CHAPTER 10. VOLUNTARY DISSOLUTION
IC 27-1-10
Chapter 10. Voluntary Dissolution
IC 27-1-10-1
Surrender of certificate of incorporation; time; procedure
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, had
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 1935, c.162, s.131.) As amended by P.L.252-1985,
SEC.47.
IC 27-1-10-2
Submission of question of dissolution; vote of shareholders,
members, or policyholders
Sec. 2. Any corporation organized under the provisions of this
article may liquidate its affairs and dissolve in the following manner:
(1) 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 required in writing by the holders of a majority of
the outstanding shares of capital stock, if a stock company, or a
majority of the members or policyholders, if other than a stock
company, to submit the question of dissolution, the board of directors
shall submit the question of dissolving the company to a vote of the
shareholders, members, or policyholders of a company entitled to
vote in respect thereof at such meeting thereof 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 meeting of shareholders, members or policyholders, entitled
to vote in respect thereof. If the designated meeting is an annual
meeting, notice of the submission of the question of dissolution shall
be included in the notice of such annual meeting. If the designated
meeting is a special meeting of the shareholders, members, or
policyholders entitled to vote in respect thereof, 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 as provided in
IC 27-1-7-7.
(2) The question of dissolving the corporation shall be submitted
to a vote of the shareholders, members, or policyholders entitled to
vote in respect thereof at the meeting designated as provided in this
section, and the dissolution shall be authorized upon receiving the
affirmative votes of the holders of two-thirds (2/3) of the outstanding
shares entitled to vote in respect thereof, if a stock company, or not
less than two-thirds (2/3) of the members or policyholders entitled to
vote, if other than a stock company. The shareholders, members, or
policyholders of a corporation entitled to vote in respect to
dissolution of the corporation shall be the shareholders entitled to
vote under IC 27-1-7-8 and the members or policyholders entitled to
vote under IC 27-1-7-9.
(Formerly: Acts 1935, c.162, s.132.) As amended by P.L.252-1985,
SEC.48.
IC 27-1-10-3
Reinsurance of noncancellable policies
Sec. 3. Nothing contained in this article shall authorize or be
construed to authorize the dissolution of any life insurance company
or health and accident insurance company having noncancellable
policies in force, after the same shall have commenced business,
unless and until all of its policies shall have been reinsured, to the
satisfaction of the commissioner, in a solvent life insurance company
or health and accident insurance company respectively.
(Formerly: Acts 1935, c.162, s.133.) As amended by P.L.252-1985,
SEC.49.
IC 27-1-10-4
Publication of notice of dissolution; payment of debts and
liabilities; distribution of remaining assets; disposal of unclaimed
distributive shares
Sec. 4. Upon authorization of the dissolution, the board of
directors shall then proceed to:
(a) Cause a notice that the corporation is about to be dissolved to
be published at least once in a newspaper of general circulation,
printed and published in the English language, in the county in which
the principal office of the corporation is located, and at least once in
a newspaper of general circulation, printed and published in the
English language in the city of Indianapolis, Marion County, Indiana,
and to be mailed to each creditor of the corporation;
(b) Collect all of the corporate assets;
(c) Pay and discharge all of the corporate debts and liabilities; and
(d) After the expiration of a period of thirty (30) days following
the publication and mailing of said notice, distribute the remaining
corporate assets and property among the shareholders, members or
policyholders according to their respective interests.
In case the holders of shares or policies are unknown or shall fail
or refuse to accept their distributive shares in such property and
assets, or are under any disability, or can not be found, after diligent
inquiry or in case the ownership of any shares or policies is in
dispute, the board of directors shall deposit the distributive portions
of such shares of stock or policies with the clerk of the circuit court
in the county in which the principal office is located for the use and
benefit of those who may be lawfully entitled thereto, and such
deposit shall have the same force and effect as if payment had been
made directly to and accepted by the persons lawfully entitled
thereto. Such distributive shares shall be paid over by such clerk to
such shareholders or policyholders, respectively, or to the lawful
owner of the shares or policies, the ownership of which has been in
dispute, or to their respective legal representatives, upon satisfactory
proof being made to such clerk of their respective rights thereto.
(Formerly: Acts 1935, c.162, s.134.)
IC 27-1-10-5
Articles of dissolution; contents; executions; approval
Sec. 5. The corporation shall then execute and file, in the manner
provided in this chapter, 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, members, or
policyholders at which the dissolution was authorized and a
copy of the notice of such meeting.
(d) A copy of the resolution of the shareholders, members, or
policyholders authorizing the dissolution.
(e) The manner of its adoption and the vote by which it was
adopted.
(f) A copy of the notice published and mailed as provided in
this chapter.
(g) The names and addresses of the then existing directors and
officers of the corporation.
(h) A complete itemized list of all the corporate debts and
liabilities of the corporation existing at the time of the adoption
of such resolution and thereafter incurred, and the date and
manner of payment of each such debt and liability.
(i) A complete itemized list of all the corporate assets and
property distributed to its shareholders, members, or
policyholders, the name of each such shareholder, member, or
policyholder, the amount distributed to each, and the date of
distribution.
The articles of dissolution shall be executed in triplicate originals, in
the form prescribed by the department, and signed by the president
or a vice president and the secretary or an assistant secretary of the
corporation, and verified by the oaths of the officers signing the
same, and shall be presented in triplicate originals to the department
at its office accompanied by the proof of publication of the notice
required by section 4 of this chapter. The department is hereby
authorized, in its discretion, to approve or disapprove the articles of
dissolution and proof of publication. If the department shall approve
the articles of dissolution and proof of publication, it shall endorse
its approval thereon as required in IC 27-1-6-8 and present the same
to the attorney general of the state of Indiana for examination. In the
event the attorney general approves the articles of dissolution and
proof of publication he shall certify his approval thereon as required
in IC 27-1-6-9 and return the same to the department when the
articles of dissolution and proof of publication have been approved
by the attorney general and returned to the department.
(Formerly: Acts 1935, c.162, s.135.) As amended by P.L.252-1985,
SEC.50.
IC 27-1-10-6
Articles of dissolution; duties of secretary of state
Sec. 6. Then the department shall present the same to the secretary
of state for the state of Indiana. If the secretary of state finds that the
articles of dissolution and proof of publication conform to law he
shall indorse his approval upon each of the triplicate copies of the
articles, and the proof of publication, and when all fees have been
paid as required by law, he shall file one (1) copy of the articles of
dissolution and the proof of publication in his office and issue a
certificate of dissolution to the corporation, and shall return the
certificate of dissolution to the corporation together with the two (2)
remaining copies of the articles of dissolution, bearing the
indorsement of his approval, to the corporation or its representatives.
(Formerly: Acts 1935, c.162, s.136.)
IC 27-1-10-7
Articles of dissolution; filing certified copies; surrender of
certificate of authority; recording
Sec. 7. (a) The corporation shall then file a certified copy of the
articles of dissolution with the department, and present to the
department its certificate of authority issued or renewed under
IC 27-1-6-18 for cancellation. The department shall file the certified
copy of the articles of dissolution and shall cancel the said certificate
of authority and endorse the cancellation thereon, and return the
cancelled certificate of authority to the corporation or its
representatives.
(b) The corporation shall then file for record with the county
recorder of the county in which the articles of incorporation were or
should have been recorded, as provided in IC 27-1-6-13, one (1) of
the triplicate originals of the articles of dissolution bearing the
endorsement of the approval of the secretary of state as provided for
in section 6 of this chapter.
(Formerly: Acts 1935, c.162, s.137.) As amended by P.L.252-1985,
SEC.51.
IC 27-1-10-8
Final dissolution; pending liabilities
Sec. 8. (a) Upon the issuance of the certificate of dissolution and
the recording of the articles of dissolution, as provided in section 7
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 article shall not take away or impair any remedy
against such corporation, its directors, officers, or shareholders, for
any liability 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 1935, c.162, s.138.) As amended by P.L.252-1985,
SEC.52.