Sec. 23. (a) A surviving corporation or successor corporation formed under this chapter may be dissolved by filing in the office of the secretary of state articles of dissolution that must be entitled and endorsed “Articles of dissolution of ____________” (the blank space being filled in with the name of the surviving corporation or successor corporation) and must include the following:

(1) The name of the surviving corporation or successor corporation and the names of the original corporations that were merged or consolidated to form the surviving corporation or successor corporation.

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Terms Used In Indiana Code 8-1-17.5-23

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Property: includes personal and real property. See Indiana Code 1-1-4-5
  • successor corporation: means a corporation that is formed from a consolidation of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-5
  • surviving corporation: means the corporation that remains after a merger of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-6
(2) The date of filing the following in the office of the secretary of state:

(A) the surviving corporation’s or successor corporation’s articles of incorporation, as most recently amended; and

(B) the articles of incorporation of the original corporations that were merged or consolidated to form the surviving corporation or successor corporation.

(3) A statement that the corporation elects to dissolve.

(4) The name and post office address of each of the directors of the surviving corporation or successor corporation, and the name, title, and post office address of each of the officers of the surviving corporation or successor corporation.

     (b) The articles of dissolution shall be subscribed and acknowledged by the surviving corporation’s or successor corporation’s president or a vice president, and by the secretary or an assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file the articles by a resolution adopted by the members of the surviving corporation or successor corporation at a meeting called and held as provided in section 14 of this chapter.

     (c) The articles of dissolution, or one (1) or more certified copies of the articles, shall be filed in the office of the secretary of state and upon that filing, the corporation shall be considered dissolved.

     (d) A surviving corporation or successor corporation dissolved under subsection (c) shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name.

     (e) Any assets remaining after all liabilities or obligations of the surviving corporation or successor corporation have been satisfied or discharged pass to and become the property of the state.

As added by P.L.18-2010, SEC.1.

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