Indiana Code 27-1-8-12. Restrictions on amendments; decreasing capital stock
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Terms Used In Indiana Code 27-1-8-12
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- articles of incorporation: includes both the original articles of incorporation and any and all amendments thereto, except where the original articles of incorporation only are expressly referred to, and includes articles of merger, consolidation and reinsurance, and in case of corporations, heretofore organized, articles of reorganization filed in the office of the secretary of state, and all amendments thereto. See Indiana Code 27-1-2-3
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- capital: means the aggregate amount paid in on the shares of capital stock of a corporation issued and outstanding. See Indiana Code 27-1-2-3
- capital stock: means the aggregate amount of the par value of all shares of capital stock. See Indiana Code 27-1-2-3
- Department: means "the department of insurance" of this state. See Indiana Code 27-1-2-3
- Insurance: means a contract of insurance or an agreement by which one (1) party, for a consideration, promises to pay money or its equivalent or to do an act valuable to the insured upon the destruction, loss or injury of something in which the other party has a pecuniary interest, or in consideration of a price paid, adequate to the risk, becomes security to the other against loss by certain specified risks; to grant indemnity or security against loss for a consideration. See Indiana Code 27-1-2-3
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- shareholder: means one who is a holder of record of shares of stock in a corporation, unless the context otherwise requires. See Indiana Code 27-1-2-3
Sec. 12. A company may amend its articles by providing for a decrease of its capital stock to an amount not less than the minimum capital required for the kind or kinds of insurance transacted by the company before the amendment of the company’s articles of incorporation. The department shall not approve or issue its certified copy of such amendment to the company if it shall be of the opinion that the interests of policyholders or creditors may be prejudiced thereby. No distribution of the assets of the company shall be made to shareholders upon any such decrease of capital which shall reduce the surplus of its assets over its liabilities, including capital, to less than the minimum surplus required by this article. Upon any such amendment so decreasing the capital, such company may require each shareholder to return the shareholder’s certificate of stock and accept a new certificate for such proportion of the amount of its original stock as the reduced capital shall bear to the original capital.
Formerly: Acts 1935, c.162, s.113. As amended by P.L.252-1985, SEC.38; P.L.136-2018, SEC.154.