reglab/housing_qa huggingface dataset:
IN Code § 28-1-7.5-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-9. Articles of Exchange; Requisites; Filing; Certificate of Exchange; Issuance; Effectiveness of Plan

Sec. 9. (a) After the plan of exchange is approved by shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and, if required, by the shareholders of the holding company, and unless the plan of exchange is subsequently abandoned, the bank, trust company, corporate fiduciary, or stock savings bank and the holding company shall prepare articles of exchange setting forth:(1) the plan of exchange;(2) the manner of the approval of the plan by the directors of the holding company and the bank, trust company, corporate fiduciary, or stock savings bank;(3) the manner of its adoption and the vote by which adopted by the shareholders; and(4) the fact that the plan of exchange has been approved by the department.(b) The articles of exchange shall be signed under oath on behalf of each corporation. The articles of exchange shall be filed with the department. The department shall, if it approves the articles of exchange, endorse its approval on all copies and file them with the secretary of state. The secretary of state shall endorse the approval of the secretary of state on each of the copies and keep one (1) copy of the articles of exchange, issue a certificate of exchange, and deliver the remaining copies to the holding company.(c) The plan of exchange becomes effective upon the issuance of the certificate of exchange by the secretary of state, unless a later date is specified.As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.68; P.L.262-1995, SEC.21.
IN Code § 28-1-7.5-10 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-10. Plan of Exchange; Consummation by Operation of Law; Effect

Sec. 10. At the time that the plan of exchange becomes effective:(1) each shareholder ceases to be a shareholder of the bank, trust company, corporate fiduciary, or stock savings bank;(2) the ownership of all shares of the issued and outstanding common stock of the bank, trust company, corporate fiduciary, or stock savings bank (except shares for which payment of value is required to be made under section 8 of this chapter) vest in the holding company automatically without any physical transfer or deposit of certificates representing those shares;(3) the articles of incorporation of the holding company are amended to the extent that any provisions of those articles are restated in the plan of exchange;(4) the holding company becomes the sole holder of the common stock of the bank, trust company, corporate fiduciary, or stock savings bank and has all of the rights, privileges, immunities and powers, and (except as otherwise provided in this chapter) is subject to all of the duties and liabilities, of a shareholder of a bank, trust company, corporate fiduciary, or stock savings bank; and(5) depending upon which option is provided for in the plan of exchange, certificates representing shares of common stock of the bank and trust company or corporate fiduciary (except shares for which payment of value is required to be made under section 8 of this chapter) become certificates representing either shares of the issued and outstanding common stock of the holding company, or the right to receive shares of stock issued by the holding company upon such terms as are specified in the plan of exchange.As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.69; P.L.262-1995, SEC.22.
IN Code § 28-1-7.5-11 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-11. Redemption by Holding Company of Its Outstanding Common Stock

Sec. 11. Within thirty (30) days after the plan of exchange becomes effective, the holding company shall redeem all shares of common stock of the holding company that were outstanding immediately before the effective time of the exchange. The holding company shall redeem the shares in the manner provided in the plan of exchange.As added by P.L.238-1983, SEC.10.
IN Code § 28-1-7.5-12 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-12. Separate and Distinct Corporations; Effect Upon Liability

Sec. 12. The bank, trust company, corporate fiduciary, or stock savings bank and the holding company are separate and distinct corporations. Notwithstanding any acts or omissions of the officers, directors, or shareholders of the corporations, neither of the corporations has any liability to the creditors, depositors, or shareholders of the other.As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.70; P.L.262-1995, SEC.23.
IN Code § 28-1-7.5-13 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-13. Exemption From Requirements of Ic 28-1-2-23

Sec. 13. An acquisition by a holding company of control of a bank, trust company, corporate fiduciary, or stock savings bank is exempt from the requirements of IC 28-1-2-23 if the acquisition is made under this chapter.As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.71; P.L.262-1995, SEC.24.
IN Code § 28-1-7.5-14 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-14. Acquisition Under Other Lawful Procedures Unaffected

Sec. 14. This chapter does not prohibit the acquisition by a holding company of shares of stock of a bank, trust company, corporate fiduciary, or stock savings bank under any other procedure that may be authorized by law, under voluntary exchange, or under an agreement with shareholders.As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.72; P.L.262-1995, SEC.25.
IN Code § 28-1-7.5-15 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 7.5. Formation of Certain Bank Holding Companies|28-1-7.5-15. Limitations of Ic 28-2-14 Unaffected

Sec. 15. This chapter does not affect the limitations imposed on bank holding companies by IC 28-2-14.As added by P.L.238-1983, SEC.10. Amended by P.L.19-1986, SEC.48.
IN Code § 28-1-8-0.5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-0.5. "Corporation"

Sec. 0.5. As used in this chapter, "corporation" means:(1) a bank;(2) a trust company;(3) a corporate fiduciary;(4) a savings bank;(5) a savings association;(6) an industrial loan and investment company that maintains federal deposit insurance; or(7) a credit union.As added by P.L.171-1996, SEC.6. Amended by P.L.192-1997, SEC.3; P.L.79-1998, SEC.40; P.L.159-2017, SEC.25.
IN Code § 28-1-8-0.7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-0.7. "Shareholder"

Sec. 0.7. As used in this chapter, "shareholder", with respect to a:(1) mutual savings bank;(2) mutual savings association; or(3) credit union;refers to a member of the mutual savings bank, mutual savings association, or credit union, as applicable.As added by P.L.27-2012, SEC.43. Amended by P.L.13-2013, SEC.72; P.L.159-2017, SEC.26.
IN Code § 28-1-8-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-1. Disposition of Property and Assets; Authority; Compliance With Procedures

Sec. 1. A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property and assets, including good will, by complying with the provisions of this chapter.Formerly: Acts 1933, c.40, s.137. As amended by P.L.263-1985, SEC.37; P.L.122-1994, SEC.73; P.L.262-1995, SEC.26; P.L.27-2012, SEC.44.
IN Code § 28-1-8-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-2. Resolution Proposing Sale or Other Disposition; Submission to Shareholders

Sec. 2. (a) A sale, lease, exchange, or other disposition described in section 1 of this chapter must first be proposed by the board of directors by the adoption of a resolution that:(1) sets forth the terms and conditions of the sale, lease, exchange, or other disposition; and(2) directs that the proposed disposition be submitted to a vote of the shareholders at the annual meeting or a special meeting.(b) The meeting described in subsection (a)(2) shall:(1) be called in the resolution required by subsection (a); and(2) be in accordance with:(A) IC 28-13-5-8, in the case of a corporation other than a credit union; and(B) IC 28-7-1-14, in the case of a credit union.Formerly: Acts 1933, c.40, s.138. As amended by P.L.263-1985, SEC.38; P.L.14-1992, SEC.75; P.L.122-1994, SEC.74; P.L.27-2012, SEC.45; P.L.159-2017, SEC.27.
IN Code § 28-1-8-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-3. Submission of Resolution to Department; Conditions for Approval; Economic Benefits to Officers or Directors

Sec. 3. (a) Before a proposed disposition described in section 1 of this chapter is submitted to a vote of the shareholders, the resolution proposing the disposition shall be submitted for the approval of the department.(b) Subject to section 5(d) of this chapter, and any approvals required under federal law, the department may approve a resolution if the corporation has and will have assets in excess of the corporation's liabilities and either of the following applies:(1) The corporation intends to merge out of existence under IC 28-1-7-1 or IC 28-7-1-33, as applicable.(2) The corporation intends to voluntarily dissolve under IC 28-1-9 or IC 28-7-1-27.1, as applicable.(c) An officer or a director of a corporation whose proposed disposition is approved by the department under subsection (b) may not negotiate for or receive any economic benefit in connection with any sale of assets under this chapter, except for:(1) compensation and other benefits paid to the officer or director and to officers and directors of the purchasing institution in the ordinary course of business;(2) any economic benefit realized by all shareholders as a result of the disposition; or(3) any economic benefit received as part of a compensation or benefit plan existing at the time of the disposition and approved before the initiation of sale negotiations.(d) If the department approves a resolution submitted under this section, the department shall:(1) write or stamp on the resolution:(A) the words "Approved by the Department of Financial Institutions of the State of Indiana"; and(B) the date of the approval; and(2) place the impression of the seal of the department and the signature of the director or the director's authorized designee beneath the approval stamp.Formerly: Acts 1933, c.40, s.139. As amended by P.L.263-1985, SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010, SEC.114; P.L.27-2012, SEC.46; P.L.159-2017, SEC.28.
IN Code § 28-1-8-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-4. Submission to Shareholders; Vote Required; Exception for Corporation in Danger of Insolvency

Sec. 4. If a resolution proposing a disposition described in section 1 of this chapter is approved by the department, the resolution may then be submitted to the shareholders at the annual meeting or a special meeting. The resolution shall be authorized upon receiving the affirmative votes of two-thirds (2/3) of the outstanding shares. However, the department may permit the resolution to be authorized without receiving shareholder approval if the corporation whose assets are to be disposed of is in danger of insolvency.Formerly: Acts 1933, c.40, s.140. As amended by P.L.122-1994, SEC.76; P.L.159-2017, SEC.29.
IN Code § 28-1-8-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-5. Dissenting Shareholders; Effective Date of Disposition; Inapplicability to Credit Unions, Mutual Savings Banks, and Mutual Savings Associations

Sec. 5. (a) This section does not apply to a shareholder of a credit union that is the subject of a proposed transaction concerning the sale, lease, exchange, or other disposition of the credit union's property or assets under this chapter.(b) Subject to subsection (d), the rights of dissenting shareholders in the case of a merger or consolidation, as set forth in IC 28-1-7-21, apply to the sale, lease, exchange, or other disposition of the property and assets of a corporation under this chapter. Any dissenting shareholder shall have such rights and remedies as provided for in IC 28-1-7-21.(c) For purposes of the application of IC 28-1-7-21 to this chapter, the "effective date" of a sale, lease, exchange, or other disposition under this chapter, within the meaning of IC 28-1-7-21, is the date upon which the disposition was authorized by the shareholders of the corporation.(d) In a proposed disposition described in section 3(b) of this chapter, if the corporation that is the subject of the proposed disposition is a mutual savings bank or a mutual savings association, the rights and remedies for dissenting shareholders set forth in IC 28-1-7-21 do not apply.Formerly: Acts 1933, c.40, s.141. As amended by P.L.263-1985, SEC.40; P.L.122-1994, SEC.77; P.L.27-2012, SEC.47; P.L.159-2017, SEC.30.
IN Code § 28-1-8-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations|28-1-8-6. Purchase of Assets; Submission of Resolution and Application to Department; Factors for Department's Approval; Exceptions to Approval Requirement

Sec. 6. (a) Subject to the approval of the department, a corporation may purchase all or substantially all of the assets of one (1) or more other corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or the United States.(b) After the board of directors of a corporation agrees to purchase all or substantially all of the assets of one (1) or more corporations, the board resolution approving the purchase and an application in the form prescribed by the director of the department must be submitted for approval by the department.(c) Subject to any approvals required under federal law, the department, in its discretion, may approve or disapprove an application and a board resolution submitted under subsection (b). In deciding whether to approve or disapprove the board resolution and application, the department shall consider the following factors:(1) Whether the institutions subject to the proposed transaction are operated in a safe, sound, and prudent manner.(2) Whether the financial condition of any institution subject to the proposed transaction will jeopardize the financial stability of any other institutions subject to the proposed transaction.(3) Whether the proposed transaction under this chapter will result in an institution that has inadequate capital, unsatisfactory management, or poor earnings prospects.(4) Whether the management or other principals of the institution that will result from the proposed transaction under this chapter are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution.(5) Whether the public convenience and advantage will be served by the resulting institution after the proposed transaction.(6) Whether the institutions subject to the proposed transaction under this chapter furnish all of the information the department requires in reaching the department's decision.(7) If deposits are to be transferred as part of the proposed transaction, whether the resulting institution will maintain adequate federal deposit insurance or such other deposit insurance as approved by the director.(d) The approval of the department of the purchase of all or substantially all of the assets of one (1) or more corporations is not required under this section if the resulting corporation is a corporation organized or reorganized under the laws of:(1) a state (as defined in IC 28-2-17-19) other than Indiana; or(2) the United States.As added by P.L.171-1996, SEC.7. Amended by P.L.79-1998, SEC.41; P.L.27-2012, SEC.48.
IN Code § 28-1-9-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations|28-1-9-1. Surrender of Corporate Rights Before Commencement of Business; Certificate of Incorporators

Sec. 1. With the approval in writing of the department, the incorporators named in the articles of incorporation of any corporation organized under the provisions of this article may surrender the certificate of incorporation and all of the corporate rights and franchises of the corporation, at any time within one (1) year from the date of the issuance of the certificate and before the issuance of any of the shares of capital stock of the corporation and before the beginning by it of the business for which it was formed, by presenting to the secretary of state, at his office, accompanied by the fees prescribed by law, a certificate, in triplicate, signed and verified by the joint and several oaths of a majority of the incorporators, in the form prescribed by the secretary of state, showing that no shares of the capital stock of the corporation have been issued and that the amount, if any, actually paid in on the shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto, that such business has not been begun, that no debts remain unpaid, and that they surrender all rights and franchises.Formerly: Acts 1933, c.40, s.142. As amended by P.L.263-1985, SEC.41.
IN Code § 28-1-9-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations|28-1-9-2. Authority to Liquidate and Dissolve; Resolution; Submission to Shareholders; Vote Required

Sec. 2. Any bank, trust company, corporate fiduciary, savings bank organized after December 31, 1992, bank of discount and deposit, or savings association may liquidate its affairs and dissolve in the manner prescribed in this chapter. Whenever the board of directors, by a resolution adopted by a majority vote of the members of such board, shall deem it advisable to submit the question of dissolution, or whenever the board of directors shall be requested in writing by the holders of a majority of the outstanding shares of capital stock to submit the question of dissolution, the board of directors shall submit the question of dissolving the corporation to a vote of the shareholders of the corporation entitled to vote at such meeting as may be designated in such request, or, in the absence of such request or of such designation, in such resolution. The designated meeting may be an annual or a special meeting of the shareholders. If the designated meeting is an annual meeting, notice of the question of dissolution shall be included in the notice of the annual meeting. If the designated meeting is a special meeting of the shareholders, such special meeting shall be called by the board of directors, and notice of such meeting shall be given at the time and in the manner provided in IC 28-13-14-6. The dissolution shall be authorized, subject to the provisions of section 3 of this chapter, upon receiving the affirmative votes of the holders of two-thirds (2/3) of the outstanding shares of stock of the corporation unless the corporation is a savings association authorized to dissolve by the provisions of this section, in which case the affirmative votes of the holders of a majority of the outstanding shares of stock shall be sufficient and dissolution shall thereby be authorized.Formerly: Acts 1933, c.40, s.143. As amended by P.L.263-1985, SEC.42; P.L.14-1992, SEC.77; P.L.122-1994, SEC.78; P.L.262-1995, SEC.27; P.L.79-1998, SEC.42.
IN Code § 28-1-9-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations|28-1-9-3. Examinations; Departmental Approval of Liquidation

Sec. 3. After the resolution submitting the question of dissolving the corporation shall have been adopted by the board of directors, such resolution shall be submitted to and shall be approved by the department before such resolution is submitted to a vote of the shareholders of such corporation. Upon the filing of such resolution, the department shall cause an examination to be made of the business and affairs of such corporation. If the department shall find, from such examination, that such corporation is solvent or that it has sufficient assets with which to pay all of its depositors and all of its other liabilities, it may enter an order in writing approving the dissolution of such corporation and authorizing the board of directors of such corporation to submit the question of dissolving such corporation to the shareholders, in the manner prescribed in this article. If the department shall find, from such examination, that such corporation is in an unsound or unsafe condition or has otherwise violated the provisions of IC 28-1-3.1-2, it may enter an order, in writing, disapproving of the voluntary dissolution of such corporation, and the department shall thereupon take possession of the business and property of such corporation and proceed to liquidate such corporation in the manner prescribed in and subject to the provisions of IC 28-1-3.1.Formerly: Acts 1933, c.40, s.144. As amended by P.L.263-1985, SEC.43.
IN Code § 28-1-9-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 1. Department of Financial Institutions|Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations|28-1-9-4. Restrictions on Dividends and Business Pending Payment of Debts and Liabilities

Sec. 4. After the vote of the shareholders shall have been taken, as hereinbefore provided, no dividend or profits shall be paid to the shareholders, nor shall any part of the capital be withdrawn by or paid to the shareholders, in any manner whatsoever, nor shall such corporation transact any business whatsoever except such as may be necessary or incidental to its dissolution, until all of the debts and liabilities of the corporation of every kind are fully paid.Formerly: Acts 1933, c.40, s.145.