CHAPTER 9. MERGER, CONSOLIDATION, AND REINSURANCE
IC 27-1-9
Chapter 9. Merger, Consolidation, and Reinsurance
IC 27-1-9-1
Authority to merge, consolidate, or reinsure
Sec. 1. Subject to the provisions of this article and IC 27-6-1.1,any domestic corporation is authorized and empowered to:
(1) merge or consolidate with any other domestic company;
(2) merge or consolidate with any foreign company, includingany foreign company organized as a stock, mutual, nonstock,nonprofit, fraternal benefit, mutual benefit, or medical orhospital service company under the insurance or other laws ofthe foreign company's state of domicile, if the survivingcompany meets the requirements for authorization to engage inthe insurance business in this state, and provided such mergeror consolidation is authorized by the laws of the state, orterritory in which such foreign company is organized;
(3) subject to the requirements of IC 27-6-1.1-5, reinsure underan agreement of assumption reinsurance all or a portion of itsrisks with another domestic company or with any foreign oralien company authorized to engage in the insurance businessin this state; and
(4) subject to the requirements of IC 27-6-1.1-5, reinsure underan agreement of assumption reinsurance all or a portion of therisks of another domestic company or of a foreign or aliencompany whether such company is or is not authorized toengage in the insurance business in this state.
(Formerly: Acts 1935, c.162, s.114; Acts 1941, c.115, s.1; Acts 1969,c.164, s.2.) As amended by P.L.260-1983, SEC.2; P.L.185-1997,SEC.3.
IC 27-1-9-2
Effect of article on corporate powers and kinds of business
Sec. 2. Nothing contained in this chapter shall be construed toenlarge the corporate powers of any insurance company, nor toauthorize any insurance company to engage in any kind or kinds ofinsurance business not authorized by its articles of incorporation, norto authorize any foreign insurance company to engage in any kind orkinds of insurance business in this state not covered by its certificateof authority to do business in this state.
(Formerly: Acts 1935, c.162, s.115.) As amended by P.L.252-1985,SEC.40.
IC 27-1-9-2.5
Definitions relating to merger
Sec. 2.5. (a) As used in section 3 of this chapter, "participatingshares" means shares that entitle the shareholders to participatewithout limitation in distributions.
(b) As used in section 3 of this chapter, "voting members" meansmembers or policyholders entitled to vote unconditionally in the
election of directors.
(c) As used in section 3 of this chapter, "voting shares" meansshares that entitle the shareholders to vote unconditionally in theelection of directors.
As added by P.L.185-1997, SEC.4.
IC 27-1-9-3
Procedure for merger
Sec. 3. (a) Any domestic corporation may merge with any othercorporation or corporations, subject to the provisions of sections 1and 2 of this chapter, in the following manner. The board of directorsof each corporation shall, by a resolution adopted by a majority voteof the members of such board, approve a joint agreement of mergersetting forth:
(1) the names of the corporations proposed to merge, and thename of the corporation into which they propose to merge,which is designated in this section as the surviving corporation;
(2) the terms and conditions of the proposed merger and themode of carrying the same into effect;
(3) the manner and basis, if any, of converting the shares ofeach stock corporation, other than the surviving corporation intoshares or other securities or obligations of the survivingcorporation, or, in whole or in part, into cash, property, shares,or other securities or obligations of any corporation;
(4) a restatement of such provisions of the articles ofincorporation of the surviving corporation as may be deemednecessary or advisable to give effect to the proposed merger;and
(5) such other provisions with respect to the proposed mergeras are deemed necessary or desirable.
Unless shareholder, member, or policyholder approval is not requiredby subsection (i), the resolution of the board of directors of eachcorporation approving the agreement shall direct that the agreementbe submitted to a vote of the shareholders, members, or policyholdersof such corporation entitled to vote in respect thereof at a designatedmeeting thereof, which may be an annual meeting of shareholders,members, or policyholders, or a special meeting of the shareholders,members, or policyholders entitled to vote in respect thereof. If thedesignated meeting of any corporation at which the agreement is tobe submitted is an annual meeting, notice of the submission of theagreement shall be included in the notice of such annual meeting. Ifthe designated meeting of any corporation at which the agreement isto be submitted is a special meeting of the shareholders, members, orpolicyholders entitled to vote in respect thereof, such special meetingshall be called by the resolution designating the meeting, and noticeof such meeting shall be given at the time and in the manner providedin IC 27-1-7-7.
(b) Unless shareholder, member, or policyholder approval is notrequired by subsection (i), the agreement of merger so approved shallbe submitted to a vote of the shareholders, members, or policyholders
of each corporation entitled to vote in respect thereof at the meetingdirected by the resolution of the board of directors of suchcorporation approving the agreement, and the agreement shall beadopted by such corporation upon receiving the affirmative vote ofsuch proportion of the shareholders, members, or policyholders asprovided in section 8 of this chapter.
(c) Unless shareholder, member, or policyholder approval is notrequired by subsection (i), within five (5) days after the agreementof merger shall be adopted by any corporation, the secretary of suchcorporation shall mail or deliver a written or printed notice of theadoption of the agreement to each shareholder, member, orpolicyholder of record of such corporation who was not present inperson or represented by proxy at the meeting at which theagreement was adopted. And the corporation shall file an affidavitwith the department, signed by the president and secretary of suchcorporation, that such notice was given.
(d) Unless shareholder, member, or policyholder approval is notrequired by subsection (i), any shareholder, member, or policyholderof any such corporation who did not vote in favor of the adoption ofthe agreement of merger may object to such merger in the mannerand with the effect provided in sections 9 and 10 of this chapter.
(e) Unless shareholder, member, or policyholder approval is notrequired by subsection (i), as soon as practicable after the expirationof a period of thirty (30) days after the adoption of the agreement ofmerger by the shareholders, members, or policyholders of that one(1) of the merging corporations which is the last, in point of time, toadopt the same, the agreement shall again be considered by the boardof directors of each corporation a party thereto, at a regular or specialmeeting of such board, and if the board of directors of each suchcorporation, by a majority vote of the members of such board, shallagain approve the agreement and shall authorize the executionthereof, the agreement shall be signed on behalf of each suchcorporation by its president or a vice president and its secretary or anassistant secretary and shall have the corporate seal of each suchcorporation thereto affixed.
(f) Upon the execution of the agreement of merger by all of thecorporations parties thereto, there shall be executed and filed, in themanner provided in this section, articles of merger setting forth theagreement of merger, the signatures of the several corporationsparties thereto, the manner of its adoption, and the vote, if any, bywhich adopted by each of such corporations. The articles of mergershall be signed on behalf of each such corporation by its president ora vice president and its secretary or an assistant secretary, andacknowledged before a notary public by the officers signing thesame, in such multiple copies as shall be required to enable thecorporations to comply with the provisions of this chapter withrespect to filing and recording the articles of merger, and shall thenbe presented to the department at its office. The department is herebyauthorized to approve or disapprove the articles of merger. In theevent that the department shall approve the articles of merger, it shall
endorse its approval thereon in the manner provided in IC 27-1-6-8,and it shall present the same to the secretary of state of the state ofIndiana at his office.
(g) Upon the presentation of the articles of merger, the secretaryof state, if he finds that they conform to law, shall endorse hisapproval on each of the multiple copies of the articles and, when allfees have been paid as required by law, shall file one (1) copy of thearticles of merger in his office and issue a certificate of merger andshall return the remaining copies of the articles bearing theendorsement of his approval, together with the certificate of merger,to the surviving corporation or its representatives.
(h) The surviving corporation shall obtain a certified copy of thecertificate of merger from the secretary of state and file the samewith the department, accompanied by a copy of the articles of mergerbearing the endorsement and approval of the secretary of state.
(i) If a domestic corporation is the surviving corporation, actionby the shareholders, members, or policyholders is not required if thearticles of incorporation of the surviving corporation will not differ(except for amendments enumerated in IC 27-1-8-3(b)) from itsarticles before the merger and:
(1) if the corporation is a stock corporation:
(A) each shareholder of the surviving corporation whoseshares were outstanding immediately before the merger willhold the same proportionate number of shares relative to thenumber of shares held by all shareholders (except for sharesof the surviving corporation received solely as a result of theshareholder's proportionate shareholdings in the othercorporations participating in the merger) with identicaldesignations, preferences, limitations, and relative rights,immediately after the merger;
(B) the number of voting shares outstanding immediatelyafter the merger, including the number of voting sharesissuable as a result of the merger (either by the conversionof securities issued under the merger or the exercise of rightsand warrants issued under the merger), will not exceed bymore than twenty percent (20%) the total number of votingshares (adjusted to reflect any forward or reverse share splitthat occurs under the plan of merger) of the survivingcorporation outstanding immediately before the merger; and
(C) the number of participating shares outstandingimmediately after the merger, including the number ofparticipating shares issuable as a result of the merger (eitherby conversion of securities issued under the merger or theexercise of rights and warrants issued under the merger),will not exceed by more than twenty percent (20%) the totalnumber of participating shares (adjusted to reflect anyforward or reverse share split that occurs under a plan ofmerger) outstanding immediately before the merger; or
(2) if the surviving corporation is an insurance company otherthan a stock corporation: (A) each member or policyholder of the survivingcorporation will retain the same contractual and other rightsto which the member or policyholder was entitled before themerger; and
(B) the number of votes of voting members immediatelyafter the merger, including the number of votes of votingmembers added as a result of the merger, will not exceed bymore than twenty percent (20%) the total number of votes ofvoting members of the surviving corporation immediatelybefore the merger.
(Formerly: Acts 1935, c.162, s.116; Acts 1973, P.L.272, SEC.1.) Asamended by P.L.252-1985, SEC.41; P.L.185-1997, SEC.5.
IC 27-1-9-4
Procedure for consolidation
Sec. 4. Any domestic corporation may consolidate with any othercorporation or corporations, subject to the provisions of sections 1and 2 of this chapter, in the following manner:
(a) Agreement of Consolidation. The board of directors of eachcorporation shall, by a resolution adopted by a majority vote of themembers of such board, approve a joint agreement of consolidationsetting forth:
(1) The names of the corporations proposing to consolidate, andthe name of the new corporation into which they proposed toconsolidate, which is hereinafter designated as the new corporation;
(2) The terms and conditions of the proposed consolidation andthe mode of carrying the same into effect;
(3) The manner and basis, if any, of converting the shares of eachstock corporation into shares of other securities or obligations of thenew corporation, or, in whole or in part, into cash, property, shares,or other securities or obligations of any other corporation;
(4) With respect to the new corporation, all of the statementsrequired by IC 1971, 27-1-6-4 to be set forth in original articles ofincorporation for corporations formed under this article; and
(5) Such other provisions with respect to the proposedconsolidation as are deemed necessary or desirable;
(b) Adoption of Agreement. The agreement of consolidation shallthen be submitted to a vote of the shareholders, members orpolicyholders entitled to vote in respect thereof of each corporationin the same manner as provided in section 3 of this chapter and thisagreement shall be adopted by such corporation upon receiving theaffirmative vote of such proportion of the shareholders, members orpolicyholders, as provided in section 8 of this chapter; and theadoption thereof by directors and by the shareholders, members orpolicyholders shall be followed by the same notice to shareholders,members or policyholders as hereinabove provided in paragraphs (a),(b) and (c) of section 3 of this chapter in case of a merger.
(c) Objections. Any shareholder, member or policyholder, of anysuch corporation who did not vote in favor of the adoption of theagreement of consolidation, may object to such consolidation in the
manner and with the effect provided in sections 9 and 10 of thischapter.
(d) Reapproval and Execution of Agreement. Upon the adoptionof the agreement of consolidation it shall again be considered by theboard of directors of each corporation a party to the agreement, and,if again approved and the execution of the agreement authorized bysuch board, the agreement shall be signed and filed, all in the samemanner and within the same time as provided in subsection (e) ofsection 3 of this chapter.
(e) Articles of Consolidation. Under the execution of theagreement of consolidation by all of the corporations parties thereto,articles of consolidation shall be executed and filed, accompanied bythe fees prescribed by law in the same manner and form and in suchmultiple copies as provided in subsection (f) of section 3 of thischapter.
(f) Certificate of Consolidation and Incorporation. Upon thepresentation of the articles of consolidation, the secretary of state, ifhe finds that they conform to law, shall indorse his approval on eachof the multiple copies of the articles, and, when all fees have beenpaid as required by law, shall file one (1) copy of the articles ofconsolidation in his office and issue a certificate of consolidation andincorporation, and shall return the remaining copies of the articlesbearing the indorsement of his approval, together with the certificateof consolidation and incorporation, to the new corporation, or itsrepresentatives.
(g) Filing Certificate. The surviving corporation shall obtain acertified copy of the certificate of consolidation and incorporationfrom the secretary of state and file the same with the department,accompanied by a copy of the articles of consolidation bearing theindorsement of the approval of the secretary of state.
(Formerly: Acts 1935, c.162, s.117; Acts 1973, P.L.272, SEC.2.)
IC 27-1-9-5
Effective time of merger or consolidation
Sec. 5. Upon the issuance of a certificate of merger or a certificateof consolidation and incorporation by the secretary of state, themerger or consolidation, as the case may be, shall be effected,subject to the rights of dissenting shareholders, members, orpolicyholders, as provided in sections 9 and 10 of this chapter.
(Formerly: Acts 1935, c.162, s.118.) As amended by P.L.252-1985,SEC.42.
IC 27-1-9-6
Recording certified copies of certificate of merger or consolidation
Sec. 6. The surviving or new corporation, as the case may be,resulting from a merger or consolidation, shall within ten (10) daysafter such merger or consolidation has become effective ashereinabove provided, file for record with the county recorder ofeach county in which the principal office of any of the corporationsparties to the agreement is located, and of each county in this state in
which any of such corporations shall have real property at the timeof such merger or consolidation the title to which will be transferredby the merger or consolidation, a certified copy of the certificate ofmerger or certificate of consolidation and incorporation, as the casemay be, accompanied by one (1) of the copies of the articles ofmerger or articles of consolidation, bearing the indorsement of theapproval of the secretary of state, as the case may be.
(Formerly: Acts 1935, c.162, s.119.)
IC 27-1-9-7
Repealed
(Repealed by P.L.260-1983, SEC.8.)
IC 27-1-9-8
Voting at meeting of shareholders, policyholders, or members;proxies; vote required
Sec. 8. At any meeting of the shareholders, members, orpolicyholders held pursuant to the resolution of the board of directorsfor the purpose of adopting an agreement of merger or consolidation,as provided for in sections 3 and 4 of this chapter, the shareholders,members, or policyholders entitled to vote in respect thereof mayvote in person or by proxy. Each shareholder entitled to vote at suchmeeting shall have one (1) vote for each share of voting stock heldby him, and each member or policyholder entitled to vote at suchmeeting shall have one (1) vote regardless of the amount of insuranceor number of policies held by him. The affirmative votesrepresenting two-thirds (2/3) of all outstanding capital stock in caseof purely stock companies, or two-thirds (2/3) of all outstandingcapital stock, if any, and two-thirds (2/3) of the votes cast by themembers or policyholders represented at the meeting in person or byproxy in the case of other companies, shall be necessary for theadoption of such proposed articles of merger or consolidation.
(Formerly: Acts 1935, c.162, s.122; Acts 1941, c.115, s.4.) Asamended by P.L.252-1985, SEC.43.
IC 27-1-9-9
Dissenting shareholders; payment of value of shares; appraisal
Sec. 9. (a) If any shareholder of any corporation a party to amerger or consolidation who did not vote in favor of such merger orconsolidation at the meeting at which the agreement of merger orconsolidation was adopted by the shareholders of such corporationshall, at any time within thirty (30) days after the filing of theaffidavit of notice of the adoption of the agreement of merger orconsolidation as provided for in sections 3 and 4 of this chapter,object thereto in writing and demand payment of the value of hisshares, the surviving or new corporation shall, in the event that themerger or consolidation shall be made effective, pay to suchshareholder upon surrender of his certificates therefor, the value ofsuch shares at the effective date of the merger or consolidation. Ifwithin thirty (30) days after such effective date, the value of such
shares is agreed upon between the shareholder and the surviving ornew corporation, as the case may be, payment therefor may be madewithin ninety (90) days after the effective date. If, within thirty (30)days after such effective date, the surviving or new corporation, asthe case may be, and the shareholder do not so agree, either suchcorporation or the shareholder may, within ninety (90) days aftersuch effective date, petition the judge of the circuit or superior courtof the county in which the principal office of the corporation islocated, to appraise the value of such shares, and payment of theappraised value thereof shall be made within sixty (60) days after theentry of the judgment or order finding such appraised value. Thepractice, procedure, and judgment in the circuit or superior courtupon such petition shall be the same, so far as practicable, as thatunder the eminent domain laws in this state, and the judgment ofsuch circuit or superior court in such matter shall be final.
(b) Upon the effective date of the merger or consolidation, anyshareholder who has made such objection and demand shall cease tobe a shareholder and shall have no rights with respect to such sharesexcept the right to receive payment therefor. Every shareholder whodid not vote in favor of such merger or consolidation and who doesnot object in writing and demand payment of the value of his sharesat the time and in the manner provided in this section shall beconclusively presumed to have assented to such merger orconsolidation.
(Formerly: Acts 1935, c.162, s.123; Acts 1941, c.115, s.5.) Asamended by P.L.252-1985, SEC.44.
IC 27-1-9-10
Hearing on petition of members or policyholders of mutualcompany in opposition to merger or consolidation; revocation ofapproval
Sec. 10. If not less than five percent (5%) of the members orpolicyholders in a mutual corporation who did not vote in favor ofsuch merger or consolidation at the meeting at which the agreementof merger or consolidation was adopted by the members orpolicyholder of such corporation shall, at any time within thirty (30)days after the filing of the affidavit of notice of the adoption of theagreement of merger or consolidation as provided for in sections 3and 4 of this chapter, file a petition with the department for a hearingupon the adoption of such agreement or merger or consolidation, thedepartment shall order a hearing upon said petition and give noticefixing the time and place of such hearing to the corporations whichare parties to the merger or consolidation fifteen (15) days before thedate of such hearing. The company whose policyholders file suchpetition shall give notice by mail to each member or policyholder ofsuch company, at least ten (10) days before such hearing. At the timeand place fixed in such notice, or at the time or times and place orplaces to which such hearing shall be adjourned, the commissionershall proceed with the hearing and make or order such examinationinto the affairs and condition of each of such corporations as he may
deem proper. The commissioner shall have the power to summon andcompel the attendance and testimony of witnesses and the productionof books and papers before him at such hearing. Any member orpolicyholder, as the case may be, of the corporation so petitioningmay appear before the commissioner and be heard with reference tosaid contract. If, upon such hearing being had, the commissioner isnot satisfied that the interests of the members or policyholders, as thecase may be, of such company are properly protected, or if he findsthat any reasonable objection exists to such contract, he shall revokethe approval already given, and the said agreement of merger orconsolidation shall thereupon become null and void. Thecommissioner shall have like power to revoke any approval of anysuch agreement of merger or consolidation if any officer, director, oremployee of either corporation party to such agreement of merger orconsolidation shall, after reasonable notice, fail or refuse to attendand testify at such hearing, or to produce any books or papers calledfor by said commissioner.
(Formerly: Acts 1935, c.162, s.124; Acts 1941, c.115, s.6.) Asamended by P.L.252-1985, SEC.45.
IC 27-1-9-11
Effect of merger or consolidation
Sec. 11. When such merger or consolidation has been effected asprovided in this chapter, the following apply:
(a) The several corporations parties to the agreement of mergeror consolidation shall be a single corporation, which shall be:
(1) in case of a merger, the surviving corporation a party tothe agreement of merger into which it has been agreed theother corporations parties to the agreement shall be merged,which surviving corporation shall survive the merger; or
(2) in case of a consolidation, the new corporation intowhich it has been agreed the corporations parties to theagreement of consolidation shall be consolidated.
(b) The separate existence of all of the corporations parties tothe agreement of merger or consolidation, except the survivingcorporation in the case of a merger, shall cease.
(c) Such single corporation shall have all of the rights,privileges, immunities, and powers and shall be subject to all ofthe duties and liabilities of a corporation organized under thisarticle.
(d) Such single corporation shall thereupon and thereafterpossess all the rights, privileges, immunities, powers, andfranchises of a public as well as of a private nature of each ofthe corporations so merged or consolidated, and all property,real, personal, and mixed, and all debts due on whateveraccount, including subscriptions to shares of capital stock, andall other choses in action and all and every other interest, of orbelonging to or due to each of the corporations so merged orconsolidated shall be taken and deemed to be transferred to andvested in such single corporation without further act or deed,
and the title to any real estate, or any interest therein, under thelaws of this state vested in any of such corporations shall notrevert or be in any way impaired by reason of such merger orconsolidation.
(e) Such single corporation shall thenceforth be responsible andliable for all the liabilities and obligations of each of thecorporations so merged or consolidated in the same manner andto the same extent as if such single corporation had itselfincurred the same or contracted therefor; any claim existing oraction or proceeding pending by or against any of suchcorporations may be prosecuted to judgment as if such mergeror consolidation had not taken place, or such single corporationmay be substituted in its place. Neither the rights of creditorsnor any liens upon the property of any of such corporationsshall be impaired by such merger or consolidation, but suchliens shall be limited to the property upon which they were liensimmediately prior to the time of such merger or consolidation,unless otherwise provided in the agreement of merger orconsolidation.
(f) In case of a merger, the articles of incorporation of thesurviving corporation shall be supplanted and superseded to theextent, if any, that any provision or provisions of such articlesshall be restated in the agreement of merger as provided bysection 3 of this chapter, and such articles of incorporation shallbe deemed to be thereby and to that extent amended; and in caseof a consolidation, the statements set forth in the agreement ofconsolidation as provided in section 4 of this chapter shall bedeemed to be articles of incorporation of the new corporationformed by such consolidation.
(Formerly: Acts 1935, c.162, s.125.) As amended by P.L.252-1985,SEC.46.
IC 27-1-9-12
Execution of articles of merger or consolidation by foreigncorporations; approval by foreign regulatory authority;appointment of commissioner as attorney for service of process onforeign corporation
Sec. 12. (a) In case of a merger or consolidation between adomestic and a foreign company, the articles of merger orconsolidation shall be regarded as executed by the proper officers ofsaid foreign company when such officers are duly authorized toexecute same through such action on the part of the directors,shareholders, members, or policyholders of said foreign company asmay be required by the laws of the state where the same isincorporated; and upon execution, said articles of merger orconsolidation shall be submitted to the commissioner of insurance orother officer at the head of the insurance department of the statewhere such foreign company is incorporated. No such merger orconsolidation shall take effect until it shall have been approved bythe insurance official of the state where said foreign company is
incorporated nor until a certificate of his approval has been filed inthe office of the department of insurance of the state of Indiana. Suchsubmission to and approval by the proper official of such other stateshall not be required unless the same are required by the laws of suchforeign state. The domestic company involved in such merger orconsolidation shall not through anything contained in this section berelieved of any of the procedural requirements enumerated in thepreceding sections of this article.
(b) No merger or consolidation between a domestic and a foreigncompany shall take effect, unless and until the surviving or newcompany, if such is a foreign company, shall file with the departmenta power of attorney appointing the commissioner and his successorsin office, the attorney for service of said foreign company, uponwhom all lawful process against said company may be served. Saidpower of attorney shall be irrevocable so long as said foreigncompany has outstanding in this state any contract of insurance, orother obligation whatsoever, and shall by its terms so provide.Service upon the commissioner shall be deemed sufficient serviceupon the company.
(Formerly: Acts 1935, c.162, s.127; Acts 1941, c.115, s.8.) Asamended by P.L.260-1983, SEC.3.
IC 27-1-9-13
Transfer of deposit covering policies assumed by foreigncorporation to foreign state
Sec. 13. If the state in which a foreign, new, surviving oraccepting company, is incorporated or organized, shall require themaintenance with any official of such state of a deposit of the legalreserve on the policies so assumed and such foreign company shallmaintain such deposit, then the commissioner is authorized to deliverto the proper custodian of such funds in the state in which the saidforeign company is incorporated or organized, such deposits as hemay hold pertaining to the policies so assumed by the new, survivingor accepting company. If a surviving, new or accepting domesticcompany assumes all or a substantial number of the risks of a foreigncompany incorporated in a state which requires the maintenance witha state official of a deposit of the legal reserve on policies soassumed, then the commissioner is hereby authorized to receive fromsuch official such deposits as he may hold pertaining to the policiesso assumed. Such surviving, new or accepting company shall, withinsixty (60) days after the transfer of such deposit, notify the holder ofevery policy secured by such transferred deposit that the transfer hasbeen made; and the president and secretary of such company shall,within thirty (30) days thereafter, file with the commissioner anaffidavit of the fact that due notification to policyholders, asprovided for herein, has been given. The amount of deposit to bemaintained from time to time for each policy on which liability isassumed shall be at least equal to the amount which would berequired in the state where such deposit has theretofore beenmaintained.(Formerly: Acts 1935, c.162, s.128.)
IC 27-1-9-14
Statement of compensation to persons securing, aiding, promoting,or assisting in merger, consolidation, or reinsurance
Sec. 14. Whenever articles of merger, consolidation orreinsurance are filed with the department, there shall also be filed acertificate, executed by the president or a vice-president and attestedby the secretary or an assistant secretary, and under the corporateseal of each of the corporations parties to the agreement of merger,consolidation and reinsurance, verified by the affidavits of all suchofficers, setting forth all fees, commissions or other compensations,or valuable considerations paid or to be paid, directly or indirectly,to any person or persons, firm or firms, limited liability company orlimited liability companies, corporation or corporations whomsoever,which in any manner secured, aided, promoted or assisted in anysuch merger, consolidation or reinsurance.
(Formerly: Acts 1935, c.162, s.129.) As amended by P.L.8-1993,SEC.412.
IC 27-1-9-15
Undisclosed compensation; violations
Sec. 15. (a) No director, officer, or member of any suchcorporation or corporations, except as fully expressed in theaffidavits described in section 14 of this chapter, may receive anymoney or other property for aiding, promoting, or assisting in sucha merger, consolidation, or reinsurance.
(b) A person who violates this section commits a Class Amisdemeanor.
(Formerly: Acts 1935, c.162, s.130.) As amended by Acts 1978,P.L.2, SEC.2709.