Citations Affected: IC 6-1.1;
IC 21-2-11.5-5
;
IC 20-4-57
;
IC 21-2-15-13.1
;
IC 21-3-2.1
;
IC 23-1;
IC 23-4-1-45
;
IC 23-4-1-53
;
IC 23-16-3-13
;
IC 23-18-7-9
;
IC 30-5-2-8
;
IC 33-3-5-2.5
;
IC 34-6-2-38
;
IC 36-10-11
;
IC 2-5-1.1-18.
Synopsis: Taxation. PROPOSED CONFERENCE COMMITTEE REPORT TO EHB 1196. Makes various amendments for consistency with the change of assessed value to 100% of true tax value. Adjusts the amount of the deduction for new manufacturing equipment installed before March 2, 2001, in an economic revitalization area. Requires a county property tax assessment board of appeals or the Indiana board of tax review to consider all evidence relevant to the assessment of real property regardless of whether the evidence was submitted to the township assessor before the assessment of the property. Prohibits disclosure of confidential information by a contractor for the discovery of undervalued or omitted property, and establishes consequences for disclosure. Establishes a property tax exemption for a nonprofit corporation that participates in the small business incubator program. Corrects certain appeal filing periods to the Indiana board of tax review established in HEA 1299-2001. Makes certain amendments with respect to excessive levy appeals. Provides that if a political subdivision does not fix the budget, tax rate, and tax levy for the ensuing budget year, the most recent annual budget and tax levy are continued for the ensuing budget year. Eliminates the requirement for a township trustee to advertise a poor relief tax rate. With respect to bonds and leases: (1) permits an objection petition to the department of local government finance only if a local objection petition was filed; (2) applies certain provisions for objection only if the project cost is more than $2,000,000; and (3) requires a school corporation to disclose expected new facility operating costs and whether a levy appeal will be made to pay those costs. Makes other changes to property tax administration. Makes numerous changes concerning the independent reassessment of Lake County. Adjusts the distributions of Lake County admissions taxes. Expands eligibility for the economic development for a growing economy (EDGE) tax credit by making the credit available for certain projects to retain existing jobs as well as for projects to create jobs. Eliminates the requirement that an applicant for a job creation credit must verify that the applicant has considered locating the project in at least one other state. Makes numerous changes to the county adjusted gross income tax, the county option income tax, and the county economic development
income tax. Requires the department of state revenue to enter into an agreement with the fiscal officer of an entity that has adopted an inkeeper's tax, a food and beverage tax, or an admissions tax to provide the fiscal officer annually with: (1) the name of each business collecting the taxes; and (2) the amount of money collected from each business. Prohibits the fiscal officer from divulging any information disclosed to the fiscal officer by the department under the agreement. Provides that a trust, life insurance policy, or prepaid funeral agreement is not exempt as a resource in determining Medicaid eligibility unless amounts remaining after delivery of services are payable to the office of Medicaid policy and planning (OMPP) or the applicant's or recipient's estate. Subject to certain limitations, authorizes the OMPP to place a lien on a Medicaid recipient's real property if the office determines that the recipient will not return to live in the property. Permits the enforcement of a lien on amounts that exceed $125,000. Designates property considered to be part of an estate for Medicaid purposes. Establishes a procedure for and sets a time limit for enforcement of Medicaid claims against an estate. Provides that an area consisting of property that: (1) is located in the city of Marion; and (2) experienced a loss of at least 300 jobs during the year ending December 31, 2001; is added to and becomes a part of the community revitalization enhancement district designated in the city and approved by the budget agency before January 1, 2002. Makes various changes to the professional sports and convention development tax area statutes. Increases the Vanderburgh County innkeeper's tax from 5% to 6%. Designates the revenue generated by the 1% increase to be used for: (1) operating expenses of the convention and visitors commission; and (2) tourism capital improvement. Establishes financial relief for a school corporation that annexes into a township school corporation. Amends City of Gary building authority provisions. Adds certain business entity provisions. Allows an excessive levy appeal for voting systems. Allows school corporations to transfer from various funds to the general fund. Allocates $20,000,000 from the higher education technology fund to replace general fund appropriations. (This conference committee report: (1) makes Lake County reassessment contract amendments; (2) increases the penalty for failure to file a sales disclosure form; (3) establishes equalization procedures for Marion County; (4) deletes a construction in process property tax abatement provision for Vigo County; (5) specifies circumstances under which local assessing officials may be represented by the attorney general; (6) deletes references to cumulative fund rate adjustments ; (7) provides that contracts for discovery of undervalued and omitted property are subject to the normal approval process, may be on a commission basis, and must require payment after all appeals are finalized; (8) deletes provisions permitting county adjusted gross income tax rate increases in certain counties; (9) adjusts the distribution of Lake County admissions tax revenue; (10) amends Lake county reassessment provisions, including an adjustment of the maximum amount payable for reassessment contracts, eliminating the requirement that an accounting firm be nationally recognized to qualify as a contractor, and requirements for production of information; (11) establishes a property tax exemption for a nonprofit corporation that participates in the small business incubator program; (12) deletes a construction in process property tax abatement provision for Vigo County; (13) deletes the state gross retail tax exemption for broadband service property; (14) deletes authority for Monroe County to raise its county option income tax rate; (15) adjusts property tax abatement filing provisions for a certain taxpayer; (16) deletes a fifty acre property tax exemption for church property; (17) designates property considered to be part of an estate for Medicaid purposes, establishes a procedure for and sets a time limit for enforcement of Medicaid claims against an estate, and raises the lien enforcement amount to $125,000; (18) establishes school annexation procedures; (19) deletes the provision that the assessed value for property tax purposes of personal property construction in process is 10% of cost; (21) makes further EDGE credit amendments; (22) deletes provisions concerning the reassessment fund, the sales disclosure fund, and equalization in Marion County; (23) amends City of Gary building authority provisions; (24) adds business entity provisions; and (25) adds the excessive levy appeal for voting systems; (26) adds school transfer and allocation provisions: (27) reconciles conflicts with SEA 216, 357, and 399.)
MR. SPEAKER:
Your Conference Committee appointed to confer with a like committee from the Senate
upon Engrossed Senate Amendments to Engrossed House Bill No. 1196 respectfully reports
that said two committees have conferred and agreed as follows to wit:
that the House recede from its dissent from all Senate amendments and that
the House now concur in all Senate amendments to the bill and that the bill
be further amended as follows:
Delete the title and insert the following:
A BILL FOR AN ACT to amend the Indiana Code concerning
taxation and to make an appropriation.
Replace the effective dates in SECTIONS 48 through 56 with
"[EFFECTIVE JANUARY 1, 2003]".
taxpayer to the Indiana board. The procedures and time limitations that
apply to an appeal to the Indiana board of a determination of the
department of local government finance apply to an appeal under this
subsection. A determination by the Indiana board of an appeal under
this subsection is subject to appeal to the tax court under
IC 6-1.1-15.
This subsection expires on the later of June 30, 2004, or the date a
final determination is entered in the last pending appeal filed under
this subsection.
(g) In order to obtain a review by the Indiana board under
subsection (f), the taxpayer must file a petition for review with the
appropriate county assessor within forty-five (45) days after the
notice of the department of local government finance is given to the
taxpayer under subsection (f). This subsection expires June 30,
2004.
(e)(d) (f) within ninety (90) days after the
department receives the report for a parcel from the professional
appraisal firm. This subsection expires June 30, 2004.
(f) (i) The qualifying county shall pay the cost of a any contract
under this section which shall be paid without appropriation from the
county property reassessment fund. of the qualifying county
established under section 27 of this chapter. A contractor may
periodically submit bills for partial payment of work performed
under a contract. However, the maximum amount that the
qualifying county is obligated to pay for all contracts entered into
under subsection (e) for the general reassessment of real property
in the qualifying county to be completed for the March 1, 2002,
assessment date is twenty-five million five hundred thousand
dollars ($25,500,000). Notwithstanding any other law, a contractor
is entitled to payment under this subsection for work performed
under a contract if the contractor:
(1) submits, in the form required by
IC 5-11-10-1
, a fully
itemized, certified bill for the costs under the contract of the
work performed to the department of local government finance
for review;
(2) obtains from the department of local government finance:
(A) approval of the form and amount of the bill; and
(B) a certification that the billed goods and services billed for
payment have been received and comply with the contract;
and
(3) files with the county auditor of the qualifying county:
(A) a duplicate copy of the bill submitted to the department
of local government finance;
(B) the proof of approval provided by the department of
local government finance of the form and amount of the bill
that was approved; and
(C) the certification provided by the department of local
government finance that indicates that the goods and
services billed for payment have been received and comply
with the contract.
An approval and a certification under subdivision (2) shall be
treated as conclusively resolving the merits of the claim. Upon
receipt of the documentation described in subdivision (3), the
county auditor shall immediately certify that the bill is true and
correct without further audit, publish the claim as required by
IC 36-2-6-3
, and submit the claim to the county executive of the
qualifying county. The county executive shall allow the claim, in
full, as approved by the department of local government finance
without further examination of the merits of the claim in a regular
or special session that is held not less than three (3) days and not
more than seven (7) days after completion of the publication
requirements under
IC 36-2-6-3.
Upon allowance of the claim by
the county executive, the county auditor shall immediately issue a
warrant or check for the full amount of the claim approved by the
department of local government finance. Compliance with this
subsection shall be treated as compliance with section 28.5 of this
chapter,
IC 5-11-6-1
,
IC 5-11-10
, and
IC 36-2-6.
The determination
and payment of a claim in compliance with this subsection is not
subject to remonstrance and appeal.
IC 36-2-6-4
(f) and
IC 36-2-6-9
do not apply to a claim under this subsection.
IC 5-11-10-1.6
(d)
applies to a fiscal officer who pays a claim in compliance with this
subsection. This subsection expires June 30, 2004.
(g) (j) Notwithstanding
IC 4-13-2
, a period of seven (7) days is
permitted for each of the following to review and act under
IC 4-13-2
on a contract of the department of local government finance under this
section:
(1) The commissioner of the Indiana department of administration.
(2) The director of the budget agency.
(3) The attorney general.
(4) The governor.
(h) (k) With respect to a general reassessment of real property to be
completed under section 4 of this chapter for an assessment date after
the March 1, 2002, assessment date, the department of local
government finance shall initiate a review with respect to the real
property in a qualifying county or a township in a qualifying county, or
a portion of the real property in a qualifying county or a township in a
qualifying county. The department of local government finance may
contract to have the review performed by an appraisal firm. The
department of local government finance or its contractor shall
determine for the real property under consideration and for the
qualifying county or township the variance between:
(1) the total assessed valuation of the real property within the
qualifying county or township; and
(2) the total assessed valuation that would result if the real property
within the qualifying county or township were valued in the
manner provided by law.
(i) (l) If:
(1) the variance determined under subsection (h) (k) exceeds ten
percent (10%); and
(2) the department of local government finance determines after
holding hearings on the matter that a special reassessment should
be conducted;
of local government finance;
(B) the proof of approval provided by the department of
local government finance of the form and amount of the bill
that was approved; and
(C) the certification provided by the department of local
government finance that indicates that the goods and
services billed for payment have been received and comply
with the contract.
An approval and a certification under subdivision (2) shall be
treated as conclusively resolving the merits of the claim. Upon
receipt of the documentation described in subdivision (3), the
county auditor shall immediately certify that the bill is true and
correct without further audit, publish the claim as required by
IC 36-2-6-3
, and submit the claim to the county executive of the
qualifying county. The county executive shall allow the claim, in
full, as approved by the department of local government finance
without further examination of the merits of the claim in a regular
or special session that is held not less than three (3) days and not
more than seven (7) days after completion of the publication
requirements under
IC 36-2-6-3.
Upon allowance of the claim by
the county executive, the county auditor shall immediately issue a
warrant or check for the full amount of the claim approved by the
department of local government finance. Compliance with this
subsection shall be treated as compliance with section 28.5 of this
chapter,
IC 5-11-6-1
,
IC 5-11-10
, and
IC 36-2-6.
The determination
and payment of a claim in compliance with this subsection is not
subject to remonstrance and appeal.
IC 36-2-6-4
(f) and
IC 36-2-6-9
do not apply to a claim under this subsection.
IC 5-11-10-1.6
(d)
applies to a fiscal officer who pays a claim in compliance with this
subsection.
(o) (r) A township assessor in a qualifying county or a county
assessor of a qualifying county official (as defined in
IC 33-3-5-2.5
)
shall provide information requested in writing by the department of
local government finance or the department's contractor under this
section not later than seven (7) days after receipt of the written request
from the department or the contractor. If a township assessor or county
assessor qualifying official (as defined in
IC 33-3-5-2.5
) fails to
provide the requested information within the time permitted in this
subsection, the department of local government finance or the
department's contractor may seek an order of the tax court under
IC 33-3-5-2.5
for production of the information.
(p) (s) The provisions of this section are severable in the manner
provided in
IC 1-1-1-8
(b).
(t) A contract entered into under subsection (e) is subject to this
subsection. A contractor shall use the land values determined for
the qualifying county under section 13.6 of this chapter to the
extent that the contractor finds that the land values reflect the true
tax value of land, as determined under the statutes and the rules of
the department of local government finance. If the contractor finds
that the land values determined for the qualifying county under
section 13.6 of this chapter do not reflect the true tax value of land,
the contractor shall determine land values for the qualifying
county that reflect the true tax value of land, as determined under
the statutes and the rules of the department of local government
finance. The land values determined by the contractor shall be
used to the same extent as if the land values had been determined
under section 13.6 of this chapter. The contractor shall notify the
county assessor and the township assessors in the qualifying county
of the land values as modified under this subsection. This
subsection expires June 30, 2004.
(u) A contractor acting under a contract under subsection (e)
may notify the department of local government finance if:
(1) the county auditor fails to:
(A) certify the bill;
(B) publish the claim;
(C) submit the claim to the county executive; or
(D) issue a warrant or check;
as required in subsection (i) at the first opportunity the county
auditor is legally permitted to do so;
(2) the county executive fails to allow the claim as required in
subsection (i) at the first opportunity the county executive is
legally permitted to do so; or
(3) a person or entity authorized to act on behalf of the county
takes or fails to take an action, including failure to request an
appropriation, and that action or failure to act delays or halts
the process under this section for payment of a bill submitted
by a contractor under subsection (i).
This subsection expires June 30, 2004.
(v) The department of local government finance, upon receiving
notice under subsection (u) from the contractor, shall:
(1) verify the accuracy of the contractor's assertion in the
notice that:
(A) a failure occurred as described in subsection (b)(1) or
(b)(2); or
(B) a person or entity acted or failed to act as described in
subsection (b)(3); and
(2) provide to the treasurer of state the department of local
government finance's approval under subsection (i)(2)(A) of
the bill with respect to which the contractor gave notice under
subsection (u).
This subsection expires June 30, 2004.
(w) Upon receipt of the approval of the department of local
government finance under subsection (v), the treasurer of state
shall pay the contractor the amount of the bill approved by the
department of local government finance from money in the
possession of the state that would otherwise be available for
distribution to the qualifying county, including distributions from
the property tax replacement fund or distributions of admissions
taxes or wagering taxes. This subsection expires June 30, 2004.
(x) The treasurer of state shall withhold from the part
attributable to the county of the next distribution to the county
treasurer under
IC 4-33-12-6
,
IC 4-33-13-5
,
IC 6-1.1-21-4
(b), or
another law the amount of any payment made by the treasurer of
state to the contractor under subsection (w). Money shall be
deducted first from money payable under
IC 6-1.1-21.4
(b) and then
from all other funds payable to the qualifying county. This
subsection expires June 30, 2004.
(y) Compliance with subsections (u) through (x) shall be treated
as compliance with
IC 5-11-10.This
subsection expires June 30,
2004.
(z)
IC 5-11-10-1.6
(d) applies to the treasurer of state with respect
to the payment made in compliance with subsections (u) through
(x). This subsection and subsections (u) through (y) shall be
interpreted liberally so that the state shall, to the extent legally
valid, ensure that the contractual obligations of a county under this
section are paid. Nothing in this subsection or subsections (u)
through (y) shall be construed to create a debt of the state. This
subsection expires June 30, 2004.".
Delete pages 10 through 18.
this chapter.".
Page 58, line 2, strike "of this section".
Page 59, line 2, after "a" insert " properly approved".
Page 59, line 4, after "assessment." insert " The contract must
prohibit payment to the contractor for discovery of undervaluation
or omission with respect to a parcel or personal property return
before all appeals of the assessment of the parcel or the assessment
under the return have been finalized.".
Page 59, line 18, delete "commission or".
Page 60, delete lines 9 through 42.
Page 61, delete lines 1 through 4.
Page 62, line 35, delete "is at least equal to" and inserts " exceeds".
Page 62, line 37, after "located" insert " by at least five percent
(5%)".
Page 62, line 38, delete "one" and insert " two".
Page 62, line 38, delete "(100)" and insert " (200)".
Page 63, line 17, delete "($1)" and insert " and fifty cents ($1.50)".
Page 64, line 11, after "18." insert " (a)".
Page 64, between lines 21 and 22, begin a new paragraph and insert:
" (b) For state fiscal years 2004 and 2005, the aggregate amount
of credits awarded under this chapter for projects to retain existing
jobs in Indiana may not exceed five million dollars ($5,000,000) per
year.
Page 65, line 18, after "19.5." insert " (a)".
Page 66, between lines 9 and 10, begin a new line block indented and
insert:
" (7) A requirement that the chief executive officer of the
company applying for a credit under this chapter must verify
under penalty of perjury that the disparity between projected
costs of the applicant's project in Indiana compared with the
costs for the project in a competing site is real and actual.".
Page 66, line 10, delete "(7)" and insert " (8)".
Page 66, between lines 11 and 12, begin a new paragraph and insert:
" (b) An agreement between an applicant and the board must be
submitted to the budget committee for review and must be
approved by the budget agency before an applicant is awarded a
credit under this chapter for a project to retain existing jobs in
Indiana.".
Page 66, line 30 delete "(½)" and insert "(1/2)".
Page 72, line 15, delete "in" and insert " if".
Page 73, line 27, delete "IC 6-3.5-1.1-9.5" and insert "IC
6-3.5-1.1-9.5, AS AMENDED BY SEA 357-2002, SECTION 292,".
Page 74, line 28, delete "state board of tax commissioners." and
insert "department of local government finance.".
Page 74, line 29, delete "state board of tax commissioners" and insert
"department of local government finance".
Page 74, line 40, strike "IC 6-3.5-1.1-15)" and insert " section 15 of
this chapter)".
Page 77, delete lines 28 through 42.
Delete page 78.
Page 79, delete lines 1 through 18.
under
IC 21-2-11.5-5
(a) and
IC 21-2-15-13.1
(a); and
(2) on deposit in the school corporation's debt service fund;
to the school corporation's general fund for use for any general
fund purpose.
(b) The governing body of a school corporation may adopt a
resolution to transfer after December 31, 2002, and before July 1,
2003, money that is:
(1) not greater than the remainder of the amount described in
IC 21-3-1.7-8
STEP TWO (D) minus the amount transferred
under
IC 21-2-11.5-5
(b) and
IC 21-2-15-13.1
(b); and
(2) on deposit in the school corporation's debt service fund;
to the school corporation's general fund for use for any general
fund purpose.
(c) This section expires July 1, 2003.
department of education.
Sec. 3. As used in this chapter, "township" refers to a township
where any part of a township school was located.
Sec. 4. As used in this chapter, "township school" refers to:
(1) a township school that loses territory to an annexing
corporation as a result of an annexation;
(2) the township school's successor; or
(3) the township.
Sec. 5. (a) An annexing corporation may file a petition of appeal
with the department of local government finance for emergency
financial relief.
(b) The annexing corporation shall serve the petition on the
following:
(1) The department.
(2) The township.
(3) The township school.
(4) Any other annexing corporation that annexed the township
school on the same date.
(c) All annexing corporations are parties to the petition.
Sec. 6. If the department of local government finance receives a
petition of appeal under section 5 of this chapter, the department
of local government finance shall submit the petition to the school
property tax control board established under
IC 6-1.1-19-4.1
for a
fact finding hearing.
Sec. 7. (a) If the department of local government finance submits
a petition to the school property tax control board under section 5
of this chapter, the school property tax control board shall hold a
fact finding hearing.
(b) At a hearing described in subsection (a), the school property
tax control board shall determine the following:
(1) Whether the township school has made all payments
required by any statute, including the following:
(A) P.L.32-1999.
(B)
IC 20-4-4-7
and
IC 20-4-16-3.
(C) The resolution or plan of annexation of the township
school, including:
(i) any amendment to the resolution or plan;
(ii) any supporting or related documents; and
(iii) any agreement between the township school and an
annexing corporation relating to the winding up of affairs
of the township school.
(2) The amount, if any, by which the township school is in
arrears on any payment described in subdivision (1).
(3) Whether the township school has filed with the department
all reports concerning the affairs of the township school,
including all transfer tuition reports required for the two (2)
school years immediately preceding the date on which the
township school was annexed.
(c) In determining the amount of arrears under subsection (b)(2),
the school property tax control board shall consider all amounts
due to an annexing corporation, including the following:
year shall be reduced by the same dollar amount per ADM (as adjusted
by
IC 21-3-1.6-1.1
) so that the total reductions equal the amount of the
excess.
received homebound instruction up to and including December 1
of the current year plus each pupil who received homebound
instruction after December 1 of the prior school year.
(b) A school corporation may include a pupil in its cumulative
count of pupils in homebound programs even if the pupil also is
included in its nonduplicated count of pupils in programs for
severe disabilities, its nonduplicated count of pupils in programs
for mild and moderate disabilities, or its duplicated count of pupils
in programs for communication disorders.
Sec. 7. The amount of the grant that a school corporation is
entitled to receive for special education programs is equal to:
(1) the nonduplicated count of pupils in programs for severe
disabilities multiplied by:
(A) eight thousand forty-five dollars ($8,045) in 2002; and
(B) eight thousand two hundred forty-six dollars ($8,246) in
2003; plus
(2) the nonduplicated count of pupils in programs of mild and
moderate disabilities multiplied by:
(A) two thousand one hundred eighty-three dollars ($2,183)
in 2002; and
(B) two thousand two hundred thirty-eight dollars ($2,238)
in 2003; plus
(3) the duplicated count of pupils in programs for
communication disorders multiplied by:
(A) five hundred eighteen dollars ($518) in 2002; and
(B) five hundred thirty-one dollars ($531) in 2003; plus
(4) the cumulative count of pupils in homebound programs
multiplied by:
(A) five hundred eighteen dollars ($518) in 2002; and
(B) five hundred thirty-one dollars ($531) in 2003.
Sec. 8. Participation in a program is not required to the extent of
full-time equivalency. The Indiana state board of education shall
adopt rules further defining the nature and extent of participation
and the type of program qualifying for approval. No count shall be
made on any program that has not been approved by the Indiana
state board of education or where a pupil is not participating to the
extent required by any rule of the board.
Sec. 9. If a new special education program is created by rule of
the Indiana state board of education or by the United States
Department of Education, the Indiana state board of education
shall determine whether the program shall be included in the list
of programs for severe disabilities or in the list of programs for
mild and moderate disabilities.
Sec. 10. This chapter expires January 1, 2004.
corporation in a foreign jurisdiction, the following apply:
(1) The plan of domestication must be adopted by the board of
directors.
(2) After adopting the plan of domestication, the board of
directors must submit the plan to the shareholders for their
approval. The board of directors must also transmit to the
shareholders a recommendation that the shareholders approve
the plan, unless the board of directors makes a determination
that because of conflicts of interest or other special
circumstances it should not make that recommendation, in
which case the board of directors must communicate to the
shareholders the basis for that determination.
(3) The board of directors may condition its submission of the
plan of domestication to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a
meeting, the corporation must notify each shareholder,
whether or not the shareholder is entitled to vote, of the
meeting of shareholders at which the plan of domestication is
to be submitted for approval. The notice must state that the
purpose, or one (1) of the purposes, of the meeting is to
consider the plan. The notice must contain or be accompanied
by a copy or summary of the plan. The notice must include or
be accompanied by a copy of the articles of incorporation as
they will be in effect immediately after the domestication.
(5) Unless a greater requirement is established by the articles
of incorporation or by the board of directors acting under
subdivision (3), the plan of domestication may be submitted for
the approval of the shareholders:
(A) at a meeting at which a quorum consisting of at least a
majority of the votes entitled to be cast on the plan exists;
and
(B) if any class or series of shares is entitled to vote as a
separate group on the plan, at a meeting at which a quorum
of the voting group consisting of at least a majority of the
votes entitled to be cast on the domestication by that voting
group is present.
(6) Separate voting on the plan of domestication by voting
groups is required by each class or series of shares that:
(A) is to be reclassified under the plan of domestication into
other securities, obligations, rights to acquire shares or other
securities, cash, other property, or any combination of the
types of assets referred to in this clause;
(B) would be entitled to vote as a separate group on a
provision of the plan that, if contained in a proposed
amendment to articles of incorporation, would require action
by separate voting groups under
IC 23-1-30-7
; or
(C) is entitled under the articles of incorporation to vote as
a voting group to approve an amendment of the articles.
(7) If any provision of the articles of incorporation, the bylaws,
or an agreement to which any of the directors or shareholders
are parties, adopted or entered into before July 1, 2002, applies
to a merger of the corporation and that document does not
refer to a domestication of the corporation, the provision
applies to a domestication of the corporation until the
provision is amended after that date.
Sec. 6. (a) After the domestication of a foreign business
corporation has been authorized as required by the laws of the
foreign jurisdiction, the articles of domestication must be executed
by an officer or other duly authorized representative. The articles
must set forth:
(1) the name of the corporation immediately before the filing
of the articles of domestication and, if that name is unavailable
for use in Indiana or the corporation desires to change its name
in connection with the domestication, a name that satisfies the
requirements of
IC 23-1-23-1
;
(2) the jurisdiction of incorporation of the corporation
immediately before the filing of the articles of domestication in
that jurisdiction; and
(3) a statement that the domestication of the corporation in
Indiana was duly authorized as required by the laws of the
jurisdiction in which the corporation was incorporated
immediately before its domestication under this chapter.
(b) The articles of domestication must either contain all of the
provisions that
IC 23-1-21-2
(a) requires to be set forth in articles
of incorporation and any other desired provisions that
IC 23-1-21-2
(b) permits to be included in the articles of
incorporation, or must have attached articles of incorporation. In
either case, provisions that would not be required to be included in
restated articles of incorporation may be omitted.
(c) The articles of domestication must be delivered to the
secretary of state for filing, and are effective at the time provided
in
IC 23-1-18-4.
(d) If the foreign corporation is authorized to transact business
in this state under
IC 23-1-49
, its certificate of authority is canceled
automatically on the effective date of its domestication.
Sec. 7. (a) Whenever a domestic business corporation has
adopted and approved, in the manner required by this chapter, a
plan of domestication providing for the corporation to be
domesticated in a foreign jurisdiction, an officer or another
authorized representative of the corporation must execute articles
of charter surrender on behalf of the corporation. The articles of
charter surrender must set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being
filed in connection with the domestication of the corporation in
a foreign jurisdiction;
(3) a statement that the domestication was approved by the
shareholders and, if voting by any separate voting group was
required, by each separate voting group, in the manner
required by this chapter and the articles of incorporation; and
(4) the corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender must be delivered by the
corporation to the secretary of state for filing. The articles of
charter surrender are effective at the time provided in
IC 23-1-18-4.
Sec. 8. (a) When a domestication of a foreign business
corporation in Indiana becomes effective:
(1) the title to all real and personal property, both tangible and
intangible, held by the corporation remains in the corporation
without reversion or impairment;
(2) the liabilities of the corporation remain the liabilities of the
corporation;
(3) an action or proceeding pending against the corporation
continues against the corporation as if the domestication had
not occurred;
(4) the articles of domestication, or the articles of
incorporation attached to the articles of domestication,
constitute the articles of incorporation of the corporation;
(5) the shares of the corporation are reclassified into shares,
other securities, obligations, rights to acquire shares or other
securities, or cash or other property in accordance with the
terms of the domestication as approved under the laws of the
foreign jurisdiction, and the shareholders are entitled only to
the rights provided by those terms and under those laws; and
(6) the corporation is considered to:
(A) be incorporated under the laws of Indiana for all
purposes;
(B) be the same corporation without interruption as the
corporation that existed under the laws of the foreign
jurisdiction; and
(C) have been incorporated on the date it was originally
incorporated in the foreign jurisdiction.
(b) When a domestication of a domestic business corporation in
a foreign jurisdiction becomes effective, the foreign business
corporation is considered to:
(1) appoint the secretary of state as its agent for service of
process in a proceeding to enforce the rights of shareholders
who exercise appraisal rights in connection with the
domestication; and
(2) agree that it will promptly pay the amount, if any, to which
shareholders are entitled under
IC 23-1-40.
(c) The owner liability of a shareholder in a foreign corporation
that is domesticated in Indiana is as follows:
(1) The domestication does not discharge owner liability under
the laws of the foreign jurisdiction to the extent owner liability
arose before the effective time of the articles of domestication.
(2) The shareholder does not have owner liability under the
laws of the foreign jurisdiction for a debt, obligation, or
liability of the corporation that arises after the effective time
of the articles of domestication.
(3) The provisions of the laws of the foreign jurisdiction
continue to apply to the collection or discharge of any owner
liability preserved by subdivision (1), as if the domestication
had not occurred and the corporation were still incorporated
under the laws of the foreign jurisdiction.
(4) The shareholder has whatever rights of contribution from
other shareholders are provided by the laws of the foreign
jurisdiction with respect to any owner liability preserved by
subdivision (1), as if the domestication had not occurred and
the corporation were still incorporated under the laws of that
jurisdiction.
Sec. 9. (a) Unless otherwise provided in a plan of domestication
of a domestic business corporation, after the plan has been adopted
and approved as required by this chapter, and at any time before
the domestication has become effective, the plan of domestication
may be abandoned by the board of directors without action by the
shareholders.
(b) If a domestication is abandoned under subsection (a) after
articles of charter surrender have been filed with the secretary of
state but before the domestication has become effective, a
statement that the domestication has been abandoned under this
section, executed by an officer or other authorized representative,
must be delivered to the secretary of state for filing before the
effective date of the domestication. The statement is effective upon
filing and the domestication is abandoned and may not become
effective.
(c) If the domestication of a foreign business corporation in
Indiana is abandoned under the laws of the foreign jurisdiction
after articles of domestication have been filed with the secretary of
state, a statement that the domestication has been abandoned,
executed by an officer or other authorized representative, must be
delivered to the secretary of state for filing. The statement is
effective upon filing and the domestication is abandoned and may
not become effective.
Sec. 10. (a) A domestic business corporation may become a
domestic other entity under a plan of entity conversion. If the
organic law of the other entity does not provide for a conversion,
section 14 of this chapter governs the effect of converting to that
form of entity.
(b) A domestic business corporation may become a foreign other
entity only if the entity conversion is permitted by the laws of the
foreign jurisdiction. The laws of the foreign jurisdiction govern the
effect of converting to an other entity in that jurisdiction.
(c) A domestic other entity may become a domestic business
corporation. Section 14 of this chapter governs the effect of
converting to a domestic business corporation. If the organic law
of a domestic other entity does not provide procedures for the
approval of an entity conversion, the conversion must be adopted
and approved, and the entity conversion effectuated, in the same
manner as a merger of the other entity, and its interest holders are
entitled to appraisal rights if appraisal rights are available upon
any type of merger under the organic law of the other entity. If the
organic law of a domestic other entity does not provide procedures
for the approval of either an entity conversion or a merger, a plan
of entity conversion must be adopted and approved, the entity
conversion effectuated, and appraisal rights exercised, in
accordance with the procedures set forth in this chapter and in
IC 23-1-40.
Without limiting the provisions of this subsection, a
domestic other entity whose organic law does not provide
procedures for the approval of an entity conversion is subject to
subsection (e) and section 12(7) of this chapter. For purposes of
applying this chapter and
IC 23-1-40
:
(1) the other entity and its interest holders, interests, and
organic documents taken together are considered a domestic
business corporation and the shareholders, shares, and articles
of incorporation of a domestic business corporation, as the
context may require; and
(2) if the business and affairs of the other entity are managed
by a group of persons that is not identical to the interest
holders, that group is considered the board of directors.
(d) A foreign other entity may become a domestic business
corporation if the organic law of the foreign other entity authorizes
it to become a corporation in another jurisdiction. The laws of this
state govern the effect of converting to a domestic business
corporation under this chapter.
(e) If a debt security, note, or similar evidence of indebtedness for
money borrowed, whether secured or unsecured, or a contract of
any kind, issued, incurred, or executed by a domestic business
corporation before July 1, 2002, applies to a merger of the
corporation and the document does not refer to an entity
conversion of the corporation, the provision applies to an entity
conversion of the corporation until the provision is amended after
that date.
Sec. 11. A plan of entity conversion must include:
(1) a statement of the type of other entity that the surviving
entity will be and, if it will be a foreign other entity, its
jurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) the manner and basis of converting the shares of the
domestic business corporation following its conversion into
interests or other securities, obligations, rights to acquire
interests or other securities, cash, other property, or any
combination of the types of assets referred to in this
subdivision; and
(4) the full text, as in effect immediately after consummation of
the conversion, of the organic documents of the surviving
entity.
Sec. 12. In the case of an entity conversion of a domestic business
corporation to a domestic other entity or foreign other entity, the
following apply:
(1) The plan of entity conversion must be adopted by the board
of directors.
(2) After adopting the plan of entity conversion, the board of
directors must submit the plan to the shareholders for their
approval. The board of directors must also transmit to the
shareholders a recommendation that the shareholders approve
the plan, unless the board of directors makes a determination
that because of conflicts of interest or other special
circumstances it should not make that recommendation, in
which case the board of directors must communicate to the
shareholders the basis for that determination.
(3) The board of directors may condition its submission of the
plan of entity conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a
meeting, the corporation must notify each shareholder,
whether or not entitled to vote, of the meeting of shareholders
at which the plan of entity conversion is to be submitted for
approval. The notice must state that the purpose, or one (1) of
the purposes, of the meeting is to consider the plan. The notice
must contain or be accompanied by a copy or summary of the
plan. The notice must include or be accompanied by a copy of
the organic documents as they will be in effect immediately
after the entity conversion.
(5) Unless a greater requirement is established by the articles
of incorporation or by the board of directors acting under
subdivision (3), approval of the plan of entity conversion
requires the approval of the shareholders at a meeting at which
a quorum consisting of at least a majority of the votes entitled
to be cast on the plan exists.
(6) In addition to the vote required under subdivision (5),
separate voting on the plan of equity conversion by voting
groups is also required by each class or series of shares. Unless
the articles of incorporation, or the board of directors acting
under subdivision (3), requires a greater vote or a greater
number of votes to be present, if the corporation has more than
one (1) class or series of shares outstanding, approval of the
plan of entity conversion requires the approval of each
separate voting group at a meeting at which a quorum of the
voting group consisting of at least a majority of the votes
entitled to be cast on the conversion by that voting group is
present.
(7) If any provision of the articles of incorporation, the bylaws,
or an agreement to which any of the directors or shareholders
are parties, adopted or entered into before July 1, 2002, applies
to a merger of the corporation and the document does not refer
to an entity conversion of the corporation, the provision applies
to an entity conversion of the corporation until the provision is
subsequently amended.
(8) If as a result of the conversion one (1) or more shareholders
of the corporation would become subject to owner liability for
the debts, obligations, or liabilities of any other person or
entity, approval of the plan of conversion requires the
execution, by each shareholder, of a separate written consent
to become subject to the owner liability.
Sec. 13. (a) After conversion of a domestic business corporation
to a domestic other entity has been adopted and approved as
required by this chapter, articles of entity conversion must be
executed on behalf of the corporation by any officer or other duly
authorized representative. The articles must:
(1) set forth the name of the corporation immediately before
the filing of the articles of entity conversion and the name to
which the name of the corporation is to be changed, which
must satisfy the organic law of the surviving entity;
(2) state the type of other entity that the surviving entity will
be;
(3) set forth a statement that the plan of entity conversion was
duly approved by the shareholders in the manner required by
this chapter and the articles of incorporation; and
(4) if the surviving entity is a filing entity, either contain all of
the provisions required to be set forth in its public organic
document and any other desired provisions that are permitted,
or have attached a public organic document, except that, in
either case, provisions that would not be required to be
included in a restated public organic document may be
omitted.
(b) After the conversion of a domestic other entity to a domestic
business corporation has been adopted and approved as required
by the organic law of the other entity, an officer or another duly
authorized representative of the other entity must execute articles
of entity conversion on behalf of the other entity. The articles must:
(1) set forth the name of the other entity immediately before
the filing of the articles of entity conversion and the name to
which the name of the other entity is to be changed, which
must satisfy the requirements of
IC 23-1-23-1
;
(2) set forth a statement that the plan of entity conversion was
duly approved in accordance with the organic law of the other
entity;
(3) either contain all of the provisions that
IC 23-1-21-2
(a)
requires to be set forth in articles of incorporation and any
other desired provisions that
IC 23-1-21-2
(b) permits to be
included in articles of incorporation, or have attached articles
of incorporation, except that, in either case provisions that
would not be required to be included in restated articles of
incorporation of a domestic business corporation may be
omitted.
(c) After the conversion of a foreign other entity to a domestic
business corporation has been authorized as required by the laws
of the foreign jurisdiction, articles of entity conversion must be
executed on behalf of the foreign other entity by any officer or
authorized representative. The articles must:
(1) set forth the name of the other entity immediately before
the filing of the articles of entity conversion and the name to
which the name of the other entity is to be changed, which
must satisfy the requirements of
IC 23-1-23-1
;
(2) set forth the jurisdiction under the laws of which the other
entity was organized immediately before the filing of the
articles of entity conversion and the date on which the other
entity was organized in that jurisdiction;
(3) set forth a statement that the conversion of the other entity
was duly approved in the manner required by its organic law;
and
(4) either contain all of the provisions that
IC 23-1-21-2
(a)
requires to be set forth in articles of incorporation and any
other desired provisions that
IC 23-1-21-2
(b) permits to be
included in articles of incorporation, or have attached articles
of incorporation, except that, in either case, provisions that
would not be required to be included in restated articles of
incorporation of a domestic business corporation may be
omitted.
(d) The articles of entity conversion must be delivered to the
secretary of state for filing and take effect at the effective time
provided in
IC 23-1-18-4.
(e) If the converting entity is a foreign other entity that is
authorized to transact business in Indiana under a provision of law
similar to
IC 23-1-49
, its certificate of authority or other type of
foreign qualification is canceled automatically on the effective date
of its conversion.
Sec. 14. (a) Whenever a domestic business corporation has
adopted and approved, in the manner required by this chapter, a
plan of entity conversion providing for the corporation to be
converted to a foreign other entity, articles of charter surrender
must be executed on behalf of the other corporation by any officer
or other duly authorized representative. The articles of charter
surrender must set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being
filed in connection with the conversion of the corporation to a
foreign other entity;
(3) a statement that the conversion was duly approved by the
shareholders in the manner required by this chapter and the
articles of incorporation;
(4) the jurisdiction under the laws of which the surviving entity
will be organized; and
(5) if the surviving entity will be a nonfiling entity, the address
of its executive office immediately after the conversion.
(b) The articles of charter surrender must be delivered by the
corporation to the secretary of state for filing. The articles of
charter surrender take effect on the effective time provided in
IC 23-1-18-4.
Sec. 15. (a) When a conversion under this section in which the
surviving entity is a domestic business corporation or domestic
other entity becomes effective:
(1) the title to all real and personal property, both tangible and
intangible, of the converting entity remains in the surviving
entity without reversion or impairment;
(2) the liabilities of the converting entity remain the liabilities
of the surviving entity;
(3) an action or proceeding pending against the converting
entity continues against the surviving entity as if the
conversion had not occurred;
(4) in the case of a surviving entity that is a filing entity, the
articles of conversion, or the articles of incorporation or public
organic document attached to the articles of conversion,
constitute the articles of incorporation or public organic
document of the surviving entity;
(5) in the case of a surviving entity that is a nonfiling entity, the
private organic document provided for in the plan of
conversion constitutes the private organic document of the
surviving entity;
(6) the share or interests of the converting entity are
reclassified into shares, interests, other securities, obligations,
rights to acquire shares, interests, or their securities, or into
cash or other property in accordance with the plan of
conversion, and the shareholders or interest holders of the
converting entity are entitled only to the rights provided in the
plan of conversion and to any rights they may have under
IC 23-1-40
; and
(7) the surviving entity is considered to:
(A) be a domestic business corporation or other entity for all
purposes;
(B) be the same corporation or other entity without
interruption as the converting entity that existed before the
conversion; and
(C) have been incorporated or otherwise organized on the
date that the converting entity was originally incorporated
or organized.
(b) When a conversion of a domestic business corporation to a
foreign other entity becomes effective, the surviving entity is
considered to:
(1) appoint the secretary of state as its agent for service of
process in a proceeding to enforce the rights of shareholders
who exercise appraisal rights in connection with the
conversion; and
(2) agree that it will promptly pay the amount, if any, to which
the shareholders referred to in subdivision (1) are entitled
under
IC 23-1-40.
(c) A shareholder who becomes subject to owner liability for
some or all of the debts, obligations, or liabilities of the surviving
entity is personally liable only for those debts, obligations, or
liabilities of the surviving entity that arise after the effective time
of the articles of entity conversion.
(d) The owner liability of an interest holder in an other entity
that converts to a domestic business corporation is as follows:
(1) The conversion does not discharge any owner liability
under the organic law of the other entity to the extent that any
such owner liability arose before the effective time of the
articles of entity conversion.
(2) The interest holder does not have owner liability under the
organic law of the other entity for any debt, obligation, or
liability of the corporation that arises after the effective time
of the articles of entity conversion.
(3) The provisions of the organic law of the other entity
continue to apply to the collection or discharge of any owner
liability preserved by subdivision (1), as if the conversion had
not occurred and the surviving entity were still the converting
entity.
(4) The interest holder has whatever rights of contribution
from other interest holders are provided by the organic law of
the other entity with respect to any owner liability preserved
by subdivision (1), as if the conversion had not occurred and
the surviving entity were still the converting entity.
Sec. 16. (a) Unless otherwise provided in a plan of entity
conversion of a domestic business corporation, after the plan has
been adopted and approved as required by this chapter, and at any
time before the entity conversion becomes effective, the plan of
entity conversion may be abandoned by the board of directors
without action by the shareholders.
(b) If an entity conversion is abandoned after articles of entity
conversion or articles of charter surrender have been filed with the
secretary of state but before the entity conversion becomes
effective, a statement that the entity conversion has been
abandoned under this section, executed by an officer or authorized
representative, must be delivered to the secretary of state for filing
before the effective date of the entity conversion. Upon filing the
statement takes effect and the entity conversion is considered
abandoned and shall not become effective.
party to the merger is formed, organized, or incorporated, and
each other business entity complies with the laws in effecting
the merger.
(4) The merging entities approve a plan of merger that sets
forth the following:
(A) The name of each domestic corporation and the name
and jurisdiction of formation, organization, or incorporation
of each other business entity planning to merge, and the
name of the surviving or resulting domestic corporation or
other business entity into which each other domestic
corporation or other business entity plans to merge.
(B) The terms and conditions of the merger.
(C) The manner and basis of converting the shares of each
domestic corporation that is a party to the merger and the
partnership interests, shares, obligations, or other securities
of each other business entity that is a party to the merger
into partnership interests, interests, shares, obligations, or
other securities of the surviving entity or any other domestic
corporation or other business entity or, in whole or in part,
into cash or other property, and the manner and basis of
converting rights to acquire the shares of each domestic
corporation that is a party to the merger and rights to
acquire partnership interests, interests, shares, obligations,
or other securities of each other business entity that is a
party to the merger into rights to acquire partnership
interests, interests, shares, obligations, or other securities of
the surviving entity or any other domestic corporation or
other business entity or, in whole or in part, into cash or
other property.
(D) If a partnership is to be the surviving entity, the names
and business addresses of the general partners of the
surviving entity.
(E) If a limited liability company is to be the surviving entity
and management of the limited liability company is vested in
one (1) or more managers, the names and business addresses
of the managers.
(F) All statements required to be set forth in the plan of
merger by the laws under which each other business entity
that is a party to the merger is formed, organized, or
incorporated.
(5) The plan of merger may set forth the following:
(A) If a domestic corporation is to be the surviving entity,
any amendments to, or a restatement of, the articles of
incorporation of the surviving entity, and the amendments or
restatement will be effective at the effective date of the
merger.
(B) Any other provisions relating to the merger.
(d) The plan of merger required by subsection (c)(4) must be
adopted and approved by each domestic corporation that is a party
to the merger in the same manner as is provided in this chapter.
(e) Notwithstanding subsection (c)(4), if the surviving entity is a
partnership, a shareholder of a domestic corporation that is a
party to the merger does not, as a result of the merger, become a
general partner of the surviving entity, and the merger does not
become effective under this chapter, unless:
(1) the shareholder specifically consents in writing to become
a general partner of the surviving entity; and
(2) written consent is obtained from each shareholder who, as
a result of the merger, would become a general partner of the
surviving entity;
A shareholder providing written consent under this subsection is
considered to have voted in favor of the plan of merger for
purposes of this chapter.
(f) This section, to the extent applicable, applies to the merger of
one (1) or more domestic corporations with or into one (1) or more
other business entities.
(g) Notwithstanding any other law, a merger consisting solely of
the merger of one (1) or more domestic corporations with or into
one (1) or more foreign corporations must be consummated solely
according to the requirements of this section.
other domestic limited liability partnership or other business
entity plans to merge.
(B) The terms and conditions of the merger.
(C) The manner and basis of converting the partnership shares
of the limited liability partnership that is a party to the merger
and the partnership interests, shares, obligations, or other
securities of each other business entity that is a party to the
merger into partnership interests, interests, shares, obligations,
or other securities of the surviving entity or any other domestic
corporation or other business entity or, in whole or in part, into
cash or other property, and the manner and basis of converting
rights to acquire the shares of each domestic corporation that is
a party to the merger and rights to acquire partnership interests,
interests, shares, obligations, or other securities of each other
business entity that is a party to the merger into rights to acquire
partnership interests, interests, shares, obligations, or other
securities of the surviving entity or any other domestic
corporation or other business entity or, in whole or in part, into
cash or other property.
(D) If a partnership is to be the surviving entity, the names and
business addresses of the general partners of the surviving entity.
(E) If a limited liability company is to be the surviving entity and
management of the limited liability company is vested in one (1)
or more managers, the names and business addresses of the
managers.
(F) All statements required to be set forth in the plan of merger
by the laws under which each other business entity that is a party
to the merger is formed, organized, or incorporated.
(5) The plan of merger may set forth the following:
(A) If a domestic corporation is to be the surviving entity, any
amendments to, or a restatement of, the articles of incorporation
of the surviving entity, and the amendments or restatement will
be effective at the effective date of the merger.
(B) Any other provisions relating to the merger.
(d) The plan of merger required by subsection (c)(4) must be adopted
and approved by each domestic limited liability partnership that is a
party to the merger in the same manner as is provided in this chapter.
(e) Notwithstanding subsection (c)(4), if the surviving entity is a
partnership, a shareholder of a domestic corporation that is a party to
the merger does not, as a result of the merger, become a general partner
of the surviving entity and the merger does not become effective under
this chapter, unless:
(1) the shareholder specifically consents in writing to become a
general partner of the surviving entity; and
(2) written consent is obtained from each shareholder who, as a
result of the merger, would become a general partner of the
surviving entity;
A shareholder providing written consent under this subsection is
considered to have voted in favor of the plan of merger for purposes of
this chapter.
(f) This section, to the extent applicable, applies to the merger of one
(1) or more domestic limited liability partnerships with or into one (1)
or more other business entities.
(g) Notwithstanding any other law, a merger consisting solely of the
merger of one (1) or more domestic limited liability partnerships with
or into one (1) or more foreign corporations must be consummated
solely according to the requirements of this section.
state, the United States, a foreign country, or a foreign jurisdiction
if the following requirements are met:
(1) Each domestic limited partnership corporation that is a
party to the merger complies with the applicable provisions of
this chapter.
(2) Each domestic other business entity that is a party to the
merger complies with the requirements of applicable law.
(3) The merger is permitted by the laws of the state, country,
or jurisdiction under which each other business entity that is
a party to the merger is formed, organized, or incorporated,
and each other business entity complies with the laws in
effecting the merger.
(4) The merging entities approve a plan of merger that sets
forth the following:
(A) The name of each domestic limited partnership and the
name and jurisdiction of formation, organization, or
incorporation of each other business entity planning to
merge, and the name of the surviving or resulting domestic
corporation or other business entity into which each other
domestic corporation or other business entity plans to merge.
(B) The terms and conditions of the merger.
(C) The manner and basis of converting the limited
partnership shares of each domestic limited partnership that
is a party to the merger and the partnership interests, shares,
obligations, or other securities of each other business entity
that is a party to the merger into partnership interests,
interests, shares, obligations, or other securities of the
surviving entity or any other domestic corporation or other
business entity or, in whole or in part, into cash or other
property, and the manner and basis of converting rights to
acquire the shares of each domestic corporation that is a
party to the merger and rights to acquire partnership
interests, interests, shares, obligations, or other securities of
each other business entity that is a party to the merger into
rights to acquire partnership interests, interests, shares,
obligations, or other securities of the surviving entity or any
other domestic corporation or other business entity or, in
whole or in part, into cash or other property.
(D) If a partnership is to be the surviving entity, the names
and business addresses of the general partners of the
surviving entity.
(E) If a limited liability company is to be the surviving entity
and management of the limited liability company is vested in
one (1) or more managers, the names and business addresses
of the managers.
(F) All statements required to be set forth in the plan of
merger by the laws under which each other business entity
that is a party to the merger is formed, organized, or
incorporated.
(5) The plan of merger may set forth the following:
(A) If a domestic corporation is to be the surviving entity,
any amendments to, or a restatement of, the articles of
incorporation of the surviving entity, and the amendments or
restatement will be effective at the effective date of the
merger.
(B) Any other provisions relating to the merger.
(d) The plan of merger required by subsection (c)(4) will be
adopted and approved by each domestic corporation that is a party
to the merger in the same manner as is provided in this chapter.
(e) Notwithstanding subsection (c)(4), if the surviving entity is a
partnership, a shareholder of a domestic corporation that is a
party to the merger does not, as a result of the merger, become a
general partner of the surviving entity and the merger does not
become effective under this chapter, unless:
(1) the shareholder specifically consents in writing to become
a general partner of the surviving entity; and
(2) written consent is obtained from each shareholder who, as
a result of the merger, would become a general partner of the
surviving entity;
A shareholder providing written consent under this subsection is
considered to have voted in favor of the plan of merger for
purposes of this chapter.
(e) This section, to the extent applicable, applies to the merger of
one (1) or more domestic limited partnerships with or into one (1)
or more other business entities.
(f) Notwithstanding any other law, a merger consisting solely of
the merger of one (1) or more domestic limited partnerships with
or into one (1) or more foreign corporations must be made solely
according to the requirements of this section.
state of Indiana establishing the applicant's right to use the name
applied for in Indiana.
securities of each other business entity that is a party to the
merger into rights to acquire partnership interests, interests,
shares, obligations, or other securities of the surviving entity
or any other domestic corporation or other business entity
or, in whole or in part, into cash or other property.
(D) If a partnership is to be the surviving entity, the names
and business addresses of the general partners of the
surviving entity.
(E) If a limited liability company is to be the surviving entity
and management thereof is vested in one (1) or more
managers, the names and business addresses of the
managers.
(F) All statements required to be set forth in the plan of
merger by the laws under which each other business entity
that is a party to the merger is formed, organized, or
incorporated.
(5) The plan of merger may set forth the following:
(A) If a domestic corporation is to be the surviving entity,
any amendments to, or a restatement of, the articles of
incorporation of the surviving entity, and the amendments or
restatement will be effective at the effective date of the
merger.
(B) Any other provisions relating to the merger.
(d) The plan of merger required by subsection (c)(4) must be
adopted and approved by each domestic limited liability company
that is a party to the merger in the same manner as is provided in
this chapter.
(e) Notwithstanding subsection (c)(4), if the surviving entity is a
partnership, a shareholder of a domestic corporation that is a
party to the merger does not, as a result of the merger, become a
general partner of the surviving entity and the merger does not
become effective under this chapter, unless:
(1) the shareholder specifically consents in writing to become
a general partner of the surviving entity; and
(2) written consent is obtained from each shareholder who, as
a result of the merger, would become a general partner of the
surviving entity;
A shareholder providing written consent under this subsection is
considered to have voted in favor of the plan of merger for
purposes of this chapter.
(f) This section, to the extent applicable, applies to the merger of
one (1) or more domestic limited liability companies with or into
one (1) or more other business entities.
(g) Notwithstanding any other law, a merger consisting solely of
the merger of one (1) or more domestic limited liability company
with or into one (1) or more foreign corporations must be
consummated solely according to the requirements of this section.
The managers may not receive salaries, but shall be reimbursed for any
expenses necessarily incurred in the performance of their duties.
(f) The board of managers shall annually elect officers to serve
during the calendar year. The board of managers may adopt resolutions
and bylaws governing its operations and procedure and may hold
meetings as often as necessary to transact business and to perform its
duties. A majority of the managers constitutes a quorum.
and publicize the civic center a building and serve the
commercial, industrial, and cultural interests of Indiana and all its
citizens by the use of the civic center; a building; and assist and
cooperate with the state and other public, governmental, and
private agencies and groups of citizens for those purposes.
(12) Supervise, manage, operate, and maintain any other public
facility owned or leased by the lessee governmental entity or by an
agency of it when so directed by a resolution adopted by the fiscal
body of the entity.
(13) Exercise other powers and perform other duties not in conflict
with this chapter that are specified by ordinance or resolution of
the fiscal body of the lessee governmental entity.
(14) Perform all other acts necessarily incidental to its duties and
the powers listed in this section.
shall issue all warrants for the payment of money from the funds of the
board of managers in accordance with procedures prescribed by the
board of managers, but a warrant may not be issued for the payment of
any claim until an itemized and verified statement of the claim has
been filed with the controller, who may require evidence that all
amounts claimed are justly due. All warrants shall be countersigned by
the controller or financial officer or by the executive manager. Payroll
and similar warrants may be executed with facsimile signatures.
(d) If the board of managers or the lessee governmental entity has
entered into any agreement to lease civic center building facilities from
the authority, the controller shall pay the lease rental to the authority
within a reasonable period before the date on which principal or
interest on any bonds outstanding issued under this chapter becomes
due. The assistant shall submit to the board of managers at least
annually a report of his accounts exhibiting the revenues, receipts, and
disbursements and the sources from which the revenues and receipts
were derived and the purpose and manner in which the disbursements
were made. The board of managers may require that the report be
prepared by a designated, independent certified public accountant.
Handling and expenditure of funds is subject to audit and supervision
by the state board of accounts.
property".
Page 132, delete lines 4 through 8.
Page 132, between lines 8 and 9, begin a new paragraph and insert:
main and regional campuses shall receive.
____________________________ ____________________________
Representative Bauer Senator Borst
Chairperson
____________________________ ____________________________
Representative Espich Senator Simpson
House Conferees Senate Conferees