IC 23-17-30-1 Dissolution of corporations; transfer and distribution of assets
Sec. 1. (a) Assets of a dissolved corporation that should be
transferred to a creditor, claimant, or member of the corporation who
cannot be found or who is not competent to receive the assets shall
be reduced to cash subject to known trust restrictions and deposited
with the treasurer of state or other appropriate state official for
safekeeping. The treasurer of state may receive and hold property in
kind. When a creditor, claimant, or member furnishes satisfactory
proof of entitlement to the amount deposited or property held in kind,
the treasurer of state shall deliver to the creditor, claimant, or
member, or a person representing a creditor, claimant, or member,
that amount.
(b) On dissolution of a corporation, assets remaining after
distribution shall escheat to the state. The corporation shall pay the
assets to the state general fund through payment to the treasurer of
state. As added by P.L.179-1991, SEC.1.
IC 23-17-30-2 Religious doctrines; conflict with statutes
Sec. 2. If religious doctrine or practice governing the affairs of a
religious corporation is inconsistent with this article, the religious
doctrine or practice control to the extent required by the Constitution
of the United States or the Constitution of the State of Indiana. As added by P.L.179-1991, SEC.1.
IC 23-17-30-3 Secretary of state; powers and duties
Sec. 3. The secretary of state has the power reasonably necessary
to perform the duties required of the secretary of state's office by this
article. As added by P.L.179-1991, SEC.1.
IC 23-17-30-4 Meetings impractical or impossible; court orders
Sec. 4. (a) If it is impractical or impossible for a corporation to
call or conduct a meeting of the corporation's members, delegates, or
directors or otherwise obtain their consent in the manner prescribed
by the corporation's articles of incorporation, bylaws, or this article,
upon petition of a director, an officer, a delegate, a member, or the
attorney general the circuit or superior court of the county where a
corporation's principal office is located may order that a meeting be
called or that a written ballot or other form of obtaining the vote of
members, delegates, or directors be authorized in a manner that the
court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued under this section, provide
for a method of notice reasonably designed to give actual notice to
all persons who would be entitled to notice of a meeting held under
the articles of incorporation, bylaws, and this article, whether or not
the method results in actual notice to all persons or conforms to the
notice requirements that would otherwise apply. In a proceeding
under this section, the court may determine who the members or
directors are.
(c) An order issued under this section may dispense with any
requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement concerning quorums or
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles of incorporation, bylaws, or this
article.
(d) When practical, an order issued under this section must limit
the subject matter of meetings or other forms of consent judicially
authorized to those items, including amendments to the articles of
incorporation or bylaws, for which the resolution may enable the
corporation to continue managing the corporation's affairs without
further resort to this section. However, an order under this section
may also authorize the obtaining of any votes and approvals that are
necessary for a dissolution, merger, or sale of assets.
(e) A meeting or other method of obtaining the vote of members,
delegates, or directors conducted pursuant to an order issued under
this section that complies with the order, is considered a valid
meeting or vote and has the same force and effect as if the meeting
or method complied with every requirement imposed by the articles
of incorporation, bylaws, and this article. As added by P.L.179-1991, SEC.1.
IC 23-17-30-1 Dissolution of corporations; transfer and distribution of assets
Sec. 1. (a) Assets of a dissolved corporation that should be
transferred to a creditor, claimant, or member of the corporation who
cannot be found or who is not competent to receive the assets shall
be reduced to cash subject to known trust restrictions and deposited
with the treasurer of state or other appropriate state official for
safekeeping. The treasurer of state may receive and hold property in
kind. When a creditor, claimant, or member furnishes satisfactory
proof of entitlement to the amount deposited or property held in kind,
the treasurer of state shall deliver to the creditor, claimant, or
member, or a person representing a creditor, claimant, or member,
that amount.
(b) On dissolution of a corporation, assets remaining after
distribution shall escheat to the state. The corporation shall pay the
assets to the state general fund through payment to the treasurer of
state. As added by P.L.179-1991, SEC.1.
IC 23-17-30-2 Religious doctrines; conflict with statutes
Sec. 2. If religious doctrine or practice governing the affairs of a
religious corporation is inconsistent with this article, the religious
doctrine or practice control to the extent required by the Constitution
of the United States or the Constitution of the State of Indiana. As added by P.L.179-1991, SEC.1.
IC 23-17-30-3 Secretary of state; powers and duties
Sec. 3. The secretary of state has the power reasonably necessary
to perform the duties required of the secretary of state's office by this
article. As added by P.L.179-1991, SEC.1.
IC 23-17-30-4 Meetings impractical or impossible; court orders
Sec. 4. (a) If it is impractical or impossible for a corporation to
call or conduct a meeting of the corporation's members, delegates, or
directors or otherwise obtain their consent in the manner prescribed
by the corporation's articles of incorporation, bylaws, or this article,
upon petition of a director, an officer, a delegate, a member, or the
attorney general the circuit or superior court of the county where a
corporation's principal office is located may order that a meeting be
called or that a written ballot or other form of obtaining the vote of
members, delegates, or directors be authorized in a manner that the
court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued under this section, provide
for a method of notice reasonably designed to give actual notice to
all persons who would be entitled to notice of a meeting held under
the articles of incorporation, bylaws, and this article, whether or not
the method results in actual notice to all persons or conforms to the
notice requirements that would otherwise apply. In a proceeding
under this section, the court may determine who the members or
directors are.
(c) An order issued under this section may dispense with any
requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement concerning quorums or
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles of incorporation, bylaws, or this
article.
(d) When practical, an order issued under this section must limit
the subject matter of meetings or other forms of consent judicially
authorized to those items, including amendments to the articles of
incorporation or bylaws, for which the resolution may enable the
corporation to continue managing the corporation's affairs without
further resort to this section. However, an order under this section
may also authorize the obtaining of any votes and approvals that are
necessary for a dissolution, merger, or sale of assets.
(e) A meeting or other method of obtaining the vote of members,
delegates, or directors conducted pursuant to an order issued under
this section that complies with the order, is considered a valid
meeting or vote and has the same force and effect as if the meeting
or method complied with every requirement imposed by the articles
of incorporation, bylaws, and this article. As added by P.L.179-1991, SEC.1.
IC 23-17-30-1 Dissolution of corporations; transfer and distribution of assets
Sec. 1. (a) Assets of a dissolved corporation that should be
transferred to a creditor, claimant, or member of the corporation who
cannot be found or who is not competent to receive the assets shall
be reduced to cash subject to known trust restrictions and deposited
with the treasurer of state or other appropriate state official for
safekeeping. The treasurer of state may receive and hold property in
kind. When a creditor, claimant, or member furnishes satisfactory
proof of entitlement to the amount deposited or property held in kind,
the treasurer of state shall deliver to the creditor, claimant, or
member, or a person representing a creditor, claimant, or member,
that amount.
(b) On dissolution of a corporation, assets remaining after
distribution shall escheat to the state. The corporation shall pay the
assets to the state general fund through payment to the treasurer of
state. As added by P.L.179-1991, SEC.1.
IC 23-17-30-2 Religious doctrines; conflict with statutes
Sec. 2. If religious doctrine or practice governing the affairs of a
religious corporation is inconsistent with this article, the religious
doctrine or practice control to the extent required by the Constitution
of the United States or the Constitution of the State of Indiana. As added by P.L.179-1991, SEC.1.
IC 23-17-30-3 Secretary of state; powers and duties
Sec. 3. The secretary of state has the power reasonably necessary
to perform the duties required of the secretary of state's office by this
article. As added by P.L.179-1991, SEC.1.
IC 23-17-30-4 Meetings impractical or impossible; court orders
Sec. 4. (a) If it is impractical or impossible for a corporation to
call or conduct a meeting of the corporation's members, delegates, or
directors or otherwise obtain their consent in the manner prescribed
by the corporation's articles of incorporation, bylaws, or this article,
upon petition of a director, an officer, a delegate, a member, or the
attorney general the circuit or superior court of the county where a
corporation's principal office is located may order that a meeting be
called or that a written ballot or other form of obtaining the vote of
members, delegates, or directors be authorized in a manner that the
court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued under this section, provide
for a method of notice reasonably designed to give actual notice to
all persons who would be entitled to notice of a meeting held under
the articles of incorporation, bylaws, and this article, whether or not
the method results in actual notice to all persons or conforms to the
notice requirements that would otherwise apply. In a proceeding
under this section, the court may determine who the members or
directors are.
(c) An order issued under this section may dispense with any
requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement concerning quorums or
the number or percentage of votes needed for approval, that would
otherwise be imposed by the articles of incorporation, bylaws, or this
article.
(d) When practical, an order issued under this section must limit
the subject matter of meetings or other forms of consent judicially
authorized to those items, including amendments to the articles of
incorporation or bylaws, for which the resolution may enable the
corporation to continue managing the corporation's affairs without
further resort to this section. However, an order under this section
may also authorize the obtaining of any votes and approvals that are
necessary for a dissolution, merger, or sale of assets.
(e) A meeting or other method of obtaining the vote of members,
delegates, or directors conducted pursuant to an order issued under
this section that complies with the order, is considered a valid
meeting or vote and has the same force and effect as if the meeting
or method complied with every requirement imposed by the articles
of incorporation, bylaws, and this article. As added by P.L.179-1991, SEC.1.
