SB 489-1_ Filed 04/04/2001, 10:26
Adopted 4/5/2001


Text Box

Adopted Rejected


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COMMITTEE REPORT


                                                        YES:

12

                                                        NO:
0

MR. SPEAKER:

    Your Committee on       Insurance, Corporations and Small Business     , to which was referred       Senate Bill 489     , has had the same under consideration and begs leave to report the same back to the House with the recommendation that said bill be amended as follows:

SOURCE: Page 1, line 1; (01)CR048901.1. -->     Page 1, between the enacting clause and line 1, begin a new paragraph and insert:
SOURCE: IC 6-8.1-7-1; (01)CR048901.1. -->     "SECTION 1. IC 6-8.1-7-1 , AS AMENDED BY P.L.177-1999, SECTION 2, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 1. (a) This subsection does not apply to the disclosure of information concerning a conviction on a tax evasion charge. Unless in accordance with a judicial order or as otherwise provided in this chapter, the department, its employees, former employees, counsel, agents, or any other person may not divulge the amount of tax paid by any taxpayer, terms of a settlement agreement executed between a taxpayer and the department, investigation records, investigation reports, or any other information disclosed by the reports filed under the provisions of the law relating to any of the listed taxes, including required information derived from a federal return, except to:
        (1) members and employees of the department;
        (2) the governor;
        (3) the attorney general or any other legal representative of the state in any action in respect to the amount of tax due under the provisions of the law relating to any of the listed taxes; or
        (4) any authorized officers of the United States;
when it is agreed that the information is to be confidential and to be used solely for official purposes.
    (b) The information described in subsection (a) may be revealed upon the receipt of a certified request of any designated officer of the state tax department of any other state, district, territory, or possession of the United States when:
        (1) the state, district, territory, or possession permits the exchange of like information with the taxing officials of the state; and
        (2) it is agreed that the information is to be confidential and to be used solely for tax collection purposes.
    (c) The information described in subsection (a) relating to a person on public welfare or a person who has made application for public welfare may be revealed to the director of the division of family and children, and to any county director of family and children located in Indiana, upon receipt of a written request from either director for the information. The information shall be treated as confidential by the directors. In addition, the information described in subsection (a) relating to a person who has been designated as an absent parent by the state Title IV-D agency shall be made available to the state Title IV-D agency upon request. The information shall be subject to the information safeguarding provisions of the state and federal Title IV-D programs.
    (d) The name, address, Social Security number, and place of employment relating to any individual who is delinquent in paying educational loans owed to an institution of higher education may be revealed to that institution if it provides proof to the department that the individual is delinquent in paying for educational loans. This information shall be provided free of charge to approved institutions of higher learning (as defined by IC 20-12-21-3 (2)). The department shall establish fees that all other institutions must pay to the department to obtain information under this subsection. However, these fees may not exceed the department's administrative costs in providing the information to the institution.
    (e) The information described in subsection (a) relating to reports

submitted under IC 6-6-1.1-502 concerning the number of gallons of gasoline sold by a distributor, and IC 6-6-2.5 concerning the number of gallons of special fuel sold by a supplier and the number of gallons of special fuel exported by a licensed exporter or imported by a licensed transporter may be released by the commissioner upon receipt of a written request for the information.
    (f) The information described in subsection (a) may be revealed upon the receipt of a written request from the administrative head of a state agency of Indiana when:
        (1) the state agency shows an official need for the information; and
        (2) the administrative head of the state agency agrees that any information released will be kept confidential and will be used solely for official purposes.
    (g) The name and address of retail merchants, including township, as specified in IC 6-2.5-8-1 (h) may be released solely for tax collection purposes to township assessors.
    (h) The department shall notify the appropriate innkeepers' tax board, bureau, or commission that a taxpayer is delinquent in remitting innkeepers' taxes under IC 6-9.
    (i) All information relating to the delinquency or evasion of the motor vehicle excise tax shall be disclosed to the bureau of motor vehicles in Indiana and may be disclosed to another state, if the information is disclosed for the purpose of the enforcement and collection of the taxes imposed by IC 6-6-5.
    (j) All information relating to the delinquency or evasion of commercial vehicle excise taxes payable to the bureau of motor vehicles in Indiana must be disclosed to the bureau and may be disclosed to another state, if the information is disclosed for the purpose of the enforcement and collection of the taxes imposed by IC 6-6-5.5.
    (k) All information relating to the delinquency or evasion of commercial vehicle excise taxes payable under the International Registration Plan may be disclosed to another state, if the information is disclosed for the purpose of the enforcement and collection of the taxes imposed by IC 6-6-5.5.
    (l) This section does not apply to:
        (1) the beer excise tax (IC 7.1-4-2);


        (2) the liquor excise tax (IC 7.1-4-3);
        (3) the wine excise tax (IC 7.1-4-4);
        (4) the hard cider excise tax (IC 7.1-4-4.5);
        (5) the malt excise tax (IC 7.1-4-5);
        (6) the motor vehicle excise tax (IC 6-6-5);
        (7) the commercial vehicle excise tax (IC 6-6-5.5); and
        (8) the fees under IC 13-23.
    (m) The name and business address of retail merchants within each county that sell tobacco products may be released to the division of mental health and the alcoholic beverage commission solely for the purpose of the list prepared under IC 6-2.5-6-14.
     (n) The information described in subsection (a) shall be revealed upon the receipt of a written request from the commissioner of the department of workforce development appointed under IC 22-4.1-3-1 , or the commissioner's designee, when:
        (1) the department of workforce development shows an official need for the information; and
        (2) the commissioner of the department of workforce development agrees that the information will be kept confidential and will be used only for official purposes.
".
SOURCE: Page 5, line 27; (01)CR048901.5. -->     Page 5, line 27, strike "corporate".
    Page 6, between lines 29 and 30, begin a new paragraph and insert:
SOURCE: IC 23-1-40-4.1; (01)CR048901.6. -->     "SECTION 6. IC 23-1-40-4.1 IS ADDED TO THE INDIANA CODE AS A NEW SECTION TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 4.1. (a) A parent corporation that, indirectly through ownership of one (1) or more other corporations, owns one hundred percent (100%) of the outstanding shares of each class of a subsidiary corporation may merge the parent corporation and the subsidiary corporation to create a holding corporation (which, before the effective date of the merger, is a subsidiary of the parent) for the parent corporation without approval of the shareholders of the parent corporation or the subsidiary corporation if:
        (1) as a result of the merger, the parent corporation or the successor of the parent corporation becomes or remains a direct or an indirect wholly owned subsidiary of the holding corporation;
        (2) each shareholder of the parent corporation whose shares

were outstanding immediately before the effective date of the merger will hold the same proportionate number of shares of the holding company, relative to the number of shares held by all shareholders, immediately after the effective date, including identical:
            (A) designations;
            (B) preferences;
            (C) limitations; and
            (D) relative rights;
        (3) the articles of incorporation of the holding corporation immediately after the effective date of the merger are identical to the articles of incorporation of the parent corporation that are in effect immediately before the effective date of the merger, except amendments to the articles of incorporation of the holding corporation described in IC 23-1-38-2 ;
        (4) the directors of the parent corporation immediately before the effective date of the merger become the directors of the holding corporation immediately after the effective date of the merger; and
        (5) the shareholders of the parent corporation do not recognize a gain or a loss for federal income tax purposes in connection with the merger, as determined by the board of directors of the parent corporation.
    (b) The board of directors of a parent corporation that merges with a subsidiary corporation under subsection (a) shall adopt a plan of merger that sets forth:
        (1) the names of the parent corporation, the subsidiary corporation, and the holding corporation; and
        (2) the manner and basis of converting the shares of the parent corporation into shares of the holding corporation of which the parent will be a subsidiary after the effective date of the merger.
    (c) The following apply to a merger under subsection (a):
        (1) To the extent that the restrictions of IC 23-1-42 apply to the parent corporation and shareholders of the parent corporation on the effective date of the merger, the same restrictions apply to the holding corporation and shareholders

of the holding corporation immediately after the effective date of the merger, as if the holding corporation were the parent corporation.
        (2) Any control shares (as defined in IC 23-1-42-1 ) of the parent corporation on the effective date of the merger become control shares of the holding corporation immediately after the effective date of the merger.
        (3) To the extent that restrictions under IC 23-1-43 apply to the parent corporation and shareholders of the parent corporation on the effective date of the merger, the same restrictions apply to the holding corporation and shareholders of the holding corporation after the effective date of the merger, as if the holding corporation were the parent corporation.
        (4) All shares of the holding corporation that are acquired in the merger are, for purposes of IC 23-1-43 , considered to have been acquired at the time the shares of stock of the parent corporation from which the shares were converted in the merger were acquired.
        (5) A shareholder who was not an interested shareholder (as defined in IC 23-1-43-10 ) of the parent corporation immediately before the effective date of the merger does not become an interested shareholder of the holding corporation solely because of the merger.
        (6) At the election of the board of directors of the parent corporation, after the effective date of the merger the shares of each class of stock of the holding corporation into which shares of the parent corporation are converted in the merger will be represented by the certificates that represented shares of the parent corporation.
".

SOURCE: Page 13, line 25; (01)CR048901.13. -->     Page 13, between lines 25 and 26, begin a new paragraph and insert:
    " (c) The department of financial institutions shall review each filing forwarded to the department of financial institutions under section 2 of this chapter and provide notice of the results of the review to the secretary of state.
    Sec. 3. (a) If the department of financial institutions determines that a business entity has violated IC 28-1-20-4 , the department of financial institutions shall notify the secretary of state of the

violation.
     (b) The secretary of state shall commence a proceeding under this section to administratively dissolve a business entity if:
        (1) the name of the business entity contains the word "bank"; and
        (2) the department of financial institutions determines that the business entity violates IC 28-1-20-4.
    (c) If the secretary of state commences an administrative dissolution under subsection (b), the secretary of state shall serve the business entity with written notice of the determination under subsection (b)(2). The secretary of state shall, at the same time notice is sent to the business entity, provide a copy of the notice to the department of financial institutions.
    (d) If a business entity that receives a notice under subsection (c) does not:
        (1) correct the grounds for dissolution; or
        (2) demonstrate to the reasonable satisfaction of the department of financial institutions that the grounds for dissolution do not exist;
at any time after sixty (60) days after service of the notice is perfected, the department of financial institutions shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of financial institutions, the secretary of state shall administratively dissolve the business entity by signing a certificate of dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of dissolution and serve a copy of the certificate of dissolution on the business entity.
    (e) A business entity administratively dissolved under this section may carry on only those activities necessary to wind up and liquidate the business entity's affairs.
    Sec. 4. (a) The business entity may appeal the administrative dissolution to the circuit court or superior court of the county:
        (1) where the business entity's principal office is located; or
        (2) if the principal office is not located in Indiana, where the business entity's registered office is located;
not later than thirty (30) days after service of the notice of denial

is perfected.
    (b) The court may do the following:
        (1) Order the secretary of state to reinstate the dissolved business entity.
        (2) Take other action the court considers appropriate.
    (c) The court's final decision may be appealed as in other civil proceedings.

    Sec. 5. Dissolution under this section is in addition to any penalties imposed upon the business entity by IC 28-1-20-4 (j).

SOURCE: IC 23-15-9; (01)CR048901.16. -->     SECTION 16. IC 23-15-9 IS ADDED TO THE INDIANA CODE AS A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2001]:
    Chapter 9. Miscellaneous
    Sec. 1. The secretary of state shall, upon request from the department of workforce development, provide to the department of workforce development a list of:
        (1) corporations;
        (2) nonprofit corporations;
        (3) limited partnerships; and
        (4) limited liability companies;
that have been administratively, judicially, or voluntarily dissolved under IC 23.
".
    Renumber all SECTIONS consecutively.
    (Reference is to SB 489 as printed February 16, 2001.)

and when so amended that said bill do pass.

__________________________________

Representative Crooks


CR048901/DI 97    2001