurred by the corporation previous to its dissolution ifsuit is brought and service of process is had, as provided by the lawsof this state, within two (2) years after the date of such dissolution.
(Formerly: Acts 1935, c.162, s.138.) As amended by P.L.252-1985,SEC.52.