IC 28-1-9
Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and
Building 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, the
incorporators named in the articles of incorporation of any
corporation organized under the provisions of this article may
surrender the certificate of incorporation and all of the corporate
rights and franchises of the corporation, at any time within one (1)
year from the date of the issuance of the certificate and before the
issuance of any of the shares of capital stock of the corporation and
before the beginning by it of the business for which it was formed,
by presenting to the secretary of state, at his office, accompanied by
the fees prescribed by law, a certificate, in triplicate, signed and
verified by the joint and several oaths of a majority of the
incorporators, in the form prescribed by the secretary of state,
showing that no shares of the capital stock of the corporation have
been issued and that the amount, if any, actually paid in on the
shares, less any part thereof disbursed for necessary expenses, has
been returned to those entitled thereto, that such business has not
been begun, that no debts remain unpaid, and that they surrender all
rights 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 to
shareholders; vote required
Sec. 2. Any bank, trust company, corporate fiduciary, savings
bank organized after December 31, 1992, bank of discount and
deposit, or savings association may liquidate its affairs and dissolve
in the manner prescribed in this chapter. Whenever the board of
directors, by a resolution adopted by a majority vote of the members
of such board, shall deem it advisable to submit the question of
dissolution, or whenever the board of directors shall be requested in
writing by the holders of a majority of the outstanding shares of
capital stock to submit the question of dissolution, the board of
directors shall submit the question of dissolving the corporation to a
vote of the shareholders of the corporation entitled to vote at such
meeting as may be designated in such request, or, in the absence of
such request or of such designation, in such resolution. The
designated meeting may be an annual or a special meeting of the
shareholders. If the designated meeting is an annual meeting, notice
of the question of dissolution shall be included in the notice of the
annual meeting. If the designated meeting is a special meeting of the
shareholders, such special meeting shall be called by the board of
directors, 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 be
authorized, 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 the
corporation is a savings association authorized to dissolve by the
provisions of this section, in which case the affirmative votes of the
holders of a majority of the outstanding shares of stock shall be
sufficient 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 dissolving
the corporation shall have been adopted by the board of directors,
such resolution shall be submitted to and shall be approved by the
department before such resolution is submitted to a vote of the
shareholders of such corporation. Upon the filing of such resolution,
the department shall cause an examination to be made of the business
and affairs of such corporation. If the department shall find, from
such examination, that such corporation is solvent or that it has
sufficient assets with which to pay all of its depositors and all of its
other liabilities, it may enter an order in writing approving the
dissolution of such corporation and authorizing the board of directors
of such corporation to submit the question of dissolving such
corporation to the shareholders, in the manner prescribed in this
article. If the department shall find, from such examination, that such
corporation is in an unsound or unsafe condition or has otherwise
violated the provisions of IC 28-1-3.1-2, it may enter an order, in
writing, disapproving of the voluntary dissolution of such
corporation, and the department shall thereupon take possession of
the business and property of such corporation and proceed to
liquidate such corporation in the manner prescribed in and subject to
the 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 debts
and liabilities
Sec. 4. After the vote of the shareholders shall have been taken,
as hereinbefore provided, no dividend or profits shall be paid to the
shareholders, nor shall any part of the capital be withdrawn by or
paid to the shareholders, in any manner whatsoever, nor shall such
corporation transact any business whatsoever except such as may be
necessary or incidental to its dissolution, until all of the debts and
liabilities 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 the
shareholders, the board of directors, with the approval of the
department, shall appoint one (1) or more liquidating agents, and
their successors, designated as "agent" in this chapter, to act for and
on behalf of the corporation, which agent shall have the power and
authority to liquidate such corporation subject to such limitations as
may be imposed by the board of directors not inconsistent with the
provisions of this article. Such agent shall proceed to:
(a) cause a notice that the corporation is about to be dissolved
to be published once in a newspaper of general circulation in
the county in which the principal office of the corporation is
located;
(b) dispose of all trust property as prescribed in section 7 of this
chapter, and all property of the kind described in
IC 28-1-3.1-14, in the same manner as a receiver is authorized
to dispose of such property;
(c) collect all of the corporate assets and, for that purpose, may
bring all actions, in his own name, that are necessary;
(d) enforce and collect, in his own name, the liability imposed
by law upon shareholders, in the same manner and to the same
extent as a receiver is authorized to enforce and collect such
liability upon involuntary liquidation, as provided in
IC 28-1-3.1-15;
(e) pay and discharge all of the corporate debts and liabilities in
the same manner as is prescribed for a receiver in IC 28-1-3.1-6;
and
(f) distribute the remaining corporate assets and property among
the shareholders or such other persons as may be designated in
the articles of incorporation, according to their respective
interests, after the provisions of subdivisions (a) through (e) of
this 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 collect
all debts, dues, claims, and demands belonging to such corporation,
and upon order of the court wherein the statement of all debts and
liabilities of such corporation shall have been or may be filed, and
upon such terms and conditions as shall be fixed by such court, the
agent may:
(1) sell or otherwise dispose of all or any part of the assets and
property, including real estate, at public or private sale after
notice;
(2) compound all bad or doubtful debts, dues, claims, and
demands or sell or otherwise dispose of the same at public or
private sale after notice; and
(3) compromise all claims and demands against such
corporation.
(b) The agent may prosecute, defend, or participate in any and all
actions which were pending against the corporation when he was
appointed 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 to
effect any sale, lease, or transfer of real estate or personal property
or to carry into effect any power conferred or duty imposed by this
article. All such instruments shall be sealed with the corporate seal. (Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24.) As amended
by 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 hold
any property, real or personal, in trust for any individual or
corporation under or by virtue of any trust instrument, the agent shall
convey, assign, and deliver such property to the successor trustee
named in the trust instrument under which such property is held, or
if no successor trustee be named therein, to such individual or to a
bank or trust company or corporate fiduciary that is qualified to
exercise trust powers as may be designated in writing by the
beneficiaries of such trust, or if no such designation is made after
written notice to the beneficiaries, or if the beneficiaries are
otherwise incompetent to designate a successor trustee, then to such
individual or to such bank or trust company or corporate fiduciary
that is qualified to exercise trust powers as may be appointed by the
circuit, probate, or other court having jurisdiction of trusts in the
county where the principal office of such corporation is located. No
person eighteen (18) years of age or older shall be deemed
incompetent by virtue of his age to name a successor trustee. If any
such corporation, at the time of liquidation, shall be acting as
administrator, executor, guardian, receiver or in any other fiduciary
capacity under the appointment of any court, the agent shall convey,
assign, and deliver all of the property of such trust and all of such
trust business, to such individual or to such bank or trust company or
corporate fiduciary that is qualified to execute trusts, as may be
appointed by the court having jurisdiction of such trust, upon the
order and direction of such court. (Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2.) As
amended 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 of
action on claims
Sec. 8. Within sixty (60) days after such dissolution has been
authorized by the shareholders, the agent shall file with the clerk of
the circuit, superior or probate court of the county in which such
corporation has its principal place of business, a verified petition, in
duplicate, which shall contain a complete statement of all debts and
liabilities of such corporation, whether to creditors or shareholders
setting forth the name and address of each creditor, and/or
shareholder and the nature and amount of each claim, as disclosed by
the books of such corporation, or otherwise coming to the knowledge
of such agent, together with the recommendations of such agent as
to the allowance or disallowance of such claims, but in making such
recommendations, such agent shall not determine or recommend any
preferences or priorities as to any claim or claims. The agent shall
also file one (1) copy of such petition in the office of the department
and retain one (1) copy thereof at the principal office of the
corporation for inspection by creditors, shareholders or other persons
interested. Upon the filing of such petition the same shall be
docketed as a cause of action upon the records of the court wherein
such petition is filed and thereupon such court shall be vested with
exclusive jurisdiction to hear and determine all issues and matters
pertaining to or connected with the allowance, disallowance and
payment of claims against such corporation. No creditor or other
person shall have any claim or any right to bring an action in any
court upon any claim or to assert any right against such corporation
after such dissolution has been authorized by the shareholders and
before the date fixed for the filing of such petition with the clerk of
such 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 the
petition of the amount for which his claim was recommended for
allowance, without priority, and shall, in such notice, specify the date
that shall have been fixed by the court, not less than sixty (60) days
from the date of such notice, within which all creditors and/or
shareholders who may be dissatisfied with the recommendations of
the agent as to the allowance or disallowance of claims may appear
in court, and, by petition, assert their claims or any priorities thereon.
At the same time the agent shall also give notice by publication, once
each week, for three (3) successive weeks, in some newspaper of
general circulation, printed or circulated in the county where the
liquidation proceedings are pending that the petition and the
recommendations as to the allowance or disallowance of claims has
been filed with the court and specifying the date that shall have been
fixed by the court, not less than sixty (60) days from the date of such
notice, within which any creditors, shareholders or other persons
interested, may appear, and, by petition filed in the court, assert any
claims or priorities thereon or object to the allowances or
disallowances 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 other
claims; failure to appear; effect of liquidating agent's failure to
petition
Sec. 10. Within the time fixed by the notice, any creditor,
shareholder or other person interested may, by verified petition filed
in the court, assert his claim, or any priority thereon, or oppose the
allowance, of any claims appearing upon the statement, or asserted
by any other creditor or shareholder and the agent or any creditor,
shareholder or other person interested, within such time as may have
been fixed by the court, may oppose the allowance with or without
priority of the claims asserted by any creditor or shareholder. The
court may, upon good cause shown, extend the time for the filing of
any petition or objection by any person for the allowance or
disallowance of any claim herein referred to. Any creditor or
shareholder who fails to appear and file his petition as is provided
within the time fixed by the notice or by any extension granted by the
court shall be forever barred from asserting any claim different from
that recommended by the agent or from asserting any claim or
priority, and from contesting or opposing the allowance, with or
without priority, of any claim asserted by any creditor. If such agent
shall not file a petition, as hereinbefore prescribed in this section,
within sixty (60) days after the dissolution shall have been
authorized, any creditor or other person asserting any claim against
or any right, title or interest in and to the assets of such corporation
may bring an action founded on such claim or other right in the
circuit or superior court of the county in which the principal office
of such corporation is located. If such petition shall have been filed
on or before the date fixed for the filing of such petition with the
clerk of the circuit, superior or probate court all creditors or other
persons asserting any claim or other right against such corporation
shall enforce such claim or other right pursuant to the provisions
prescribed 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 of
shares of any such corporation are unknown or shall fail or refuse to
accept their distributive shares in the property and assets of such
corporation, or are under any disability, or cannot be found after
diligent inquiry, upon the final settlement of the liquidation, the
liquidating agent shall treat the property as unclaimed property and
comply with IC 32-34-1. (Formerly: Acts 1933, c.40, s.152; Acts 1937, c.33, s.15.) As
amended 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 borrow
money and to secure the payment thereof, in the same manner and to
the extent that a receiver may borrow money and secure the payment
thereof 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 corporation
shall execute and file, in the manner hereinafter provided, articles of
dissolution, 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 the
dissolution was authorized, and a copy of the notices of such
meeting;
(d) A copy of the resolution of the shareholders authorizing the
dissolution;
(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 and
officers of the corporation;
(h) A copy of the order of the department authorizing the
dissolution of such corporation;
(i) A brief summary showing the manner in which the corporate
debts and liabilities were disposed of or paid; and
(j) A complete itemized list of all of the corporate assets and
property distributed to its shareholders, the name of each such
shareholder, the amount distributed to each, and the date of
distribution. (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 secretary
of state
Sec. 14. The articles of dissolution shall be executed in triplicate,
in the form prescribed by the department, by the president or a
vice-president and by the secretary or cashier of the corporation, and
shall be verified by the oaths of the officers signing such articles, and
shall be presented in triplicate to the department as (and) to the
secretary of state, at their offices, as hereinafter provided,
accompanied by an affidavit of the publisher of the newspaper
wherein the notice of dissolution was published, as hereinbefore
provided, as to the publication of such notice, and by the fees
prescribed 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 executed
and before they are presented to the secretary of state, they shall first
be presented to the department. If the department finds that the
articles of dissolution conform to law, it shall approve such articles,
and its approval shall be evidenced in the manner prescribed in
IC 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 by
secretary 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 of
dissolution and proof of publication, as provided in section 14 of this
chapter, the secretary of state, if he finds that it or they conform to
law, shall endorse his approval upon each of the triplicate copies of
the certificate or articles, as the case may be, and, when all fees shall
have been paid as required by law, shall file one (1) copy of the
certificate or articles and the accompanying proof of publication in
his office, and shall issue a certificate of dissolution to the
corporation, and shall return the certificate of dissolution to the
corporation, together with two (2) copies of the certificate of the
incorporators or articles of dissolution, as the case may be, bearing
the 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 county
recorder of the county or counties in which the articles of
incorporation were or should have been recorded, as provided in
IC 28-12-8, one (1) of the triplicate copies of the certificate of the
incorporators or of the articles of dissolution bearing the
endorsement of the approval of the secretary of state as provided in
section 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 and
the recording of the certificate of the incorporators or the articles of
dissolution, as the case may be, as provided in section 17 of this
chapter, the corporation shall be dissolved and its existence shall
cease.
(b) The dissolution of any corporation in accordance with the
provisions of this section shall not take away or impair any remedy
against such corporation, its directors, officers, or shareholders for
any liabilities incurred by the corporation previous to its dissolution
if suit is brought and service of process is had, as provided by the
laws of this state, within two (2) years after the date of such
dissolution. (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 by
the articles of incorporation, has expired shall continue its corporate
capacity for two (2) years for the purpose of liquidating its affairs
and distributing its assets to its shareholders, after paying all of its
liabilities, and for no other purpose. For such purpose, every such
corporation shall use its corporate name and shall be capable of
prosecuting 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 safe
deposit company, or building and loan association organized under
the provisions of any statute enacted prior to February 24, 1933,
which is in voluntary liquidation on February 24, 1933, pursuant to
any statute of this state may accept the provisions of this chapter and
continue the liquidation of such corporation pursuant to the terms
and provisions of this chapter. (Formerly: Acts 1933, c.40, s.161.) As amended by P.L.263-1985,
SEC.51.
IC 28-1-9
Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and
Building 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, the
incorporators named in the articles of incorporation of any
corporation organized under the provisions of this article may
surrender the certificate of incorporation and all of the corporate
rights and franchises of the corporation, at any time within one (1)
year from the date of the issuance of the certificate and before the
issuance of any of the shares of capital stock of the corporation and
before the beginning by it of the business for which it was formed,
by presenting to the secretary of state, at his office, accompanied by
the fees prescribed by law, a certificate, in triplicate, signed and
verified by the joint and several oaths of a majority of the
incorporators, in the form prescribed by the secretary of state,
showing that no shares of the capital stock of the corporation have
been issued and that the amount, if any, actually paid in on the
shares, less any part thereof disbursed for necessary expenses, has
been returned to those entitled thereto, that such business has not
been begun, that no debts remain unpaid, and that they surrender all
rights 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 to
shareholders; vote required
Sec. 2. Any bank, trust company, corporate fiduciary, savings
bank organized after December 31, 1992, bank of discount and
deposit, or savings association may liquidate its affairs and dissolve
in the manner prescribed in this chapter. Whenever the board of
directors, by a resolution adopted by a majority vote of the members
of such board, shall deem it advisable to submit the question of
dissolution, or whenever the board of directors shall be requested in
writing by the holders of a majority of the outstanding shares of
capital stock to submit the question of dissolution, the board of
directors shall submit the question of dissolving the corporation to a
vote of the shareholders of the corporation entitled to vote at such
meeting as may be designated in such request, or, in the absence of
such request or of such designation, in such resolution. The
designated meeting may be an annual or a special meeting of the
shareholders. If the designated meeting is an annual meeting, notice
of the question of dissolution shall be included in the notice of the
annual meeting. If the designated meeting is a special meeting of the
shareholders, such special meeting shall be called by the board of
directors, 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 be
authorized, 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 the
corporation is a savings association authorized to dissolve by the
provisions of this section, in which case the affirmative votes of the
holders of a majority of the outstanding shares of stock shall be
sufficient 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 dissolving
the corporation shall have been adopted by the board of directors,
such resolution shall be submitted to and shall be approved by the
department before such resolution is submitted to a vote of the
shareholders of such corporation. Upon the filing of such resolution,
the department shall cause an examination to be made of the business
and affairs of such corporation. If the department shall find, from
such examination, that such corporation is solvent or that it has
sufficient assets with which to pay all of its depositors and all of its
other liabilities, it may enter an order in writing approving the
dissolution of such corporation and authorizing the board of directors
of such corporation to submit the question of dissolving such
corporation to the shareholders, in the manner prescribed in this
article. If the department shall find, from such examination, that such
corporation is in an unsound or unsafe condition or has otherwise
violated the provisions of IC 28-1-3.1-2, it may enter an order, in
writing, disapproving of the voluntary dissolution of such
corporation, and the department shall thereupon take possession of
the business and property of such corporation and proceed to
liquidate such corporation in the manner prescribed in and subject to
the 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 debts
and liabilities
Sec. 4. After the vote of the shareholders shall have been taken,
as hereinbefore provided, no dividend or profits shall be paid to the
shareholders, nor shall any part of the capital be withdrawn by or
paid to the shareholders, in any manner whatsoever, nor shall such
corporation transact any business whatsoever except such as may be
necessary or incidental to its dissolution, until all of the debts and
liabilities 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 the
shareholders, the board of directors, with the approval of the
department, shall appoint one (1) or more liquidating agents, and
their successors, designated as "agent" in this chapter, to act for and
on behalf of the corporation, which agent shall have the power and
authority to liquidate such corporation subject to such limitations as
may be imposed by the board of directors not inconsistent with the
provisions of this article. Such agent shall proceed to:
(a) cause a notice that the corporation is about to be dissolved
to be published once in a newspaper of general circulation in
the county in which the principal office of the corporation is
located;
(b) dispose of all trust property as prescribed in section 7 of this
chapter, and all property of the kind described in
IC 28-1-3.1-14, in the same manner as a receiver is authorized
to dispose of such property;
(c) collect all of the corporate assets and, for that purpose, may
bring all actions, in his own name, that are necessary;
(d) enforce and collect, in his own name, the liability imposed
by law upon shareholders, in the same manner and to the same
extent as a receiver is authorized to enforce and collect such
liability upon involuntary liquidation, as provided in
IC 28-1-3.1-15;
(e) pay and discharge all of the corporate debts and liabilities in
the same manner as is prescribed for a receiver in IC 28-1-3.1-6;
and
(f) distribute the remaining corporate assets and property among
the shareholders or such other persons as may be designated in
the articles of incorporation, according to their respective
interests, after the provisions of subdivisions (a) through (e) of
this 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 collect
all debts, dues, claims, and demands belonging to such corporation,
and upon order of the court wherein the statement of all debts and
liabilities of such corporation shall have been or may be filed, and
upon such terms and conditions as shall be fixed by such court, the
agent may:
(1) sell or otherwise dispose of all or any part of the assets and
property, including real estate, at public or private sale after
notice;
(2) compound all bad or doubtful debts, dues, claims, and
demands or sell or otherwise dispose of the same at public or
private sale after notice; and
(3) compromise all claims and demands against such
corporation.
(b) The agent may prosecute, defend, or participate in any and all
actions which were pending against the corporation when he was
appointed 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 to
effect any sale, lease, or transfer of real estate or personal property
or to carry into effect any power conferred or duty imposed by this
article. All such instruments shall be sealed with the corporate seal. (Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24.) As amended
by 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 hold
any property, real or personal, in trust for any individual or
corporation under or by virtue of any trust instrument, the agent shall
convey, assign, and deliver such property to the successor trustee
named in the trust instrument under which such property is held, or
if no successor trustee be named therein, to such individual or to a
bank or trust company or corporate fiduciary that is qualified to
exercise trust powers as may be designated in writing by the
beneficiaries of such trust, or if no such designation is made after
written notice to the beneficiaries, or if the beneficiaries are
otherwise incompetent to designate a successor trustee, then to such
individual or to such bank or trust company or corporate fiduciary
that is qualified to exercise trust powers as may be appointed by the
circuit, probate, or other court having jurisdiction of trusts in the
county where the principal office of such corporation is located. No
person eighteen (18) years of age or older shall be deemed
incompetent by virtue of his age to name a successor trustee. If any
such corporation, at the time of liquidation, shall be acting as
administrator, executor, guardian, receiver or in any other fiduciary
capacity under the appointment of any court, the agent shall convey,
assign, and deliver all of the property of such trust and all of such
trust business, to such individual or to such bank or trust company or
corporate fiduciary that is qualified to execute trusts, as may be
appointed by the court having jurisdiction of such trust, upon the
order and direction of such court. (Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2.) As
amended 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 of
action on claims
Sec. 8. Within sixty (60) days after such dissolution has been
authorized by the shareholders, the agent shall file with the clerk of
the circuit, superior or probate court of the county in which such
corporation has its principal place of business, a verified petition, in
duplicate, which shall contain a complete statement of all debts and
liabilities of such corporation, whether to creditors or shareholders
setting forth the name and address of each creditor, and/or
shareholder and the nature and amount of each claim, as disclosed by
the books of such corporation, or otherwise coming to the knowledge
of such agent, together with the recommendations of such agent as
to the allowance or disallowance of such claims, but in making such
recommendations, such agent shall not determine or recommend any
preferences or priorities as to any claim or claims. The agent shall
also file one (1) copy of such petition in the office of the department
and retain one (1) copy thereof at the principal office of the
corporation for inspection by creditors, shareholders or other persons
interested. Upon the filing of such petition the same shall be
docketed as a cause of action upon the records of the court wherein
such petition is filed and thereupon such court shall be vested with
exclusive jurisdiction to hear and determine all issues and matters
pertaining to or connected with the allowance, disallowance and
payment of claims against such corporation. No creditor or other
person shall have any claim or any right to bring an action in any
court upon any claim or to assert any right against such corporation
after such dissolution has been authorized by the shareholders and
before the date fixed for the filing of such petition with the clerk of
such 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 the
petition of the amount for which his claim was recommended for
allowance, without priority, and shall, in such notice, specify the date
that shall have been fixed by the court, not less than sixty (60) days
from the date of such notice, within which all creditors and/or
shareholders who may be dissatisfied with the recommendations of
the agent as to the allowance or disallowance of claims may appear
in court, and, by petition, assert their claims or any priorities thereon.
At the same time the agent shall also give notice by publication, once
each week, for three (3) successive weeks, in some newspaper of
general circulation, printed or circulated in the county where the
liquidation proceedings are pending that the petition and the
recommendations as to the allowance or disallowance of claims has
been filed with the court and specifying the date that shall have been
fixed by the court, not less than sixty (60) days from the date of such
notice, within which any creditors, shareholders or other persons
interested, may appear, and, by petition filed in the court, assert any
claims or priorities thereon or object to the allowances or
disallowances 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 other
claims; failure to appear; effect of liquidating agent's failure to
petition
Sec. 10. Within the time fixed by the notice, any creditor,
shareholder or other person interested may, by verified petition filed
in the court, assert his claim, or any priority thereon, or oppose the
allowance, of any claims appearing upon the statement, or asserted
by any other creditor or shareholder and the agent or any creditor,
shareholder or other person interested, within such time as may have
been fixed by the court, may oppose the allowance with or without
priority of the claims asserted by any creditor or shareholder. The
court may, upon good cause shown, extend the time for the filing of
any petition or objection by any person for the allowance or
disallowance of any claim herein referred to. Any creditor or
shareholder who fails to appear and file his petition as is provided
within the time fixed by the notice or by any extension granted by the
court shall be forever barred from asserting any claim different from
that recommended by the agent or from asserting any claim or
priority, and from contesting or opposing the allowance, with or
without priority, of any claim asserted by any creditor. If such agent
shall not file a petition, as hereinbefore prescribed in this section,
within sixty (60) days after the dissolution shall have been
authorized, any creditor or other person asserting any claim against
or any right, title or interest in and to the assets of such corporation
may bring an action founded on such claim or other right in the
circuit or superior court of the county in which the principal office
of such corporation is located. If such petition shall have been filed
on or before the date fixed for the filing of such petition with the
clerk of the circuit, superior or probate court all creditors or other
persons asserting any claim or other right against such corporation
shall enforce such claim or other right pursuant to the provisions
prescribed 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 of
shares of any such corporation are unknown or shall fail or refuse to
accept their distributive shares in the property and assets of such
corporation, or are under any disability, or cannot be found after
diligent inquiry, upon the final settlement of the liquidation, the
liquidating agent shall treat the property as unclaimed property and
comply with IC 32-34-1. (Formerly: Acts 1933, c.40, s.152; Acts 1937, c.33, s.15.) As
amended 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 borrow
money and to secure the payment thereof, in the same manner and to
the extent that a receiver may borrow money and secure the payment
thereof 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 corporation
shall execute and file, in the manner hereinafter provided, articles of
dissolution, 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 the
dissolution was authorized, and a copy of the notices of such
meeting;
(d) A copy of the resolution of the shareholders authorizing the
dissolution;
(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 and
officers of the corporation;
(h) A copy of the order of the department authorizing the
dissolution of such corporation;
(i) A brief summary showing the manner in which the corporate
debts and liabilities were disposed of or paid; and
(j) A complete itemized list of all of the corporate assets and
property distributed to its shareholders, the name of each such
shareholder, the amount distributed to each, and the date of
distribution. (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 secretary
of state
Sec. 14. The articles of dissolution shall be executed in triplicate,
in the form prescribed by the department, by the president or a
vice-president and by the secretary or cashier of the corporation, and
shall be verified by the oaths of the officers signing such articles, and
shall be presented in triplicate to the department as (and) to the
secretary of state, at their offices, as hereinafter provided,
accompanied by an affidavit of the publisher of the newspaper
wherein the notice of dissolution was published, as hereinbefore
provided, as to the publication of such notice, and by the fees
prescribed 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 executed
and before they are presented to the secretary of state, they shall first
be presented to the department. If the department finds that the
articles of dissolution conform to law, it shall approve such articles,
and its approval shall be evidenced in the manner prescribed in
IC 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 by
secretary 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 of
dissolution and proof of publication, as provided in section 14 of this
chapter, the secretary of state, if he finds that it or they conform to
law, shall endorse his approval upon each of the triplicate copies of
the certificate or articles, as the case may be, and, when all fees shall
have been paid as required by law, shall file one (1) copy of the
certificate or articles and the accompanying proof of publication in
his office, and shall issue a certificate of dissolution to the
corporation, and shall return the certificate of dissolution to the
corporation, together with two (2) copies of the certificate of the
incorporators or articles of dissolution, as the case may be, bearing
the 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 county
recorder of the county or counties in which the articles of
incorporation were or should have been recorded, as provided in
IC 28-12-8, one (1) of the triplicate copies of the certificate of the
incorporators or of the articles of dissolution bearing the
endorsement of the approval of the secretary of state as provided in
section 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 and
the recording of the certificate of the incorporators or the articles of
dissolution, as the case may be, as provided in section 17 of this
chapter, the corporation shall be dissolved and its existence shall
cease.
(b) The dissolution of any corporation in accordance with the
provisions of this section shall not take away or impair any remedy
against such corporation, its directors, officers, or shareholders for
any liabilities incurred by the corporation previous to its dissolution
if suit is brought and service of process is had, as provided by the
laws of this state, within two (2) years after the date of such
dissolution. (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 by
the articles of incorporation, has expired shall continue its corporate
capacity for two (2) years for the purpose of liquidating its affairs
and distributing its assets to its shareholders, after paying all of its
liabilities, and for no other purpose. For such purpose, every such
corporation shall use its corporate name and shall be capable of
prosecuting 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 safe
deposit company, or building and loan association organized under
the provisions of any statute enacted prior to February 24, 1933,
which is in voluntary liquidation on February 24, 1933, pursuant to
any statute of this state may accept the provisions of this chapter and
continue the liquidation of such corporation pursuant to the terms
and provisions of this chapter. (Formerly: Acts 1933, c.40, s.161.) As amended by P.L.263-1985,
SEC.51.
IC 28-1-9
Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and
Building 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, the
incorporators named in the articles of incorporation of any
corporation organized under the provisions of this article may
surrender the certificate of incorporation and all of the corporate
rights and franchises of the corporation, at any time within one (1)
year from the date of the issuance of the certificate and before the
issuance of any of the shares of capital stock of the corporation and
before the beginning by it of the business for which it was formed,
by presenting to the secretary of state, at his office, accompanied by
the fees prescribed by law, a certificate, in triplicate, signed and
verified by the joint and several oaths of a majority of the
incorporators, in the form prescribed by the secretary of state,
showing that no shares of the capital stock of the corporation have
been issued and that the amount, if any, actually paid in on the
shares, less any part thereof disbursed for necessary expenses, has
been returned to those entitled thereto, that such business has not
been begun, that no debts remain unpaid, and that they surrender all
rights 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 to
shareholders; vote required
Sec. 2. Any bank, trust company, corporate fiduciary, savings
bank organized after December 31, 1992, bank of discount and
deposit, or savings association may liquidate its affairs and dissolve
in the manner prescribed in this chapter. Whenever the board of
directors, by a resolution adopted by a majority vote of the members
of such board, shall deem it advisable to submit the question of
dissolution, or whenever the board of directors shall be requested in
writing by the holders of a majority of the outstanding shares of
capital stock to submit the question of dissolution, the board of
directors shall submit the question of dissolving the corporation to a
vote of the shareholders of the corporation entitled to vote at such
meeting as may be designated in such request, or, in the absence of
such request or of such designation, in such resolution. The
designated meeting may be an annual or a special meeting of the
shareholders. If the designated meeting is an annual meeting, notice
of the question of dissolution shall be included in the notice of the
annual meeting. If the designated meeting is a special meeting of the
shareholders, such special meeting shall be called by the board of
directors, 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 be
authorized, 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 the
corporation is a savings association authorized to dissolve by the
provisions of this section, in which case the affirmative votes of the
holders of a majority of the outstanding shares of stock shall be
sufficient 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 dissolving
the corporation shall have been adopted by the board of directors,
such resolution shall be submitted to and shall be approved by the
department before such resolution is submitted to a vote of the
shareholders of such corporation. Upon the filing of such resolution,
the department shall cause an examination to be made of the business
and affairs of such corporation. If the department shall find, from
such examination, that such corporation is solvent or that it has
sufficient assets with which to pay all of its depositors and all of its
other liabilities, it may enter an order in writing approving the
dissolution of such corporation and authorizing the board of directors
of such corporation to submit the question of dissolving such
corporation to the shareholders, in the manner prescribed in this
article. If the department shall find, from such examination, that such
corporation is in an unsound or unsafe condition or has otherwise
violated the provisions of IC 28-1-3.1-2, it may enter an order, in
writing, disapproving of the voluntary dissolution of such
corporation, and the department shall thereupon take possession of
the business and property of such corporation and proceed to
liquidate such corporation in the manner prescribed in and subject to
the 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 debts
and liabilities
Sec. 4. After the vote of the shareholders shall have been taken,
as hereinbefore provided, no dividend or profits shall be paid to the
shareholders, nor shall any part of the capital be withdrawn by or
paid to the shareholders, in any manner whatsoever, nor shall such
corporation transact any business whatsoever except such as may be
necessary or incidental to its dissolution, until all of the debts and
liabilities 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 the
shareholders, the board of directors, with the approval of the
department, shall appoint one (1) or more liquidating agents, and
their successors, designated as "agent" in this chapter, to act for and
on behalf of the corporation, which agent shall have the power and
authority to liquidate such corporation subject to such limitations as
may be imposed by the board of directors not inconsistent with the
provisions of this article. Such agent shall proceed to:
(a) cause a notice that the corporation is about to be dissolved
to be published once in a newspaper of general circulation in
the county in which the principal office of the corporation is
located;
(b) dispose of all trust property as prescribed in section 7 of this
chapter, and all property of the kind described in
IC 28-1-3.1-14, in the same manner as a receiver is authorized
to dispose of such property;
(c) collect all of the corporate assets and, for that purpose, may
bring all actions, in his own name, that are necessary;
(d) enforce and collect, in his own name, the liability imposed
by law upon shareholders, in the same manner and to the same
extent as a receiver is authorized to enforce and collect such
liability upon involuntary liquidation, as provided in
IC 28-1-3.1-15;
(e) pay and discharge all of the corporate debts and liabilities in
the same manner as is prescribed for a receiver in IC 28-1-3.1-6;
and
(f) distribute the remaining corporate assets and property among
the shareholders or such other persons as may be designated in
the articles of incorporation, according to their respective
interests, after the provisions of subdivisions (a) through (e) of
this 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 collect
all debts, dues, claims, and demands belonging to such corporation,
and upon order of the court wherein the statement of all debts and
liabilities of such corporation shall have been or may be filed, and
upon such terms and conditions as shall be fixed by such court, the
agent may:
(1) sell or otherwise dispose of all or any part of the assets and
property, including real estate, at public or private sale after
notice;
(2) compound all bad or doubtful debts, dues, claims, and
demands or sell or otherwise dispose of the same at public or
private sale after notice; and
(3) compromise all claims and demands against such
corporation.
(b) The agent may prosecute, defend, or participate in any and all
actions which were pending against the corporation when he was
appointed 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 to
effect any sale, lease, or transfer of real estate or personal property
or to carry into effect any power conferred or duty imposed by this
article. All such instruments shall be sealed with the corporate seal. (Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24.) As amended
by 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 hold
any property, real or personal, in trust for any individual or
corporation under or by virtue of any trust instrument, the agent shall
convey, assign, and deliver such property to the successor trustee
named in the trust instrument under which such property is held, or
if no successor trustee be named therein, to such individual or to a
bank or trust company or corporate fiduciary that is qualified to
exercise trust powers as may be designated in writing by the
beneficiaries of such trust, or if no such designation is made after
written notice to the beneficiaries, or if the beneficiaries are
otherwise incompetent to designate a successor trustee, then to such
individual or to such bank or trust company or corporate fiduciary
that is qualified to exercise trust powers as may be appointed by the
circuit, probate, or other court having jurisdiction of trusts in the
county where the principal office of such corporation is located. No
person eighteen (18) years of age or older shall be deemed
incompetent by virtue of his age to name a successor trustee. If any
such corporation, at the time of liquidation, shall be acting as
administrator, executor, guardian, receiver or in any other fiduciary
capacity under the appointment of any court, the agent shall convey,
assign, and deliver all of the property of such trust and all of such
trust business, to such individual or to such bank or trust company or
corporate fiduciary that is qualified to execute trusts, as may be
appointed by the court having jurisdiction of such trust, upon the
order and direction of such court. (Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2.) As
amended 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 of
action on claims
Sec. 8. Within sixty (60) days after such dissolution has been
authorized by the shareholders, the agent shall file with the clerk of
the circuit, superior or probate court of the county in which such
corporation has its principal place of business, a verified petition, in
duplicate, which shall contain a complete statement of all debts and
liabilities of such corporation, whether to creditors or shareholders
setting forth the name and address of each creditor, and/or
shareholder and the nature and amount of each claim, as disclosed by
the books of such corporation, or otherwise coming to the knowledge
of such agent, together with the recommendations of such agent as
to the allowance or disallowance of such claims, but in making such
recommendations, such agent shall not determine or recommend any
preferences or priorities as to any claim or claims. The agent shall
also file one (1) copy of such petition in the office of the department
and retain one (1) copy thereof at the principal office of the
corporation for inspection by creditors, shareholders or other persons
interested. Upon the filing of such petition the same shall be
docketed as a cause of action upon the records of the court wherein
such petition is filed and thereupon such court shall be vested with
exclusive jurisdiction to hear and determine all issues and matters
pertaining to or connected with the allowance, disallowance and
payment of claims against such corporation. No creditor or other
person shall have any claim or any right to bring an action in any
court upon any claim or to assert any right against such corporation
after such dissolution has been authorized by the shareholders and
before the date fixed for the filing of such petition with the clerk of
such 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 the
petition of the amount for which his claim was recommended for
allowance, without priority, and shall, in such notice, specify the date
that shall have been fixed by the court, not less than sixty (60) days
from the date of such notice, within which all creditors and/or
shareholders who may be dissatisfied with the recommendations of
the agent as to the allowance or disallowance of claims may appear
in court, and, by petition, assert their claims or any priorities thereon.
At the same time the agent shall also give notice by publication, once
each week, for three (3) successive weeks, in some newspaper of
general circulation, printed or circulated in the county where the
liquidation proceedings are pending that the petition and the
recommendations as to the allowance or disallowance of claims has
been filed with the court and specifying the date that shall have been
fixed by the court, not less than sixty (60) days from the date of such
notice, within which any creditors, shareholders or other persons
interested, may appear, and, by petition filed in the court, assert any
claims or priorities thereon or object to the allowances or
disallowances 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 other
claims; failure to appear; effect of liquidating agent's failure to
petition
Sec. 10. Within the time fixed by the notice, any creditor,
shareholder or other person interested may, by verified petition filed
in the court, assert his claim, or any priority thereon, or oppose the
allowance, of any claims appearing upon the statement, or asserted
by any other creditor or shareholder and the agent or any creditor,
shareholder or other person interested, within such time as may have
been fixed by the court, may oppose the allowance with or without
priority of the claims asserted by any creditor or shareholder. The
court may, upon good cause shown, extend the time for the filing of
any petition or objection by any person for the allowance or
disallowance of any claim herein referred to. Any creditor or
shareholder who fails to appear and file his petition as is provided
within the time fixed by the notice or by any extension granted by the
court shall be forever barred from asserting any claim different from
that recommended by the agent or from asserting any claim or
priority, and from contesting or opposing the allowance, with or
without priority, of any claim asserted by any creditor. If such agent
shall not file a petition, as hereinbefore prescribed in this section,
within sixty (60) days after the dissolution shall have been
authorized, any creditor or other person asserting any claim against
or any right, title or interest in and to the assets of such corporation
may bring an action founded on such claim or other right in the
circuit or superior court of the county in which the principal office
of such corporation is located. If such petition shall have been filed
on or before the date fixed for the filing of such petition with the
clerk of the circuit, superior or probate court all creditors or other
persons asserting any claim or other right against such corporation
shall enforce such claim or other right pursuant to the provisions
prescribed 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 of
shares of any such corporation are unknown or shall fail or refuse to
accept their distributive shares in the property and assets of such
corporation, or are under any disability, or cannot be found after
diligent inquiry, upon the final settlement of the liquidation, the
liquidating agent shall treat the property as unclaimed property and
comply with IC 32-34-1. (Formerly: Acts 1933, c.40, s.152; Acts 1937, c.33, s.15.) As
amended 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 borrow
money and to secure the payment thereof, in the same manner and to
the extent that a receiver may borrow money and secure the payment
thereof 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 corporation
shall execute and file, in the manner hereinafter provided, articles of
dissolution, 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 the
dissolution was authorized, and a copy of the notices of such
meeting;
(d) A copy of the resolution of the shareholders authorizing the
dissolution;
(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 and
officers of the corporation;
(h) A copy of the order of the department authorizing the
dissolution of such corporation;
(i) A brief summary showing the manner in which the corporate
debts and liabilities were disposed of or paid; and
(j) A complete itemized list of all of the corporate assets and
property distributed to its shareholders, the name of each such
shareholder, the amount distributed to each, and the date of
distribution. (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 secretary
of state
Sec. 14. The articles of dissolution shall be executed in triplicate,
in the form prescribed by the department, by the president or a
vice-president and by the secretary or cashier of the corporation, and
shall be verified by the oaths of the officers signing such articles, and
shall be presented in triplicate to the department as (and) to the
secretary of state, at their offices, as hereinafter provided,
accompanied by an affidavit of the publisher of the newspaper
wherein the notice of dissolution was published, as hereinbefore
provided, as to the publication of such notice, and by the fees
prescribed 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 executed
and before they are presented to the secretary of state, they shall first
be presented to the department. If the department finds that the
articles of dissolution conform to law, it shall approve such articles,
and its approval shall be evidenced in the manner prescribed in
IC 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 by
secretary 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 of
dissolution and proof of publication, as provided in section 14 of this
chapter, the secretary of state, if he finds that it or they conform to
law, shall endorse his approval upon each of the triplicate copies of
the certificate or articles, as the case may be, and, when all fees shall
have been paid as required by law, shall file one (1) copy of the
certificate or articles and the accompanying proof of publication in
his office, and shall issue a certificate of dissolution to the
corporation, and shall return the certificate of dissolution to the
corporation, together with two (2) copies of the certificate of the
incorporators or articles of dissolution, as the case may be, bearing
the 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 county
recorder of the county or counties in which the articles of
incorporation were or should have been recorded, as provided in
IC 28-12-8, one (1) of the triplicate copies of the certificate of the
incorporators or of the articles of dissolution bearing the
endorsement of the approval of the secretary of state as provided in
section 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 and
the recording of the certificate of the incorporators or the articles of
dissolution, as the case may be, as provided in section 17 of this
chapter, the corporation shall be dissolved and its existence shall
cease.
(b) The dissolution of any corporation in accordance with the
provisions of this section shall not take away or impair any remedy
against such corporation, its directors, officers, or shareholders for
any liabilities incurred by the corporation previous to its dissolution
if suit is brought and service of process is had, as provided by the
laws of this state, within two (2) years after the date of such
dissolution. (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 by
the articles of incorporation, has expired shall continue its corporate
capacity for two (2) years for the purpose of liquidating its affairs
and distributing its assets to its shareholders, after paying all of its
liabilities, and for no other purpose. For such purpose, every such
corporation shall use its corporate name and shall be capable of
prosecuting 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 safe
deposit company, or building and loan association organized under
the provisions of any statute enacted prior to February 24, 1933,
which is in voluntary liquidation on February 24, 1933, pursuant to
any statute of this state may accept the provisions of this chapter and
continue the liquidation of such corporation pursuant to the terms
and provisions of this chapter. (Formerly: Acts 1933, c.40, s.161.) As amended by P.L.263-1985,
SEC.51.
