reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-12. Restrictions on Amendments; Decreasing Capital Stock

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.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-13. Repealed

Formerly: Acts 1935, c.162, s.113a; Acts 1969, c.164, s.1. As amended by P.L.252-1985, SEC.39; P.L.7-1987, SEC.136. Repealed by P.L.94-1999, SEC.4.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-1. Authority to Merge, Consolidate, or Reinsure

Sec. 1. Subject to the provisions of this article and IC 27-6-1.1, any domestic corporation is authorized and empowered to:
(1) merge or consolidate with any other domestic company;
(2) merge or consolidate with any foreign company, including any foreign company organized as a stock, mutual, nonstock, nonprofit, fraternal benefit, mutual benefit, or medical or hospital service company under the insurance or other laws of the foreign company's state of domicile, if the surviving company meets the requirements for authorization to engage in the insurance business in this state, and provided such merger or consolidation is authorized by the laws of the state, or territory in which such foreign company is organized;
(3) subject to the requirements of IC 27-6-1.1-5, reinsure under an agreement of assumption reinsurance all or a portion of its risks with another domestic company or with any foreign or alien company authorized to engage in the insurance business in this state; and
(4) subject to the requirements of IC 27-6-1.1-5, reinsure under an agreement of assumption reinsurance all or a portion of the risks of another domestic company or of a foreign or alien company whether such company is or is not authorized to engage in the insurance business in this state.
Formerly: Acts 1935, c.162, s.114; Acts 1941, c.115, s.1; Acts 1969, c.164, s.2. As amended by P.L.260-1983, SEC.2; P.L.185-1997, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-2. Effect of Article on Corporate Powers and Kinds of Business

Sec. 2. Nothing contained in this chapter shall be construed to enlarge the corporate powers of any insurance company, nor to authorize any insurance company to engage in any kind or kinds of insurance business not authorized by its articles of incorporation, nor to authorize any foreign insurance company to engage in any kind or kinds of insurance business in this state not covered by its certificate of authority to do business in this state.
Formerly: Acts 1935, c.162, s.115. As amended by P.L.252-1985, SEC.40.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-2.5. Definitions Relating to Merger

Sec. 2.5. (a) As used in section 3 of this chapter, "participating shares" means shares that entitle the shareholders to participate without limitation in distributions.
(b) As used in section 3 of this chapter, "voting members" means members or policyholders entitled to vote unconditionally in the election of directors.
(c) As used in section 3 of this chapter, "voting shares" means shares that entitle the shareholders to vote unconditionally in the election of directors.
As added by P.L.185-1997, SEC.4.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-5. Effective Time of Merger or Consolidation

Sec. 5. Upon the issuance of a certificate of merger or a certificate of consolidation and incorporation by the secretary of state, the merger or consolidation, as the case may be, shall be effected, subject to the rights of dissenting shareholders, members, or policyholders, as provided in sections 9 and 10 of this chapter.
Formerly: Acts 1935, c.162, s.118. As amended by P.L.252-1985, SEC.42.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-6. Recording Certified Copies of Certificate of Merger or Consolidation

Sec. 6. The surviving or new corporation resulting from a merger or consolidation, shall within ten (10) days after the merger or consolidation becomes effective, file for record with:
(1) the county recorder of each county in which the principal office of any of the corporations parties to the agreement is located; and
(2) each county in this state in which any of the corporations have real property at the time of the merger or consolidation;
the title that will be transferred by the merger or consolidation, a certified copy of the certificate of merger or certificate of consolidation and incorporation, accompanied by one (1) of the copies of the articles of merger or articles of consolidation, bearing the indorsement of the approval of the secretary of state.
Formerly: Acts 1935, c.162, s.119. As amended by P.L.136-2018, SEC.155.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-8. Voting at Meeting of Shareholders, Policyholders, or Members; Proxies; Vote Required

Sec. 8. At any meeting of the shareholders, members, or policyholders held pursuant to the resolution of the board of directors for the purpose of adopting an agreement of merger or consolidation, as provided for in sections 3 and 4 of this chapter, the shareholders, members, or policyholders entitled to vote in respect thereof may vote in person or by proxy. Each shareholder entitled to vote at such meeting shall have one (1) vote for each share of voting stock held by him, and each member or policyholder entitled to vote at such meeting shall have one (1) vote regardless of the amount of insurance or number of policies held by him. The affirmative votes representing two-thirds (2/3) of all outstanding capital stock in case of purely stock companies, or two-thirds (2/3) of all outstanding capital stock, if any, and two-thirds (2/3) of the votes cast by the members or policyholders represented at the meeting in person or by proxy in the case of other companies, shall be necessary for the adoption of such proposed articles of merger or consolidation.
Formerly: Acts 1935, c.162, s.122; Acts 1941, c.115, s.4. As amended by P.L.252-1985, SEC.43.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-9. Dissenting Shareholders; Payment of Value of Shares; Appraisal

Sec. 9. (a) If any shareholder of any corporation a party to a merger or consolidation who did not vote in favor of such merger or consolidation at the meeting at which the agreement of merger or consolidation was adopted by the shareholders of such corporation shall, at any time within thirty (30) days after the filing of the affidavit of notice of the adoption of the agreement of merger or consolidation as provided for in sections 3 and 4 of this chapter, object thereto in writing and demand payment of the value of his shares, the surviving or new corporation shall, in the event that the merger or consolidation shall be made effective, pay to such shareholder upon surrender of his certificates therefor, the value of such shares at the effective date of the merger or consolidation. If within thirty (30) days after such effective date, the value of such shares is agreed upon between the shareholder and the surviving or new corporation, as the case may be, payment therefor may be made within ninety (90) days after the effective date. If, within thirty (30) days after such effective date, the surviving or new corporation, as the case may be, and the shareholder do not so agree, either such corporation or the shareholder may, within ninety (90) days after such effective date, petition the judge of the circuit or superior court of the county in which the principal office of the corporation is located, to appraise the value of such shares, and payment of the appraised value thereof shall be made within sixty (60) days after the entry of the judgment or order finding such appraised value. The practice, procedure, and judgment in the circuit or superior court upon such petition shall be the same, so far as practicable, as that under the eminent domain laws in this state, and the judgment of such circuit or superior court in such matter shall be final.
(b) Upon the effective date of the merger or consolidation, any shareholder who has made such objection and demand shall cease to be a shareholder and shall have no rights with respect to such shares except the right to receive payment therefor. Every shareholder who did not vote in favor of such merger or consolidation and who does not object in writing and demand payment of the value of his shares at the time and in the manner provided in this section shall be conclusively presumed to have assented to such merger or consolidation.
Formerly: Acts 1935, c.162, s.123; Acts 1941, c.115, s.5. As amended by P.L.252-1985, SEC.44.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-10. Hearing on Petition of Members or Policyholders of Mutual Company in Opposition to Merger or Consolidation; Revocation of Approval

Sec. 10. If not less than five percent (5%) of the members or policyholders in a mutual corporation who did not vote in favor of such merger or consolidation at the meeting at which the agreement of merger or consolidation was adopted by the members or policyholder of such corporation shall, at any time within thirty (30) days after the filing of the affidavit of notice of the adoption of the agreement of merger or consolidation as provided for in sections 3 and 4 of this chapter, file a petition with the department for a hearing upon the adoption of such agreement or merger or consolidation, the department shall order a hearing upon said petition and give notice fixing the time and place of such hearing to the corporations which are parties to the merger or consolidation fifteen (15) days before the date of such hearing. The company whose policyholders file such petition shall give notice by mail to each member or policyholder of such company, at least ten (10) days before such hearing. At the time and place fixed in such notice, or at the time or times and place or places to which such hearing shall be adjourned, the commissioner shall proceed with the hearing and make or order such examination into the affairs and condition of each of such corporations as he may deem proper. The commissioner shall have the power to summon and compel the attendance and testimony of witnesses and the production of books and papers before him at such hearing. Any member or policyholder, as the case may be, of the corporation so petitioning may appear before the commissioner and be heard with reference to said contract. If, upon such hearing being had, the commissioner is not satisfied that the interests of the members or policyholders, as the case may be, of such company are properly protected, or if he finds that any reasonable objection exists to such contract, he shall revoke the approval already given, and the said agreement of merger or consolidation shall thereupon become null and void. The commissioner shall have like power to revoke any approval of any such agreement of merger or consolidation if any officer, director, or employee of either corporation party to such agreement of merger or consolidation shall, after reasonable notice, fail or refuse to attend and testify at such hearing, or to produce any books or papers called for by said commissioner.
Formerly: Acts 1935, c.162, s.124; Acts 1941, c.115, s.6. As amended by P.L.252-1985, SEC.45.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-12. Execution of Articles of Merger or Consolidation by Foreign Corporations; Approval by Foreign Regulatory Authority; Appointment of Commissioner as Attorney for Service of Process on Foreign Corporation

Sec. 12. (a) In case of a merger or consolidation between a domestic and a foreign company, the articles of merger or consolidation shall be regarded as executed by the proper officers of said foreign company when such officers are duly authorized to execute same through such action on the part of the directors, shareholders, members, or policyholders of said foreign company as may be required by the laws of the state where the same is incorporated; and upon execution, said articles of merger or consolidation shall be submitted to the commissioner of insurance or other officer at the head of the insurance department of the state where such foreign company is incorporated. No such merger or consolidation shall take effect until it shall have been approved by the insurance official of the state where said foreign company is incorporated nor until a certificate of his approval has been filed in the office of the department of insurance of the state of Indiana. Such submission to and approval by the proper official of such other state shall not be required unless the same are required by the laws of such foreign state. The domestic company involved in such merger or consolidation shall not through anything contained in this section be relieved of any of the procedural requirements enumerated in the preceding sections of this article.
(b) No merger or consolidation between a domestic and a foreign company shall take effect, unless and until the surviving or new company, if such is a foreign company, shall file with the department a power of attorney appointing the commissioner and his successors in office, the attorney for service of said foreign company, upon whom all lawful process against said company may be served. Said power of attorney shall be irrevocable so long as said foreign company has outstanding in this state any contract of insurance, or other obligation whatsoever, and shall by its terms so provide. Service upon the commissioner shall be deemed sufficient service upon the company.
Formerly: Acts 1935, c.162, s.127; Acts 1941, c.115, s.8. As amended by P.L.260-1983, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-13. Transfer of Deposit Covering Policies Assumed by Foreign Corporation to Foreign State

Sec. 13. If the state in which a foreign, new, surviving or accepting company, is incorporated or organized, shall require the maintenance with any official of such state of a deposit of the legal reserve on the policies so assumed and such foreign company shall maintain such deposit, then the commissioner is authorized to deliver to the proper custodian of such funds in the state in which the said foreign company is incorporated or organized, such deposits as he may hold pertaining to the policies so assumed by the new, surviving or accepting company. If a surviving, new or accepting domestic company assumes all or a substantial number of the risks of a foreign company incorporated in a state which requires the maintenance with a state official of a deposit of the legal reserve on policies so assumed, then the commissioner is hereby authorized to receive from such official such deposits as he may hold pertaining to the policies so assumed. Such surviving, new or accepting company shall, within sixty (60) days after the transfer of such deposit, notify the holder of every policy secured by such transferred deposit that the transfer has been made; and the president and secretary of such company shall, within thirty (30) days thereafter, file with the commissioner an affidavit of the fact that due notification to policyholders, as provided for herein, has been given. The amount of deposit to be maintained from time to time for each policy on which liability is assumed shall be at least equal to the amount which would be required in the state where such deposit has theretofore been maintained.
Formerly: Acts 1935, c.162, s.128.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-14. Statement of Compensation to Persons Securing, Aiding, Promoting, or Assisting in Merger, Consolidation, or Reinsurance

Sec. 14. Whenever articles of merger, consolidation or reinsurance are filed with the department, there shall also be filed a certificate, executed by the president or a vice-president and attested by the secretary or an assistant secretary, and under the corporate seal of each of the corporations parties to the agreement of merger, consolidation and reinsurance, verified by the affidavits of all such officers, setting forth all fees, commissions or other compensations, or valuable considerations paid or to be paid, directly or indirectly, to any person or persons, firm or firms, limited liability company or limited liability companies, corporation or corporations whomsoever, which in any manner secured, aided, promoted or assisted in any such merger, consolidation or reinsurance.
Formerly: Acts 1935, c.162, s.129. As amended by P.L.8-1993, SEC.412.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 9. Merger, Consolidation, and Reinsurance › 27-1-9-15. Undisclosed Compensation; Violations

Sec. 15. (a) No director, officer, or member of any such corporation or corporations, except as fully expressed in the affidavits described in section 14 of this chapter, may receive any money or other property for aiding, promoting, or assisting in such a merger, consolidation, or reinsurance.
(b) A person who violates this section commits a Class A misdemeanor.
Formerly: Acts 1935, c.162, s.130. As amended by Acts 1978, P.L.2, SEC.2709.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-1. Surrender of Certificate of Incorporation; Time; Procedure

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, had 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 1935, c.162, s.131. As amended by P.L.252-1985, SEC.47.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-2. Submission of Question of Dissolution; Vote of Shareholders, Members, or Policyholders

Sec. 2. Any corporation organized under the provisions of this article may liquidate its affairs and dissolve in the following manner:
(1) 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 required in writing by the holders of a majority of the outstanding shares of capital stock, if a stock company, or a majority of the members or policyholders, if other than a stock company, to submit the question of dissolution, the board of directors shall submit the question of dissolving the company to a vote of the shareholders, members, or policyholders of a company entitled to vote in respect thereof at such meeting thereof 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 meeting of shareholders, members or policyholders, entitled to vote in respect thereof. If the designated meeting is an annual meeting, notice of the submission of the question of dissolution shall be included in the notice of such annual meeting. If the designated meeting is a special meeting of the shareholders, members, or policyholders entitled to vote in respect thereof, 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 as provided in IC 27-1-7-7.
(2) The question of dissolving the corporation shall be submitted to a vote of the shareholders, members, or policyholders entitled to vote in respect thereof at the meeting designated as provided in this section, and the dissolution shall be authorized upon receiving the affirmative votes of the holders of two-thirds (2/3) of the outstanding shares entitled to vote in respect thereof, if a stock company, or not less than two-thirds (2/3) of the members or policyholders entitled to vote, if other than a stock company. The shareholders, members, or policyholders of a corporation entitled to vote in respect to dissolution of the corporation shall be the shareholders entitled to vote under IC 27-1-7-8 and the members or policyholders entitled to vote under IC 27-1-7-9.
Formerly: Acts 1935, c.162, s.132. As amended by P.L.252-1985, SEC.48.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-3. Reinsurance of Noncancellable Policies

Sec. 3. Nothing contained in this article shall authorize or be construed to authorize the dissolution of any life insurance company or health and accident insurance company having noncancellable policies in force, after the same shall have commenced business, unless and until all of its policies shall have been reinsured, to the satisfaction of the commissioner, in a solvent life insurance company or health and accident insurance company respectively.
Formerly: Acts 1935, c.162, s.133. As amended by P.L.252-1985, SEC.49.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-4. Publication of Notice of Dissolution; Payment of Debts and Liabilities; Distribution of Remaining Assets; Disposal of Unclaimed Distributive Shares

Sec. 4. Upon authorization of the dissolution, the board of directors shall then proceed to:
(a) Cause a notice that the corporation is about to be dissolved to be published at least once in a newspaper of general circulation, printed and published in the English language, in the county in which the principal office of the corporation is located, and at least once in a newspaper of general circulation, printed and published in the English language in the city of Indianapolis, Marion County, Indiana, and to be mailed to each creditor of the corporation;
(b) Collect all of the corporate assets;
(c) Pay and discharge all of the corporate debts and liabilities; and
(d) After the expiration of a period of thirty (30) days following the publication and mailing of said notice, distribute the remaining corporate assets and property among the shareholders, members or policyholders according to their respective interests.
In case the holders of shares or policies are unknown or shall fail or refuse to accept their distributive shares in such property and assets, or are under any disability, or can not be found, after diligent inquiry or in case the ownership of any shares or policies is in dispute, the board of directors shall deposit the distributive portions of such shares of stock or policies with the clerk of the circuit court in the county in which the principal office is located for the use and benefit of those who may be lawfully entitled thereto, and such deposit shall have the same force and effect as if payment had been made directly to and accepted by the persons lawfully entitled thereto. Such distributive shares shall be paid over by such clerk to such shareholders or policyholders, respectively, or to the lawful owner of the shares or policies, the ownership of which has been in dispute, or to their respective legal representatives, upon satisfactory proof being made to such clerk of their respective rights thereto.
Formerly: Acts 1935, c.162, s.134.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-5. Articles of Dissolution; Contents; Executions; Approval

Sec. 5. The corporation shall then execute and file, in the manner provided in this chapter, articles of dissolution, setting forth the following:
(a) The name of the corporation.
(b) The place where its principal office is located.
(c) The date of the meeting of the shareholders, members, or policyholders at which the dissolution was authorized and a copy of the notice of such meeting.
(d) A copy of the resolution of the shareholders, members, or policyholders authorizing the dissolution.
(e) The manner of its adoption and the vote by which it was adopted.
(f) A copy of the notice published and mailed as provided in this chapter.
(g) The names and addresses of the then existing directors and officers of the corporation.
(h) A complete itemized list of all the corporate debts and liabilities of the corporation existing at the time of the adoption of such resolution and thereafter incurred, and the date and manner of payment of each such debt and liability.
(i) A complete itemized list of all the corporate assets and property distributed to its shareholders, members, or policyholders, the name of each such shareholder, member, or policyholder, the amount distributed to each, and the date of distribution.
The articles of dissolution shall be executed in triplicate originals, in the form prescribed by the department, and signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and verified by the oaths of the officers signing the same, and shall be presented in triplicate originals to the department at its office accompanied by the proof of publication of the notice required by section 4 of this chapter. The department is hereby authorized, in its discretion, to approve or disapprove the articles of dissolution and proof of publication. If the department shall approve the articles of dissolution and proof of publication, it shall endorse its approval thereon as required in IC 27-1-6-8 and present the same to the attorney general of the state of Indiana for examination. In the event the attorney general approves the articles of dissolution and proof of publication he shall certify his approval thereon as required in IC 27-1-6-9 and return the same to the department when the articles of dissolution and proof of publication have been approved by the attorney general and returned to the department.
Formerly: Acts 1935, c.162, s.135. As amended by P.L.252-1985, SEC.50.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-6. Articles of Dissolution; Duties of Secretary of State

Sec. 6. Then the department shall present the same to the secretary of state for the state of Indiana. If the secretary of state finds that the articles of dissolution and proof of publication conform to law he shall indorse his approval upon each of the triplicate copies of the articles, and the proof of publication, and when all fees have been paid as required by law, he shall file one (1) copy of the articles of dissolution and the proof of publication in his office and issue a certificate of dissolution to the corporation, and shall return the certificate of dissolution to the corporation together with the two (2) remaining copies of the articles of dissolution, bearing the indorsement of his approval, to the corporation or its representatives.
Formerly: Acts 1935, c.162, s.136.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-7. Articles of Dissolution; Filing Certified Copies; Surrender of Certificate of Authority; Recording

Sec. 7. (a) The corporation shall then file a certified copy of the articles of dissolution with the department, and present to the department its certificate of authority issued or renewed under IC 27-1-6-18 for cancellation. The department shall file the certified copy of the articles of dissolution and shall cancel the said certificate of authority and endorse the cancellation thereon, and return the cancelled certificate of authority to the corporation or its representatives.
(b) The corporation shall then file for record with the county recorder of the county in which the articles of incorporation were or should have been recorded, as provided in IC 27-1-6-13, one (1) of the triplicate originals of the articles of dissolution bearing the endorsement of the approval of the secretary of state as provided for in section 6 of this chapter.
Formerly: Acts 1935, c.162, s.137. As amended by P.L.252-1985, SEC.51.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 10. Voluntary Dissolution › 27-1-10-8. Final Dissolution; Pending Liabilities

Sec. 8. (a) Upon the issuance of the certificate of dissolution and the recording of the articles of dissolution, as provided in section 7 of this chapter, the corporation shall be dissolved and its existence shall cease.
(b) The dissolution of any corporation in accordance with the provisions of this article shall not take away or impair any remedy against such corporation, its directors, officers, or shareholders, for any liability incurred by the corporation previous to its dissolution if suit is brought and service of process is had, as provided by the laws of this state, within two (2) years after the date of such dissolution.
Formerly: Acts 1935, c.162, s.138. As amended by P.L.252-1985, SEC.52.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-1. Authority to Reorganize; Reorganization of Mutual Company as Stock Company Unauthorized

Sec. 1. Any stock company or mutual company organized before March 8, 1935, under any of the laws of this state may reorganize under the provisions of this article and thereafter avail itself of the rights, privileges, immunities, and franchises provided by this article by complying with the provisions of this chapter. Nothing in this chapter shall be construed or interpreted as permitting or authorizing the reorganization of a mutual company as a stock company.
Formerly: Acts 1935, c.162, s.139. As amended by P.L.252-1985, SEC.53.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-2. Articles; Approval by Directors

Sec. 2. The board of directors of such company desiring to reorganize under this article shall, by resolution adopted by a majority vote of the members of such board, approve the articles of reorganization setting forth:
(1) the name of the corporation;
(2) the location of its principal office;
(3) the date of its incorporation or organization;
(4) a designation of the statute under which it was organized;
(5) a declaration that it accepts all of the terms and provisions of this article; and
(6) a restatement of such provisions of its articles of incorporation or association as may be deemed desirable so long as the provisions restated would have been authorized by this article as provisions of original articles of incorporation for a corporation organized under this article.
Formerly: Acts 1935, c.162, s.140. As amended by P.L.252-1985, SEC.54.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-3. Articles; Submission to Shareholders, Members, or Policyholders; Vote Required; Eligibility to Vote

Sec. 3. (a) The resolution of the board of directors approving the articles of reorganization shall direct that the articles be submitted to a vote of the shareholders, members, or policyholders of such corporation entitled to vote in respect thereof, at a designated meeting thereof, which may be an annual meeting of shareholders, members, or policyholders or a special meeting of the shareholders, members, or policyholders, entitled to vote in respect thereof. If the designated meeting is an annual meeting, notice of the submission of the articles of reorganization shall be included in the notice of such annual meeting. If the designated meeting is a special meeting of the shareholders, members, or policyholders entitled to vote in respect thereof, such meeting shall be called by the resolution designating the meeting, and notice of such meeting shall be given at the time and in the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submitted to a vote of the shareholders, members, or policyholders entitled to vote in respect thereof at the meeting directed by the resolution of the board of directors approving the articles, and shall be adopted upon receiving the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares entitled to vote in respect thereof, if a stock company, or not less than two-thirds (2/3) of the members or policyholders present and voting at such meeting, if other than a stock company. The shareholders, members, or policyholders of a corporation entitled to vote in respect of the organization of such corporation shall be the shareholders entitled to vote under IC 27-1-7-8 and the members or policyholders entitled to vote under IC 27-1-7-9.
Formerly: Acts 1935, c.162, s.141. As amended by P.L.252-1985, SEC.55.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-4. Articles; Execution; Approval or Disapproval by Department

Sec. 4. (a) Upon the approval and adoption thereof, the articles of reorganization shall be filed in triplicate originals, in the form prescribed by the department, by the president or a vice president and the secretary or an assistant secretary of the corporation, and acknowledged and sworn to before a notary public by the officer signing the same and shall be presented in triplicate to the department at its office.
(b) The department is hereby authorized, in its discretion, to approve or disapprove the articles of reorganization, and if the department shall approve the articles of reorganization it shall endorse its approval thereon as required in IC 27-1-6-8 and present the same to the secretary of state for the state of Indiana for his approval.
Formerly: Acts 1935, c.162, s.142. As amended by P.L.252-1985, SEC.56.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-5. Articles; Presentation to Secretary of State; Duties of Secretary of State

Sec. 5. Upon the presentation of the articles of reorganization, the secretary of state, if he finds they conform to law, shall indorse his approval on each of the triplicate copies of the articles, and when all fees have been paid as required by law, shall file one (1) copy of the articles in his office, issue a certificate of reorganization, and return two (2) copies of the articles of reorganization, bearing the indorsement of his approval, together with the certificate of reorganization to the corporation or its representatives.
Formerly: Acts 1935, c.162, s.143.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-6. Filing Copy of Articles; Cancellation of Certificate of Authority; Recording Articles; Exercise of New Powers

Sec. 6. (a) The corporation shall then file a certified copy of the articles of reorganization with the department and present to the department its certificate of authority issued or renewed under IC 27-1-6-18 for cancellation. The department shall file the certified copy of articles of reorganization and shall cancel the said certificate of authority and endorse the cancellation thereon, and issue a new certificate of authority to the corporation under the provisions of IC 27-1-6-18.
(b) The corporation shall then file for record with the county recorder of the county in which the principal office of the corporation is located, one (1) of the triplicate copies of the articles of reorganization bearing the endorsement of the approval of the secretary of state as provided for in section 5 of this chapter.
(c) A corporation which is reorganized in accordance with the provisions of this chapter shall not exercise any new power, right, or authority conferred by, or take any action pursuant to, such reorganization until subsections (a) and (b) have been complied with. If a corporation exercises any such new power, right, or authority or takes any such action in violation of this section, the officers and directors who participated in the exercise or action in violation of this section shall be severally liable for any debts or liabilities of the corporation incurred by the exercise or action or arising from the exercise or action.
Formerly: Acts 1935, c.162, s.144. As amended by P.L.252-1985, SEC.57; P.L.136-2018, SEC.156.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 11. Reorganization of Existing Insurance Companies › 27-1-11-7. Completion of Reorganization; Effect

Sec. 7. Upon the issuance of the certificate of reorganization by the secretary of state, the filing for record of the articles with the department and the county recorder as provided in section 6 of this chapter, and the issuance of the new certificate of authority provided for in section 6 of this chapter:
(1) the reorganization shall become effective;
(2) the corporation shall be entitled to all of the rights, privileges, immunities, powers, and franchises and be subject to all of the penalties, liabilities, and restrictions by the provisions of this article granted to or imposed upon corporations organized under this article; and
(3) the articles of incorporation or organization shall be deemed to be amended to the extent, if any, that any provision or provisions of such articles shall be restated in the articles of reorganization as provided by section 2 of this chapter.
Formerly: Acts 1935, c.162, s.145. As amended by P.L.252-1985, SEC.58.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-0.1. Application of Certain Amendments to Chapter

Sec. 0.1. The addition of sections 37, 38, 39, 40, 41, and 42 of this chapter by P.L.254-1985 applies to insurance policies delivered in Indiana after December 31, 1985.
As added by P.L.220-2011, SEC.421.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-1. Particular Rights, Privileges, and Powers

Sec. 1. In addition to the general rights, privileges, and powers conferred by IC 27-1-5 through IC 27-1-13 and IC 27-11, and subject to the limitations and restrictions contained in this article and in the articles of incorporation, every life insurance company shall possess and may exercise the rights, privileges, and powers enumerated in this chapter and IC 27-1-12.8.
Formerly: Acts 1935, c.162, s.146. As amended by P.L.252-1985, SEC.59; P.L.3-1990, SEC.96; P.L.276-2013, SEC.2.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-2.5. Investments; Assets of Certain Segregated Investment Accounts; Limitations and Exceptions

Sec. 2.5. (a) A domestic life insurance company, which has a segregated account or accounts in relation to contracts to which class 1(c) of IC 27-1-5-1 applies, is governed as to its investment of assets by the investment limitations of section 2 of this chapter with the following exceptions:
(1) the limitations prescribed in paragraph 22 of section 2(b) of this chapter are not applicable to investments in relation to such segregated account or accounts;
(2) investments under paragraph 20 of section 2(b) of this chapter are solely limited to ten percent (10%) of the assets of such segregated account; and
(3) the limitations in sections 2 and 3 of this chapter do not apply with regard to contributions, premiums, or considerations made by holders of pension contracts issued by a domestic life insurance company, which has net assets of at least twenty-five million dollars ($25,000,000) at the end of the preceding calendar year and which has allocated such contributions, premiums, or considerations to a segregated investment account or accounts.
(b) Nothing in section 2 of this chapter or this section prohibits the investment of all assets of a segregated account or accounts in any open-end diversified management company registered under the federal Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).
(c) Pension contracts for the purposes of subsection (a)(3) means contracts to which both class 1(c) of IC 27-1-5-1 applies and which are issued in connection with a plan or other arrangement described in section 3(a)(2) of the Securities Act of 1933, (15 U.S.C. 77c(a)(2)). The term also includes agreements reinsuring other insurers' contracts which were issued in connection with plans or other arrangements described in 15 U.S.C. 77c(a)(2).
As added by Acts 1981, P.L.236, SEC.2. Amended by P.L.186-1997, SEC.4.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-3. Real Estate

Sec. 3. Any domestic life insurance company shall have power to acquire, hold and convey real estate as described below, and no other:
1. The building in which it has its principal office and the land on which it stands;
2. Such as shall be necessary for the convenient transaction of its business;
3. Such as shall have been acquired for the accommodation of its business;
4. Such as shall have been mortgaged to it in good faith by way of security for loans previously contracted or for money due;
5. Such as shall have been conveyed to it in connection with its investments in real estate contracts or its investments in real estate under lease or for the purpose of leasing or developing in accordance with paragraph 8 of section 2 of this chapter or such as shall have been acquired for the purpose of investment under paragraph 20 of section 2(b) of this chapter. Any real estate acquired under paragraph 20 of section 2(b) of this chapter shall be evaluated for statement purposes in a manner satisfactory to the department.
6. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or in exchange for real estate so conveyed to it; and
7. Such as it shall have purchased at sales on judgments, decrees or mortgages obtained or made for such debts.
All such real estate specified in paragraphs (3), (4), (5), (6), and (7) of this section, which shall not be necessary for the convenient transaction of its business, and which is not held under paragraphs 7, 8 or 20 of section 2(b) of this chapter, shall be sold by the life insurance company and disposed of within ten (10) years after it shall have acquired the title to same, or within five (5) years after the same shall have ceased to be necessary for the accommodation of its business, unless the company procures the certificate of the commissioner that its interests will suffer materially by a forced sale thereof, in which event the time for the sale may be extended to such time as the commissioner shall direct in such certificate.
Formerly: Acts 1935, c.162, s.148; Acts 1945, c.175, s.2; Acts 1951, c.24, s.1. As amended by Acts 1981, P.L.236, SEC.3; P.L.186-1997, SEC.5.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-3.5. Intangible Assets Attributable to Investment in Subsidiary; Exceptions

Sec. 3.5. Goodwill, trade names, and other like intangible assets attributable to any investment in a subsidiary shall be admitted as assets except:
(1) to the extent that the aggregate amount thereof exceeds ten percent (10%) of the capital and surplus of the insurer as reported in its latest annual report filed with the commissioner;
(2) to the extent that any such asset is not being amortized ratably over a period of ten (10) years or less from the date of acquisition; and
(3) in determining the financial condition or solvency of an insurer under IC 27-9.
As added by P.L.160-1986, SEC.1.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 12. Life Insurance Company Powers and Policy Requirements › 27-1-12-4. Valuation of Bonds and Securities

Sec. 4. (a) All bonds or other evidences of debt having a fixed term and rate of interest held by an insurer may, if amply secured and not in default as to principal or interest, be valued as follows: If purchased at par, at the par value; if purchased above or below par, on the basis of the purchase price adjusted so as to bring the value to par at maturity and so as to yield in the meantime the effective rate of interest at which the purchase was made, or, instead of this method, according to an accepted method of valuation approved by the department. The purchase price shall in no case be taken at a higher figure than the actual market value at the time of purchase, plus actual brokerage, transfer, postage, or express charges paid in the acquisition of the securities. The department shall have full discretion in determining the method of calculating values according to the rules set forth in this subsection. However, no such method or valuation under this subsection may be inconsistent with any applicable method or valuation used by insurers in general or the method specified in the Accounting Practices and Procedures Manual.
(b) Securities held by an insurer, other than those referred to in subsection (a), shall be valued, in the discretion of the department, at their market value or at their appraised value or at prices determined by the department as representing the fair market value of the securities. Preferred or guaranteed stocks or shares, while paying full dividends, may be carried at a fixed value in lieu of market value at the discretion of the department and in accordance with the method of valuation that the department approves. No valuation under this subsection may be inconsistent with the applicable valuation or method specified in the Accounting Practices and Procedures Manual.
Formerly: Acts 1935, c.162, s.150. As amended by P.L.130-1994, SEC.16; P.L.116-1994, SEC.21; P.L.124-2018, SEC.15.