CHAPTER 22. GENERAL DISSOLUTION
IC 23-17-22
Chapter 22. General Dissolution
IC 23-17-22-1
Corporations without members; corporations that have not
commenced business; articles of dissolution; contents
Sec. 1. A majority of the incorporators or initial directors of a
corporation that has no members or has not commenced activities
may dissolve the corporation by delivering to the secretary of state
for filing articles of dissolution that set forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) Either:
(A) that no membership in the corporation has been issued;
or
(B) that the corporation has not commenced business.
(4) That no debt of the corporation remains unpaid.
(5) That a majority of the incorporators or initial directors
authorized the dissolution.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-2
Proposals by board; conditions for adoption; notice
Sec. 2. (a) A corporation's board of directors may propose
dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the following
conditions must be met:
(1) The board of directors must recommend dissolution to the
members unless the board of directors determines that because
of conflict of interest or other special circumstances the board
should not make a recommendation and communicates the basis
for the board's determination to the members.
(2) The members entitled to vote must approve the proposal to
dissolve as provided under subsection (f).
(3) 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 must
approve the proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must be
approved by a majority of the directors in office at the time
dissolution is approved. The corporation shall provide notice to
directors of a director's meeting where an approval for dissolution
will be sought under IC 23-17-15-3. The notice must state that the
purpose of the meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submission
of the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or not
entitled to vote, of the proposed members' meeting under
IC 23-17-10-5. The notice must state that the purpose of the meeting
is to consider dissolving the corporation.
(f) Unless articles of incorporation or a board of directors acting
under subsection (d) require a greater vote or a vote by voting
groups, the proposal to dissolve to be adopted must be approved by
the members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporation
must give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.
(3) IC 32-34-1-25.
As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994,
SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75.
IC 23-17-22-3
Articles of dissolution; contents
Sec. 3. (a) After a dissolution is authorized, the corporation may
dissolve by delivering to the secretary of state articles of dissolution
setting forth the following:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A statement that dissolution was approved by a sufficient
vote of the board of directors.
(4) If approval of members was not required, a statement to that
effect and a statement that dissolution was approved by a
sufficient vote of the board of directors or incorporators.
(5) If approval by members was required, the following:
(A) The designation, number of memberships outstanding,
number of votes entitled to be cast by each class entitled to
vote separately on dissolution, and number of votes of each
class indisputably voting on dissolution.
(B) The total number of:
(i) votes cast for and against dissolution by each class
entitled to vote separately on dissolution; or
(ii) undisputed votes cast for dissolution by each class and
a statement that the number cast for dissolution by each
class was sufficient for approval by that class.
(6) If approval of dissolution was by a person other than the
members, a statement that approval under section 2(b)(3) of this
chapter was obtained.
(b) A corporation is dissolved upon the effective date of the
corporation's articles of dissolution.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-4
Revocation; authorization; articles of revocation; contents; effect
Sec. 4. (a) A corporation may revoke the corporation's dissolution
within one hundred twenty (120) days of the effective date of the
dissolution.
(b) Revocation of dissolution must be authorized in the same
manner as the dissolution was authorized unless the authorization
permitted revocation by action of the board of directors alone,
allowing the board of directors to revoke the dissolution without
action by the members or any other person.
(c) After the revocation of dissolution is authorized, a corporation
may revoke the dissolution by delivering to the secretary of state for
filing articles of revocation of dissolution, together with a copy of the
corporation's articles of dissolution, that set forth the following:
(1) The name of the corporation.
(2) The effective date of the dissolution that was revoked.
(3) The date that the revocation of dissolution was authorized.
(4) If the corporation's board of directors or incorporators
revoked the dissolution, a statement to that effect.
(5) If the corporation's board of directors revoked a dissolution
authorized by the members or in conjunction with another
person, a statement that revocation was permitted by action by
the board of directors alone under that authorization.
(6) If member or third person action was required to revoke the
dissolution, the information required by section 3(a)(5) and
3(a)(6) of this chapter.
(d) Revocation of dissolution is effective upon the effective date
specified in the articles of revocation of dissolution.
(e) When a revocation of dissolution is effective, the revocation
relates back to and takes effect as of the effective date of the
dissolution. The corporation resumes carrying on the corporation's
activities as if dissolution had never occurred.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-5
Continued existence; winding up and liquidation; effect of
dissolution
Sec. 5. (a) A dissolved corporation continues the corporation's
corporate existence but may not carry on activities except those
appropriate to wind up and liquidate the corporation's affairs,
including the following:
(1) Preserving and protecting the corporation's assets and
minimizing the corporation's liabilities.
(2) Discharging or making provision for discharging the
corporation's liabilities and obligations.
(3) Disposing of the corporation's properties that will not be
distributed in kind.
(4) Returning, transferring, or conveying assets held by the
corporation upon a condition requiring return, transfer, or
conveyance that occurs by reason of the dissolution, in
accordance with the condition.
(5) Transferring, subject to any contractual or legal
requirements, the corporation's assets as provided in or
authorized by the corporation's articles of incorporation or
bylaws.
(6) If the corporation is a public benefit or religious corporation
and no provision has been made in the corporation's articles of
incorporation or bylaws for distribution of assets on dissolution,
transferring, subject to any contractual or legal requirement, the
corporation's assets:
(A) to a person described in Section 501(c)(3) of the Internal
Revenue Code; or
(B) if the dissolved corporation is not described in Section
501(c)(3) of the Internal Revenue Code, to a foreign or
domestic public benefit or religious corporation.
(7) If the corporation is a mutual benefit corporation and no
provision has been made in the corporation's articles of
incorporation or bylaws for distribution of assets on dissolution,
transferring the corporation's assets to the corporation's
members or, if the corporation has no members, to those
persons whom the corporation holds the corporation out as
benefiting or serving.
(8) Doing any other act necessary to wind up the corporation's
affairs and liquidate the corporation's assets, including the
transfer of any escheated assets to the state under
IC 23-17-30-1(b).
(b) Dissolution of a corporation does not do the following:
(1) Transfer title to the corporation's property.
(2) Subject the corporation's directors or officers to standards
of conduct different from those under this title.
(3) Change the following:
(A) Quorum or voting requirements for the corporation's
board of directors or members.
(B) Requirements for selection, resignation, or removal of
the corporation's directors or officers.
(C) Requirements for amending the corporation's bylaws.
(4) Prevent commencement of a proceeding by or against the
corporation in the corporation's corporate name.
(5) Abate or suspend a proceeding pending by or against the
corporation on the effective date of dissolution.
(6) Terminate the authority of a registered agent.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-6
Claims against dissolved corporation; notice to claimants;
limitation of actions
Sec. 6. (a) A dissolved corporation may dispose of the known
claims against the corporation by following the procedure described
in this section.
(b) The dissolved corporation shall notify the corporation's known
claimants in writing of the dissolution at any time after the effective
date of the dissolution. The written notice must do the following:
(1) Specify the amount that the dissolved corporation believes
will satisfy the claim.
(2) Inform the creditor that the creditor has the right to dispute
the amount of the claim and describe the procedure for
disputing the amount of the claim.
(3) Provide a mailing address where a dispute of the amount of
the claim may be sent.
(4) State the deadline, which may not be less than sixty (60)
days after the effective date of the written notice, by which the
dissolved corporation must receive the dispute of the amount of
the claim.
(5) State that the claim will be fixed at the amount specified by
the dissolved corporation if a dispute of the amount of the claim
is not received by the deadline.
(c) If the amount of a claim is disputed, the claimant must notify
the dissolved corporation of the dispute by the deadline. If the
dissolved corporation rejects the disputed amount, the claimant must
commence a proceeding to enforce the claim not later than ninety
(90) days after the effective date of the dissolved corporation's
rejection notice.
(d) The amount of the claim is fixed if:
(1) the claimant does not notify the dissolved corporation by the
deadline; or
(2) the claimant who has notified the dissolved corporation of
a dispute and has received a rejection notice does not
commence a proceeding not later than ninety (90) days from the
effective date of the rejection notice.
(e) Regardless of a dispute in the amount of a claim, the dissolved
corporation must tender to the claimant the amount of the claim set
forth by the dissolved corporation in the notice of claim not later than
thirty (30) days after the earlier of the following dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding to
enforce the claim.
(f) For purposes of this section, "claim" does not include a
contingent liability or a claim based on an event occurring after the
effective date of dissolution.
As added by P.L.179-1991, SEC.1.
IC 23-17-22-7
Claims against dissolved corporation; notice by publication;
limitation of actions; enforcement
Sec. 7. (a) A dissolved corporation may also publish notice of the
corporation's dissolution and request that persons with claims against
the corporation present the claims in accordance with the notice.
(b) The notice must do the following:
(1) Be published one (1) time in a newspaper of general
circulation in the county where:
(A) the dissolved corporation's principal office is or was last
located; or
(B) if the principal office is not located in Indiana, the
corporation's registered office is or was last located.
(2) Describe the information that must be included in a claim
and provide a mailing address where the claim may be sent.
(3) State that a claim against the corporation will be barred
unless a proceeding to enforce the claim is commenced within
two (2) years after publication of the notice.
(c) If a dissolved corporation publishes a newspaper notice under
subsection (b), the claim of each of the following claimants is barred
unless the claimant commences a proceeding to enforce the claim
against the dissolved corporation not later than two (2) years after the
publication date of the newspaper notice:
(1) A claimant who did not receive written notice under section
6 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved
corporation but not acted on.
(3) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation to the extent of the
corporation's undistributed assets; or
(2) if the assets have been distributed in liquidation, against a
person, other than a creditor of the corporation, to whom the
corporation distributed the corporation's property to the extent
of the distributee's pro rata share of the claim or the corporation
assets distributed to the person in liquidation, whichever is less.
The distributee's total liability for all claims under this section
may not exceed the total amount of assets distributed to the
distributee.
As added by P.L.179-1991, SEC.1.