IC 28-1-8
    Chapter 8. Sale of Banks, Trust Companies, and Building andLoan Associations

IC 28-1-8-0.5
"Corporation" defined
    Sec. 0.5. As used in this chapter, "corporation" means:
        (1) a bank;
        (2) a trust company;
        (3) a corporate fiduciary;
        (4) a savings bank;
        (5) a savings association; or
        (6) an industrial loan and investment company that maintainsfederal deposit insurance.
As added by P.L.171-1996, SEC.6. Amended by P.L.192-1997,SEC.3; P.L.79-1998, SEC.40.

IC 28-1-8-1
Authorizations; general procedure
    Sec. 1. Any bank, trust company, corporate fiduciary, savingsbank organized after December 31, 1992, bank of discount anddeposit, or building and loan association may sell, lease, exchange,or otherwise dispose of all or substantially all of its property andassets, including good will, by complying with the provisions of thischapter.
(Formerly: Acts 1933, c.40, s.137.) As amended by P.L.263-1985,SEC.37; P.L.122-1994, SEC.73; P.L.262-1995, SEC.26.

IC 28-1-8-2
Resolution proposing sale or other disposition; direction forsubmission to shareholders
    Sec. 2. A sale, lease, exchange, or other disposition described insection 1 of this chapter must first be proposed by the board ofdirectors by the adoption of a resolution that:
        (1) sets forth the terms and conditions of the sale, lease,exchange, or other disposition; and
        (2) directs that the proposed disposition be submitted to a voteof the stockholders at the annual meeting or a special meeting.
The meeting shall be called by the resolution and notice of themeeting shall be given in the manner provided in IC 28-13-5-8.
(Formerly: Acts 1933, c.40, s.138.) As amended by P.L.263-1985,SEC.38; P.L.14-1992, SEC.75; P.L.122-1994, SEC.74.

IC 28-1-8-3
Submission of resolution to department; approval
    Sec. 3. (a) Before a proposed disposition described in section 1 ofthis chapter is submitted to a vote of the shareholders, the resolutionproposing the disposition shall be submitted for the approval of thedepartment.
    (b) The department may approve a resolution if the corporation

has and will have assets in excess of the corporation's liabilities andeither of the following applies:
        (1) The corporation intends to merge out of existence underIC 28-1-7-1.
        (2) The corporation intends to voluntarily dissolve underIC 28-1-9.
    (c) If the department approves a resolution submitted under thissection, the department shall:
        (1) write or stamp on the resolution:
            (A) the words "Approved by the Department of FinancialInstitutions of the State of Indiana"; and
            (B) the date of the approval; and
        (2) place the impression of the seal of the department and thesignature of the director or the director's authorized designeebeneath the approval stamp.
(Formerly: Acts 1933, c.40, s.139.) As amended by P.L.263-1985,SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010,SEC.114.

IC 28-1-8-4
Submission to shareholders; vote required
    Sec. 4. If a resolution proposing a disposition described in section1 of this chapter is approved by the department, the resolution maythen be submitted to the shareholders at the annual meeting or aspecial meeting. The resolution shall be authorized upon receivingthe affirmative votes of two-thirds (2/3) of the outstanding shares.
(Formerly: Acts 1933, c.40, s.140.) As amended by P.L.122-1994,SEC.76.

IC 28-1-8-5
Dissenting shareholders
    Sec. 5. (a) The rights of dissenting shareholders in case of amerger or consolidation, as set forth in IC 28-1-7-21, apply to thesale, lease, exchange, or other disposition of the property and assetsof a corporation under this chapter. Any dissenting shareholder shallhave such rights and remedies as provided for in IC 28-1-7-21.
    (b) For purposes of the application of IC 28-1-7-21 to this chapter,the "effective date" of a sale, lease, exchange, or other dispositionunder this chapter, within the meaning of IC 28-1-7-21, shall be thedate upon which the disposition was authorized by the shareholdersof the corporation.
(Formerly: Acts 1933, c.40, s.141.) As amended by P.L.263-1985,SEC.40; P.L.122-1994, SEC.77.

IC 28-1-8-6
Purchase of assets; submission of resolution; approval ordisapproval by department; factors
    Sec. 6. (a) Subject to the approval of the department, a:
        (1) bank;
        (2) trust company;        (3) corporate fiduciary;
        (4) savings bank; or
        (5) savings association;
may purchase all or substantially all of the assets of one (1) or morecorporations that are organized or reorganized under the laws of anystate (as defined in IC 28-2-17-19) or the United States.
    (b) After the board of directors of a corporation agrees topurchase all or substantially all of the assets of one (1) or morecorporations, the board resolution approving the purchase and anapplication in the form prescribed by the director of the departmentmust be submitted for approval by the department.
    (c) The department, in its discretion, may approve or disapprovean application and board resolution submitted under subsection (b).In deciding whether to approve or disapprove the board resolutionand application, the department shall consider the following factors:
        (1) Whether the institutions subject to the proposed transactionare operated in a safe, sound, and prudent manner.
        (2) Whether the financial condition of any institution subject tothe proposed transaction will jeopardize the financial stabilityof any other institutions subject to the proposed transaction.
        (3) Whether the proposed transaction under this chapter willresult in an institution that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
        (4) Whether the management or other principals of theinstitution that will result from the proposed transaction underthis chapter are qualified by character and financialresponsibility to control and operate in a legal and propermanner the resulting institution.
        (5) Whether the public convenience and advantage will beserved by the resulting institution after the proposedtransaction.
        (6) Whether the institutions subject to the proposed transactionunder this chapter furnish all of the information the departmentrequires in reaching the department's decision.
    (d) The approval of the department of the purchase of all orsubstantially all of the assets of one (1) or more corporations is notrequired under this section if the resulting corporation is acorporation organized or reorganized under the laws of:
        (1) a state (as defined in IC 28-2-17-19) other than Indiana; or
        (2) the United States.
As added by P.L.171-1996, SEC.7. Amended by P.L.79-1998,SEC.41.