reglab/housing_qa huggingface dataset:
IN Code § 23-1-44-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-9. Dissenters' Rights of Beneficial Shareholder

Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders.(b) A beneficial shareholder may assert dissenters' rights as to shares held on the shareholder's behalf only if:(1) the beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and(2) the beneficial shareholder does so with respect to all the beneficial shareholder's shares or those shares over which the beneficial shareholder has power to direct the vote.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-10. Proposed Action Creating Dissenters' Rights; Notice

Sec. 10. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter.(b) If corporate action creating dissenters' rights under section 8 of this chapter is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 12 of this chapter.As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.20.
IN Code § 23-1-44-11 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-11. Proposed Action Creating Dissenters' Rights; Assertion of Dissenters' Rights

Sec. 11. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:(1) must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated; and(2) must not vote the shareholder's shares in favor of the proposed action.(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for the shareholder's shares under this chapter.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-12 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-12. Dissenters' Notice; Contents

Sec. 12. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 11 of this chapter.(b) The dissenters' notice must be sent no later than ten (10) days after approval by the shareholders, or if corporate action is taken without approval by the shareholders, then ten (10) days after the corporate action was taken. The dissenters' notice must:(1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;(2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;(3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;(4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and(5) be accompanied by a copy of this chapter.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-13 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-13. Demand for Payment and Deposit of Shares by Shareholder

Sec. 13. (a) A shareholder sent a dissenters' notice described in IC 23-1-42-11 or in section 12 of this chapter must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice under section 12(b)(3) of this chapter, and deposit the shareholder's certificates in accordance with the terms of the notice.(b) The shareholder who demands payment and deposits the shareholder's shares under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.(c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter and is considered, for purposes of this article, to have voted the shareholder's shares in favor of the proposed corporate action.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-14 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-14. Uncertificated Shares; Restriction on Transfer; Dissenters' Rights

Sec. 14. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 16 of this chapter.(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-15 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-15. Payment to Dissenter

Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the amount the corporation estimates to be the fair value of the dissenter's shares.(b) The payment must be accompanied by:(1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;(2) a statement of the corporation's estimate of the fair value of the shares; and(3) a statement of the dissenter's right to demand payment under section 18 of this chapter.As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.21.
IN Code § 23-1-44-16 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-16. Failure to Take Action; Return of Certificates; New Action by Corporation

Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 12 of this chapter and repeat the payment demand procedure.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-17 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-17. Withholding Payment by Corporation; Corporation's Estimate of Fair Value; After-Acquired Shares

Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.(b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenter's right to demand payment under section 18 of this chapter.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-18 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-18. Dissenters' Estimate of Fair Value; Demand for Payment; Waiver

Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the dissenter's estimate (less any payment under section 15 of this chapter), or reject the corporation's offer under section 17 of this chapter and demand payment of the fair value of the dissenter's shares, if:(1) the dissenter believes that the amount paid under section 15 of this chapter or offered under section 17 of this chapter is less than the fair value of the dissenter's shares;(2) the corporation fails to make payment under section 15 of this chapter within sixty (60) days after the date set for demanding payment; or(3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.(b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within thirty (30) days after the corporation made or offered payment for the dissenter's shares.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-19 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-19. Court Proceeding to Determine Fair Value; Judicial Appraisal

Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.(b) The corporation shall commence the proceeding in the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located. If the corporation is a foreign corporation without a registered office in Indiana, it shall commence the proceeding in the county in Indiana where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.(c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.(e) Each dissenter made a party to the proceeding is entitled to judgment:(1) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation; or(2) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under section 17 of this chapter.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-44-20 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 44. Dissenters' Rights|23-1-44-20. Costs; Fees; Attorney's Fees

Sec. 20. (a) The court in an appraisal proceeding commenced under section 19 of this chapter shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against such parties and in such amounts as the court finds equitable.(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 10 through 18 of this chapter; or(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.As added by P.L.149-1986, SEC.28.
IN Code § 23-1-45-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 45. Voluntary Dissolution|23-1-45-1. Corporation That Has Not Issued Shares or Commenced Business

Sec. 1. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:(1) the name of the corporation;(2) the date of its incorporation;(3) either:(A) that none of the corporation's shares has been issued; or(B) that the corporation has not commenced business;(4) that no debt of the corporation remains unpaid;(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and(6) that a majority of the incorporators or initial directors authorized the dissolution.As added by P.L.149-1986, SEC.29.
IN Code § 23-1-45-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 45. Voluntary Dissolution|23-1-45-2. Proposal for Dissolution; Notice; Adoption by Shareholders

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the shareholders.(b) For a proposal to dissolve to be adopted:(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless the articles of incorporation or the board of directors (acting under subsection (c)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.(f) After a proposal for dissolution is adopted, the corporation shall give the notices required by IC 6-8.1-10-9 and IC 22-4-32-23.As added by P.L.149-1986, SEC.29. Amended by P.L.107-1987, SEC.22; P.L.145-1988, SEC.6; P.L.31-1995, SEC.4; P.L.2-2002, SEC.73; P.L.141-2021, SEC.8.
IN Code § 23-1-45-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 45. Voluntary Dissolution|23-1-45-3. Filing of Articles of Dissolution; Date of Dissolution

Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following:(1) The name of the corporation.(2) The date dissolution was authorized.(3) If dissolution was approved by the shareholders:(A) the number of votes entitled to be cast on the proposal to dissolve; and(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.If voting by voting groups is required, the information required by this subdivision shall be separately provided for each voting group entitled to vote separately on the plan to dissolve.(b) A corporation is dissolved upon the effective date of its articles of dissolution.As added by P.L.149-1986, SEC.29.
IN Code § 23-1-45-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 45. Voluntary Dissolution|23-1-45-4. Revocation of Dissolution

Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) the name of the corporation;(2) the effective date of the dissolution that was revoked;(3) the date that the revocation of dissolution was authorized;(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) if shareholder action was required to revoke the dissolution, the information required by section 3(a)(3) of this chapter.(d) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.As added by P.L.149-1986, SEC.29.
IN Code § 23-1-45-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 45. Voluntary Dissolution|23-1-45-5. Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1) collecting its assets;(2) disposing of its properties that will not be distributed in kind to its shareholders;(3) discharging or making provision for discharging its liabilities;(4) distributing its remaining property among its shareholders according to their interests; and(5) doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not:(1) transfer title to the corporation's property;(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(3) subject its directors or officers to standards of conduct different from those prescribed in IC 23-1-33 through IC 23-1-37;(4) change:(A) quorum or voting requirements for its board of directors or shareholders;(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or(C) provisions for amending its bylaws;(5) prevent commencement of a proceeding by or against the corporation in its corporate name;(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(7) terminate the authority of the registered agent of the corporation.As added by P.L.149-1986, SEC.29.