IC 28-1-9
    Chapter 9. Voluntary Dissolution of Banks, Trust Companies, andBuilding and Loan Associations

IC 28-1-9-1
Surrender of corporate rights before commencement of business;certificate of incorporators
    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, hasbeen 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 1933, c.40, s.142.) As amended by P.L.263-1985,SEC.41.

IC 28-1-9-2
Authority to liquidate and dissolve; resolution; submission toshareholders; vote required
    Sec. 2. Any bank, trust company, corporate fiduciary, savingsbank organized after December 31, 1992, bank of discount anddeposit, or savings association may liquidate its affairs and dissolvein the manner prescribed in this chapter. Whenever the board ofdirectors, by a resolution adopted by a majority vote of the membersof such board, shall deem it advisable to submit the question ofdissolution, or whenever the board of directors shall be requested inwriting by the holders of a majority of the outstanding shares ofcapital stock to submit the question of dissolution, the board ofdirectors shall submit the question of dissolving the corporation to avote of the shareholders of the corporation entitled to vote at suchmeeting as may be designated in such request, or, in the absence ofsuch request or of such designation, in such resolution. Thedesignated meeting may be an annual or a special meeting of theshareholders. If the designated meeting is an annual meeting, noticeof the question of dissolution shall be included in the notice of theannual meeting. If the designated meeting is a special meeting of theshareholders, such special meeting shall be called by the board ofdirectors, and notice of such meeting shall be given at the time and

in the manner provided in IC 28-13-14-6. The dissolution shall beauthorized, subject to the provisions of section 3 of this chapter,upon receiving the affirmative votes of the holders of two-thirds(2/3) of the outstanding shares of stock of the corporation unless thecorporation is a savings association authorized to dissolve by theprovisions of this section, in which case the affirmative votes of theholders of a majority of the outstanding shares of stock shall besufficient and dissolution shall thereby be authorized.
(Formerly: Acts 1933, c.40, s.143.) As amended by P.L.263-1985,SEC.42; P.L.14-1992, SEC.77; P.L.122-1994, SEC.78;P.L.262-1995, SEC.27; P.L.79-1998, SEC.42.

IC 28-1-9-3
Examinations; departmental approval of liquidation
    Sec. 3. After the resolution submitting the question of dissolvingthe corporation shall have been adopted by the board of directors,such resolution shall be submitted to and shall be approved by thedepartment before such resolution is submitted to a vote of theshareholders of such corporation. Upon the filing of such resolution,the department shall cause an examination to be made of the businessand affairs of such corporation. If the department shall find, fromsuch examination, that such corporation is solvent or that it hassufficient assets with which to pay all of its depositors and all of itsother liabilities, it may enter an order in writing approving thedissolution of such corporation and authorizing the board of directorsof such corporation to submit the question of dissolving suchcorporation to the shareholders, in the manner prescribed in thisarticle. If the department shall find, from such examination, that suchcorporation is in an unsound or unsafe condition or has otherwiseviolated the provisions of IC 28-1-3.1-2, it may enter an order, inwriting, disapproving of the voluntary dissolution of suchcorporation, and the department shall thereupon take possession ofthe business and property of such corporation and proceed toliquidate such corporation in the manner prescribed in and subject tothe provisions of IC 28-1-3.1.
(Formerly: Acts 1933, c.40, s.144.) As amended by P.L.263-1985,SEC.43.

IC 28-1-9-4
Restrictions on dividends and business pending payment of debtsand liabilities
    Sec. 4. After the vote of the shareholders shall have been taken,as hereinbefore provided, no dividend or profits shall be paid to theshareholders, nor shall any part of the capital be withdrawn by orpaid to the shareholders, in any manner whatsoever, nor shall suchcorporation transact any business whatsoever except such as may benecessary or incidental to its dissolution, until all of the debts andliabilities of the corporation of every kind are fully paid.
(Formerly: Acts 1933, c.40, s.145.)
IC 28-1-9-5
Liquidating agent; appointment; powers
    Sec. 5. Upon the authorization of the dissolution by theshareholders, the board of directors, with the approval of thedepartment, shall appoint one (1) or more liquidating agents, andtheir successors, designated as "agent" in this chapter, to act for andon behalf of the corporation, which agent shall have the power andauthority to liquidate such corporation subject to such limitations asmay be imposed by the board of directors not inconsistent with theprovisions of this article. Such agent shall proceed to:
        (a) cause a notice that the corporation is about to be dissolvedto be published once in a newspaper of general circulation inthe county in which the principal office of the corporation islocated;
        (b) dispose of all trust property as prescribed in section 7 of thischapter, and all property of the kind described inIC 28-1-3.1-14, in the same manner as a receiver is authorizedto dispose of such property;
        (c) collect all of the corporate assets and, for that purpose, maybring all actions, in his own name, that are necessary;
        (d) enforce and collect, in his own name, the liability imposedby law upon shareholders, in the same manner and to the sameextent as a receiver is authorized to enforce and collect suchliability upon involuntary liquidation, as provided inIC 28-1-3.1-15;
        (e) pay and discharge all of the corporate debts and liabilities inthe same manner as is prescribed for a receiver in IC 28-1-3.1-6;and
        (f) distribute the remaining corporate assets and property amongthe shareholders or such other persons as may be designated inthe articles of incorporation, according to their respectiveinterests, after the provisions of subdivisions (a) through (e) ofthis section shall have been fully complied with.
(Formerly: Acts 1933, c.40, s.146.) As amended by P.L.263-1985,SEC.44.

IC 28-1-9-6
Liquidating agent; authority
    Sec. 6. (a) The agent shall have the right and authority to collectall debts, dues, claims, and demands belonging to such corporation,and upon order of the court wherein the statement of all debts andliabilities of such corporation shall have been or may be filed, andupon such terms and conditions as shall be fixed by such court, theagent may:
        (1) sell or otherwise dispose of all or any part of the assets andproperty, including real estate, at public or private sale afternotice;
        (2) compound all bad or doubtful debts, dues, claims, anddemands or sell or otherwise dispose of the same at public orprivate sale after notice; and        (3) compromise all claims and demands against suchcorporation.
    (b) The agent may prosecute, defend, or participate in any and allactions which were pending against the corporation when he wasappointed and may likewise defend any action instituted thereafter.The agent shall, in the name of the corporation and on its behalf,execute, acknowledge, and deliver all deeds, conveyances,assignments, releases, or other instruments necessary and proper toeffect any sale, lease, or transfer of real estate or personal propertyor to carry into effect any power conferred or duty imposed by thisarticle. All such instruments shall be sealed with the corporate seal.
(Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24.) As amendedby P.L.263-1985, SEC.45.

IC 28-1-9-7
Trust and fiduciary property; disposition
    Sec. 7. If, at the time of liquidation such corporation shall holdany property, real or personal, in trust for any individual orcorporation under or by virtue of any trust instrument, the agent shallconvey, assign, and deliver such property to the successor trusteenamed in the trust instrument under which such property is held, orif no successor trustee be named therein, to such individual or to abank or trust company or corporate fiduciary that is qualified toexercise trust powers as may be designated in writing by thebeneficiaries of such trust, or if no such designation is made afterwritten notice to the beneficiaries, or if the beneficiaries areotherwise incompetent to designate a successor trustee, then to suchindividual or to such bank or trust company or corporate fiduciarythat is qualified to exercise trust powers as may be appointed by thecircuit, probate, or other court having jurisdiction of trusts in thecounty where the principal office of such corporation is located. Noperson eighteen (18) years of age or older shall be deemedincompetent by virtue of his age to name a successor trustee. If anysuch corporation, at the time of liquidation, shall be acting asadministrator, executor, guardian, receiver or in any other fiduciarycapacity under the appointment of any court, the agent shall convey,assign, and deliver all of the property of such trust and all of suchtrust business, to such individual or to such bank or trust company orcorporate fiduciary that is qualified to execute trusts, as may beappointed by the court having jurisdiction of such trust, upon theorder and direction of such court.
(Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2.) Asamended by P.L.262-1995, SEC.28.

IC 28-1-9-8
Petition of liquidating agent; statement of debts and liabilities;recommendations as to claims; suspension of creditor's right ofaction on claims
    Sec. 8. Within sixty (60) days after such dissolution has beenauthorized by the shareholders, the agent shall file with the clerk of

the circuit, superior or probate court of the county in which suchcorporation has its principal place of business, a verified petition, induplicate, which shall contain a complete statement of all debts andliabilities of such corporation, whether to creditors or shareholderssetting forth the name and address of each creditor, and/orshareholder and the nature and amount of each claim, as disclosed bythe books of such corporation, or otherwise coming to the knowledgeof such agent, together with the recommendations of such agent asto the allowance or disallowance of such claims, but in making suchrecommendations, such agent shall not determine or recommend anypreferences or priorities as to any claim or claims. The agent shallalso file one (1) copy of such petition in the office of the departmentand retain one (1) copy thereof at the principal office of thecorporation for inspection by creditors, shareholders or other personsinterested. Upon the filing of such petition the same shall bedocketed as a cause of action upon the records of the court whereinsuch petition is filed and thereupon such court shall be vested withexclusive jurisdiction to hear and determine all issues and matterspertaining to or connected with the allowance, disallowance andpayment of claims against such corporation. No creditor or otherperson shall have any claim or any right to bring an action in anycourt upon any claim or to assert any right against such corporationafter such dissolution has been authorized by the shareholders andbefore the date fixed for the filing of such petition with the clerk ofsuch court.
(Formerly: Acts 1933, c.40, s.149.)

IC 28-1-9-9
Notice to creditors
    Sec. 9. Upon the filing of such petition, the agent may, by mail,notify each creditor and/or shareholder whose name appears in thepetition of the amount for which his claim was recommended forallowance, without priority, and shall, in such notice, specify the datethat shall have been fixed by the court, not less than sixty (60) daysfrom the date of such notice, within which all creditors and/orshareholders who may be dissatisfied with the recommendations ofthe agent as to the allowance or disallowance of claims may appearin court, and, by petition, assert their claims or any priorities thereon.At the same time the agent shall also give notice by publication, onceeach week, for three (3) successive weeks, in some newspaper ofgeneral circulation, printed or circulated in the county where theliquidation proceedings are pending that the petition and therecommendations as to the allowance or disallowance of claims hasbeen filed with the court and specifying the date that shall have beenfixed by the court, not less than sixty (60) days from the date of suchnotice, within which any creditors, shareholders or other personsinterested, may appear, and, by petition filed in the court, assert anyclaims or priorities thereon or object to the allowances ordisallowances recommended by such agent.
(Formerly: Acts 1933, c.40, s.150.)
IC 28-1-9-10
Creditor's petition asserting claim; priority or opposition to otherclaims; failure to appear; effect of liquidating agent's failure topetition
    Sec. 10. Within the time fixed by the notice, any creditor,shareholder or other person interested may, by verified petition filedin the court, assert his claim, or any priority thereon, or oppose theallowance, of any claims appearing upon the statement, or assertedby any other creditor or shareholder and the agent or any creditor,shareholder or other person interested, within such time as may havebeen fixed by the court, may oppose the allowance with or withoutpriority of the claims asserted by any creditor or shareholder. Thecourt may, upon good cause shown, extend the time for the filing ofany petition or objection by any person for the allowance ordisallowance of any claim herein referred to. Any creditor orshareholder who fails to appear and file his petition as is providedwithin the time fixed by the notice or by any extension granted by thecourt shall be forever barred from asserting any claim different fromthat recommended by the agent or from asserting any claim orpriority, and from contesting or opposing the allowance, with orwithout priority, of any claim asserted by any creditor. If such agentshall not file a petition, as hereinbefore prescribed in this section,within sixty (60) days after the dissolution shall have beenauthorized, any creditor or other person asserting any claim againstor any right, title or interest in and to the assets of such corporationmay bring an action founded on such claim or other right in thecircuit or superior court of the county in which the principal officeof such corporation is located. If such petition shall have been filedon or before the date fixed for the filing of such petition with theclerk of the circuit, superior or probate court all creditors or otherpersons asserting any claim or other right against such corporationshall enforce such claim or other right pursuant to the provisionsprescribed in this section and not otherwise.
(Formerly: Acts 1933, c.40, s.151.)

IC 28-1-9-11
Unclaimed distributive portions
    Sec. 11. In case depositors or other creditors or the holders ofshares of any such corporation are unknown or shall fail or refuse toaccept their distributive shares in the property and assets of suchcorporation, or are under any disability, or cannot be found afterdiligent inquiry, upon the final settlement of the liquidation, theliquidating agent shall treat the property as unclaimed property andcomply with IC 32-34-1.
(Formerly: Acts 1933, c.40, s.152; Acts 1937, c.33, s.15.) Asamended by P.L.35-2010, SEC.115.

IC 28-1-9-12
Authority to borrow
    Sec. 12. After the authorization of the dissolution of such

corporation, the board of directors is hereby authorized to borrowmoney and to secure the payment thereof, in the same manner and tothe extent that a receiver may borrow money and secure the paymentthereof when any financial institution is in involuntary liquidation,as provided in IC 28-1-3.1-6.
(Formerly: Acts 1933, c.40, s.153.) As amended by P.L.263-1985,SEC.46.

IC 28-1-9-13
Articles of dissolution; execution and filing; contents
    Sec. 13. Upon the completion of the dissolution, the corporationshall execute and file, in the manner hereinafter provided, articles ofdissolution, setting forth the following:
    (a) The name of the corporation;
    (b) The place where its principal office is located;
    (c) The date of the meeting of the shareholders at which thedissolution was authorized, and a copy of the notices of suchmeeting;
    (d) A copy of the resolution of the shareholders authorizing thedissolution;
    (e) The manner of its adoption and the vote by which adopted;
    (f) A copy of the notice published as hereinabove provided;
    (g) The names and addresses of the then existing directors andofficers of the corporation;
    (h) A copy of the order of the department authorizing thedissolution of such corporation;
    (i) A brief summary showing the manner in which the corporatedebts and liabilities were disposed of or paid; and
    (j) A complete itemized list of all of the corporate assets andproperty distributed to its shareholders, the name of each suchshareholder, the amount distributed to each, and the date ofdistribution.
(Formerly: Acts 1933, c.40, s.154; Acts 1937, c.33, s.16.)

IC 28-1-9-14
Articles of dissolution; presentation to department and to secretaryof state
    Sec. 14. The articles of dissolution shall be executed in triplicate,in the form prescribed by the department, by the president or avice-president and by the secretary or cashier of the corporation, andshall be verified by the oaths of the officers signing such articles, andshall be presented in triplicate to the department as (and) to thesecretary of state, at their offices, as hereinafter provided,accompanied by an affidavit of the publisher of the newspaperwherein the notice of dissolution was published, as hereinbeforeprovided, as to the publication of such notice, and by the feesprescribed by law.
(Formerly: Acts 1933, c.40, s.155.)

IC 28-1-9-15 Articles of dissolution; approval by department
    Sec. 15. After the articles of dissolution shall have been executedand before they are presented to the secretary of state, they shall firstbe presented to the department. If the department finds that thearticles of dissolution conform to law, it shall approve such articles,and its approval shall be evidenced in the manner prescribed inIC 28-12-5.
(Formerly: Acts 1933, c.40, s.156.) As amended by P.L.263-1985,SEC.47; P.L.14-1992, SEC.78.

IC 28-1-9-16
Certificate of incorporators or articles of dissolution; approval bysecretary of state; filing; certificate of dissolution
    Sec. 16. Upon presentation of the certificate of the incorporators,as provided in section 1 of this chapter, or of the articles ofdissolution and proof of publication, as provided in section 14 of thischapter, the secretary of state, if he finds that it or they conform tolaw, shall endorse his approval upon each of the triplicate copies ofthe certificate or articles, as the case may be, and, when all fees shallhave been paid as required by law, shall file one (1) copy of thecertificate or articles and the accompanying proof of publication inhis office, and shall issue a certificate of dissolution to thecorporation, and shall return the certificate of dissolution to thecorporation, together with two (2) copies of the certificate of theincorporators or articles of dissolution, as the case may be, bearingthe endorsement of his approval.
(Formerly: Acts 1933, c.40, s.157.) As amended by P.L.263-1985,SEC.48.

IC 28-1-9-17
Certificate of incorporators or articles of dissolution; recording
    Sec. 17. The corporation shall then file for record with the countyrecorder of the county or counties in which the articles ofincorporation were or should have been recorded, as provided inIC 28-12-8, one (1) of the triplicate copies of the certificate of theincorporators or of the articles of dissolution bearing theendorsement of the approval of the secretary of state as provided insection 16 of this chapter.
(Formerly: Acts 1933, c.40, s.158.) As amended by P.L.263-1985,SEC.49; P.L.14-1992, SEC.79.

IC 28-1-9-18
Termination of corporate existence; existing liabilities
    Sec. 18. (a) Upon the issuance of the certificate of dissolution andthe recording of the certificate of the incorporators or the articles ofdissolution, as the case may be, as provided in section 17 of thischapter, the corporation shall be dissolved and its existence shallcease.
    (b) The dissolution of any corporation in accordance with theprovisions of this section shall not take away or impair any remedy

against such corporation, its directors, officers, or shareholders forany liabilities incurred by the corporation previous to its dissolutionif suit is brought and service of process is had, as provided by thelaws of this state, within two (2) years after the date of suchdissolution.
(Formerly: Acts 1933, c.40, s.159.) As amended by P.L.263-1985,SEC.50.

IC 28-1-9-19
Expired corporations; continuation for purposes of liquidation
    Sec. 19. Every corporation whose term of existence, as fixed bythe articles of incorporation, has expired shall continue its corporatecapacity for two (2) years for the purpose of liquidating its affairsand distributing its assets to its shareholders, after paying all of itsliabilities, and for no other purpose. For such purpose, every suchcorporation shall use its corporate name and shall be capable ofprosecuting and defending actions and suits at law or in equity.
(Formerly: Acts 1933, c.40, s.160.)

IC 28-1-9-20
Pending liquidations; acceptance of chapter
    Sec. 20. Any bank of discount and deposit, loan and trust and safedeposit company, or building and loan association organized underthe provisions of any statute enacted prior to February 24, 1933,which is in voluntary liquidation on February 24, 1933, pursuant toany statute of this state may accept the provisions of this chapter andcontinue the liquidation of such corporation pursuant to the termsand provisions of this chapter.
(Formerly: Acts 1933, c.40, s.161.) As amended by P.L.263-1985,SEC.51.