IC 23-1-41-1 Right to sell, lease, or otherwise dispose of corporate property;
shareholder approval
Sec. 1. The approval of the shareholders of a corporation is not
required unless the articles of incorporation require the approval of
the shareholders to:
(1) sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the corporation's property in the usual and
regular course of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness
(whether with or without recourse), or otherwise encumber any
or all of the corporation's property whether or not in the usual
and regular course of business; or
(3) transfer any or all of the corporation's property to a
corporation all the shares of which are owned by the
corporation. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.34.
IC 23-1-41-2 Sale, lease, or disposition of property other than in regular course
of business
Sec. 2. (a) A sale, lease, exchange, or other disposition of assets,
other than a disposition described in section 1 of this chapter,
requires approval of the corporation's shareholders if the disposition
would leave the corporation without a significant continuing business
activity. If a corporation retains a business activity that represented
at least twenty-five percent (25%) of total assets at the end of the
most recently completed fiscal year, and twenty-five percent (25%)
of either income from continuing operations before taxes or revenues
from continuing operations for the fiscal year, in each case of the
corporation and the corporation's subsidiaries on a consolidated
basis, the corporation is conclusively considered to have retained a
significant continuing business activity.
(b) A disposition that requires approval of the shareholders under
subsection (a) shall be initiated by a resolution by the board of
directors authorizing the disposition. After adoption of the
resolution, the board of directors shall submit the proposed
disposition to the shareholders for the shareholder's approval. The
board of directors shall transmit to the shareholders a
recommendation that the shareholders approve the proposed
disposition, unless the board of directors makes a determination that
because of conflicts of interest or other special circumstances the
board of directors should not make the recommendation, in which
case the board of directors shall transmit to the shareholders the basis
for that determination.
(c) The board of directors may condition the board of directors'
submission of a disposition to the shareholders under subsection (b)
on any basis.
(d) If:
(1) a disposition is required to be approved by the shareholders
under subsection (a); and
(2) the approval is to be given at a meeting;
the corporation shall notify each shareholder, whether the
shareholder is entitled to vote, of the meeting of shareholders at
which the disposition is to be submitted for approval in accordance
with IC 23-1-29-5. The notice must state that the purpose or one (1)
of the purposes of the meeting is to consider the disposition and must
contain a description of the disposition, including the terms and
conditions of the disposition and the consideration to be received by
the corporation.
(e) Unless the articles of incorporation or the board of directors
(acting under subsection (c)) requires a greater vote, or a greater
number of votes to be present, the approval of a disposition by the
shareholders requires the approval of the shareholders at a meeting
at which a quorum consisting of at least a majority of the votes
entitled to be cast on the disposition exists.
(f) After a disposition has been approved by the shareholders
under subsection (b), and at any time before the disposition has been
consummated, the disposition may be abandoned by the corporation
without action by the shareholders, subject to any contractual rights
of other parties to the disposition.
(g) A disposition that constitutes a distribution is governed by
IC 23-1-28 and not by this section.
(h) A disposition of assets in the course of dissolution under
IC 23-1-45, IC 23-1-46, IC 23-1-47, or IC 23-1-48 is not governed by
this section.
(i) The assets of a direct or indirect consolidated subsidiary shall
be considered the assets of the parent corporation for the purposes of
this section. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.35.
IC 23-1-41-1 Right to sell, lease, or otherwise dispose of corporate property;
shareholder approval
Sec. 1. The approval of the shareholders of a corporation is not
required unless the articles of incorporation require the approval of
the shareholders to:
(1) sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the corporation's property in the usual and
regular course of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness
(whether with or without recourse), or otherwise encumber any
or all of the corporation's property whether or not in the usual
and regular course of business; or
(3) transfer any or all of the corporation's property to a
corporation all the shares of which are owned by the
corporation. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.34.
IC 23-1-41-2 Sale, lease, or disposition of property other than in regular course
of business
Sec. 2. (a) A sale, lease, exchange, or other disposition of assets,
other than a disposition described in section 1 of this chapter,
requires approval of the corporation's shareholders if the disposition
would leave the corporation without a significant continuing business
activity. If a corporation retains a business activity that represented
at least twenty-five percent (25%) of total assets at the end of the
most recently completed fiscal year, and twenty-five percent (25%)
of either income from continuing operations before taxes or revenues
from continuing operations for the fiscal year, in each case of the
corporation and the corporation's subsidiaries on a consolidated
basis, the corporation is conclusively considered to have retained a
significant continuing business activity.
(b) A disposition that requires approval of the shareholders under
subsection (a) shall be initiated by a resolution by the board of
directors authorizing the disposition. After adoption of the
resolution, the board of directors shall submit the proposed
disposition to the shareholders for the shareholder's approval. The
board of directors shall transmit to the shareholders a
recommendation that the shareholders approve the proposed
disposition, unless the board of directors makes a determination that
because of conflicts of interest or other special circumstances the
board of directors should not make the recommendation, in which
case the board of directors shall transmit to the shareholders the basis
for that determination.
(c) The board of directors may condition the board of directors'
submission of a disposition to the shareholders under subsection (b)
on any basis.
(d) If:
(1) a disposition is required to be approved by the shareholders
under subsection (a); and
(2) the approval is to be given at a meeting;
the corporation shall notify each shareholder, whether the
shareholder is entitled to vote, of the meeting of shareholders at
which the disposition is to be submitted for approval in accordance
with IC 23-1-29-5. The notice must state that the purpose or one (1)
of the purposes of the meeting is to consider the disposition and must
contain a description of the disposition, including the terms and
conditions of the disposition and the consideration to be received by
the corporation.
(e) Unless the articles of incorporation or the board of directors
(acting under subsection (c)) requires a greater vote, or a greater
number of votes to be present, the approval of a disposition by the
shareholders requires the approval of the shareholders at a meeting
at which a quorum consisting of at least a majority of the votes
entitled to be cast on the disposition exists.
(f) After a disposition has been approved by the shareholders
under subsection (b), and at any time before the disposition has been
consummated, the disposition may be abandoned by the corporation
without action by the shareholders, subject to any contractual rights
of other parties to the disposition.
(g) A disposition that constitutes a distribution is governed by
IC 23-1-28 and not by this section.
(h) A disposition of assets in the course of dissolution under
IC 23-1-45, IC 23-1-46, IC 23-1-47, or IC 23-1-48 is not governed by
this section.
(i) The assets of a direct or indirect consolidated subsidiary shall
be considered the assets of the parent corporation for the purposes of
this section. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.35.
IC 23-1-41-1 Right to sell, lease, or otherwise dispose of corporate property;
shareholder approval
Sec. 1. The approval of the shareholders of a corporation is not
required unless the articles of incorporation require the approval of
the shareholders to:
(1) sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the corporation's property in the usual and
regular course of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness
(whether with or without recourse), or otherwise encumber any
or all of the corporation's property whether or not in the usual
and regular course of business; or
(3) transfer any or all of the corporation's property to a
corporation all the shares of which are owned by the
corporation. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.34.
IC 23-1-41-2 Sale, lease, or disposition of property other than in regular course
of business
Sec. 2. (a) A sale, lease, exchange, or other disposition of assets,
other than a disposition described in section 1 of this chapter,
requires approval of the corporation's shareholders if the disposition
would leave the corporation without a significant continuing business
activity. If a corporation retains a business activity that represented
at least twenty-five percent (25%) of total assets at the end of the
most recently completed fiscal year, and twenty-five percent (25%)
of either income from continuing operations before taxes or revenues
from continuing operations for the fiscal year, in each case of the
corporation and the corporation's subsidiaries on a consolidated
basis, the corporation is conclusively considered to have retained a
significant continuing business activity.
(b) A disposition that requires approval of the shareholders under
subsection (a) shall be initiated by a resolution by the board of
directors authorizing the disposition. After adoption of the
resolution, the board of directors shall submit the proposed
disposition to the shareholders for the shareholder's approval. The
board of directors shall transmit to the shareholders a
recommendation that the shareholders approve the proposed
disposition, unless the board of directors makes a determination that
because of conflicts of interest or other special circumstances the
board of directors should not make the recommendation, in which
case the board of directors shall transmit to the shareholders the basis
for that determination.
(c) The board of directors may condition the board of directors'
submission of a disposition to the shareholders under subsection (b)
on any basis.
(d) If:
(1) a disposition is required to be approved by the shareholders
under subsection (a); and
(2) the approval is to be given at a meeting;
the corporation shall notify each shareholder, whether the
shareholder is entitled to vote, of the meeting of shareholders at
which the disposition is to be submitted for approval in accordance
with IC 23-1-29-5. The notice must state that the purpose or one (1)
of the purposes of the meeting is to consider the disposition and must
contain a description of the disposition, including the terms and
conditions of the disposition and the consideration to be received by
the corporation.
(e) Unless the articles of incorporation or the board of directors
(acting under subsection (c)) requires a greater vote, or a greater
number of votes to be present, the approval of a disposition by the
shareholders requires the approval of the shareholders at a meeting
at which a quorum consisting of at least a majority of the votes
entitled to be cast on the disposition exists.
(f) After a disposition has been approved by the shareholders
under subsection (b), and at any time before the disposition has been
consummated, the disposition may be abandoned by the corporation
without action by the shareholders, subject to any contractual rights
of other parties to the disposition.
(g) A disposition that constitutes a distribution is governed by
IC 23-1-28 and not by this section.
(h) A disposition of assets in the course of dissolution under
IC 23-1-45, IC 23-1-46, IC 23-1-47, or IC 23-1-48 is not governed by
this section.
(i) The assets of a direct or indirect consolidated subsidiary shall
be considered the assets of the parent corporation for the purposes of
this section. As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009,
SEC.35.
