CHAPTER 20. SALE OF ASSETS
IC 23-17-20
Chapter 20. Sale of Assets
IC 23-17-20-1
Disposal and encumbrance of property
Sec. 1. (a) A corporation may, on the terms and conditions and for
the consideration determined by the board of directors, do the
following:
(1) Sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the corporation's property in the usual and
regular course of the corporation's activities.
(2) Mortgage, pledge, dedicate to the repayment of
indebtedness, with or without recourse, or otherwise encumber
the corporation's property whether or not in the usual and
regular course of the corporation's activities.
(b) Unless articles of incorporation require approval of the
members or any other person of a transaction described in subsection
(a) is not required.
As added by P.L.179-1991, SEC.1.
IC 23-17-20-2
Disposal of property other than in usual or regular course of
business; authorization; abandonment of transactions
Sec. 2. (a) A corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of the corporation's property, with
or without the goodwill, other than in the usual and regular course of
the corporation's activities on the terms and conditions and for the
consideration determined by the corporation's board of directors if
the proposed transaction is authorized by subsection (b).
(b) Unless this article, articles of incorporation, bylaws, a board
of directors, or members acting under subsection (d) require a greater
vote or voting by class, a proposed transaction to be authorized must
be approved as follows:
(1) By the board of directors.
(2) By the members by a majority of the votes cast.
(3) In writing by a person whose approval is required by articles
of incorporation authorized under IC 23-17-17-1 for an
amendment to the articles of incorporation or bylaws.
(c) If a corporation does not have members, the transaction must
be approved by a vote of a majority of the directors in office at the
time the transaction is approved. In addition, the corporation shall
provide notice of a directors meeting at which the approval is to be
obtained under IC 23-17-15-3. The notice must state that the purpose
of the meeting is to consider the sale, lease, exchange, or other
disposition of all, or substantially all, of the property or assets of the
corporation and contain or be accompanied by a copy or summary of
a description of the transaction.
(d) Unless articles of incorporation provide otherwise, a proposed
transaction must be initiated by a board of directors. The board of
directors may condition the board's submission of the proposed
transaction on receipt of a higher percentage of the members of
affirmative votes or on any other basis.
(e) If a corporation seeks to have a transaction approved by the
members at a membership meeting, the corporation shall give notice
to the members of the proposed membership meeting under
IC 23-17-10-5. The notice must state that the purpose of the meeting
is to consider the sale, lease, exchange, or other disposition of all, or
substantially all, of the property or assets of the corporation and
contain or be accompanied by a copy or summary of a description of
the transaction.
(f) If a board of directors seeks to have a transaction approved by
the members by written consent or written ballot, the material
soliciting the approval must contain or be accompanied by a copy or
summary of a description of the transaction.
(g) After a sale, a lease, an exchange, or other disposition of
property is authorized, the transaction may be abandoned subject to
any contractual rights without further action by the members or a
person who approved the transaction:
(1) in accordance with the procedure in the resolution proposing
the transaction; or
(2) if a procedure is not set forth, in the manner determined by
the board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.128; P.L.96-1993, SEC.14.