23-1-45-3. Filing of Articles of Dissolution; Date of Dissolution
Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following: (1) The name of the corporation. (2) The date dissolution was authorized. (3) If dissolution was approved by the shareholders: (A) the number of votes […]
23-1-44-15. Payment to Dissenter
Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the […]
23-1-45-4. Revocation of Dissolution
Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors […]
23-1-44-16. Failure to Take Action; Return of Certificates; New Action by Corporation
Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If after returning deposited certificates and releasing transfer restrictions, the corporation […]
23-1-45-5. Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution
Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for […]
23-1-44-17. Withholding Payment by Corporation; Corporation’s Estimate of Fair Value; After-Acquired Shares
Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms […]
23-1-45-6. Disposition of Known Claims; Procedure
Sec. 6. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) specify the amount that the dissolved corporation […]
23-1-44-18. Dissenters’ Estimate of Fair Value; Demand for Payment; Waiver
Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter’s own estimate of the fair value of the dissenter’s shares and demand payment of the dissenter’s estimate (less any payment under section 15 of this chapter), or reject the corporation’s offer under section 17 of this chapter and demand payment of […]
23-1-45-7. Notice of Dissolution; Claims Against Dissolved Corporation
Sec. 7. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or, […]
23-1-44-19. Court Proceeding to Determine Fair Value; Judicial Appraisal
Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding […]