reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-10.1. Payment of Claims; Order

Sec. 10.1. (a) All claims against the financial institution that are proved to the satisfaction of the receiver or approved by the receivership court shall be paid in the following order:
(1) Claims of persons referred to in IC 28-1-12-6 as having preference and priority.
(2) Administration expenses of the liquidation, including the following:
(A) Court costs.
(B) Compensation and actual expenses incurred by the department or the receiver in order to facilitate the liquidation.
(C) Compensation of each regular officer or employee of the receiver for the time actually devoted by the officer or employee to the liquidation of the financial institution at an amount not to exceed the compensation paid to the officer or employee for the performance of the regular duties of the officer or employee.
(D) Actual expenses of each regular officer or employee of the receiver that are necessarily incurred in the performance of the duties of the officer or employee in the liquidation.
(E) Compensation and expenses of any special representative, assistant, accountant, agent, or attorney employed by the receiver.
(F) The reasonable general overhead expenses that are incurred by the department or the receiver in the liquidation of the affairs of the financial institution.
(3) Claims given priority under other provisions of state or federal law.
(4) Deposit obligations.
(5) Other general liabilities.
(6) Debt subordinated to the claims of general creditors.
(7) Equity capital securities.
(b) Interest may not be paid on any claim until the full principal amount of every claim within the same class has been paid.
(c) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.
As added by P.L.262-1995, SEC.8. Amended by P.L.35-2010, SEC.105.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-11. Rejection of Executory Contracts and Leases

Sec. 11. (a) Within one hundred eighty (180) days of the date that the department has taken possession, the receiver may, at his election, reject:
(1) any executory contract to which the closed financial institution is a party without any further liability to the closed financial institution or the receiver; or
(2) any obligation of the financial institution as a lessee of real or personal property.
The receiver's election to reject a lease shall create no claim for rent other than rent accrued to the date of termination or for actual damages, if any, for the termination not to exceed the equivalent of payment of rent for six (6) months.
(b) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.
As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.106.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-12. Federal Deposit Insurance; Payments of Deposit Liabilities; Subrogation

Sec. 12. Whenever a federal deposit insurance agency pays or makes available for payment the insured deposit liabilities of a closed financial institution, the federal deposit insurance agency, whether or not it acts as receiver, shall be subrogated by operation of law to all rights against the closed financial institutions of each owner of a claim for deposit so paid by the federal deposit insurance agency to the extent necessary to enable the federal deposit insurance agency, under federal law, to make insurance payments available to depositors of closed financial institutions.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-13. Successor to Closed Financial Institution's Fiduciary Duties; Appointment; Powers and Duties; Notice of Appointment to Interested Parties

Sec. 13. (a) The receiver, with the approval of the receivership court, may appoint a successor to all rights, obligations, assets, deposits, agreements, and trusts held by the closed financial institution as trustee, administrator, executor, guardian, agent, and all other fiduciary or representative capacities. The successor's duties and obligations begin upon appointment to the same extent binding upon the closed financial institution and as though the successor had originally assumed the duties and obligations. Specifically, the successor shall succeed to and be entitled to administer all trusteeships, administrations, executorships, guardianships, agencies, and all other fiduciary or representative proceedings to which the closed financial institution is named or appointed in wills, whenever probated, or to which it is appointed by any other instrument, court order, or by operation of law.
(b) This section shall not impair any right of the grantor or beneficiaries of trust assets to secure the appointment of a substituted trustee or manager.
(c) Within thirty (30) days after appointment, the successor shall give written notice, insofar as practical, to all interested parties named in:
(1) the books and records of the closed financial institution; or
(2) trust documents held by it;
that the successor has been appointed in accordance with applicable law.
(d) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.
As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.107.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-14. Personal Property Left in Possession of Closed Financial Institution; Appearances, Claims, and Disposition

Sec. 14. (a) The receiver shall cause notice to be mailed to:
(1) the owners of any personal property left in the possession of a closed financial institution for safekeeping or as bailee or depository for hire;
(2) all lessees; and
(3) other persons in possession of any safe deposit box, vault, or locker;
requiring those persons to appear and assert their claims to the property within sixty (60) days from the date of the notice. Within that time, the owner or owners of the property may appear and assert their claims to the property. Subject to approval of the receivership court, the receiver shall make the agreements or arrangements as may be necessary for the disposition of the property and the contents of the safe deposit boxes, vaults, or lockers and the termination of any leases or other contracts relating to the property.
(b) If the Federal Deposit Insurance Corporation is the receiver, compliance with this section is not required.
As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.108.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-15. Actions to Enforce Rights, Demands, or Claims Vested in Financial Institution, Shareholders, or Creditors

Sec. 15. The receiver may, within ten (10) years after any cause of action has accrued against any of the directors, trustees, officers, owners, or employees of any closed financial institution, institute and maintain, in the name of the receiver, any action or proceeding for the enforcement of any right, demand, or claim that is vested in the financial institution or in the shareholders or creditors of the financial institution.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-16. Articles of Dissolution; Contents; Federal Deposit Insurance Corporation as Receiver; Authority of Department to Act

Sec. 16. (a) When the proceedings described in this chapter have been completed, the receiver shall execute and file, in the manner provided in this section, articles of dissolution, setting forth the following information:
(1) The name of the financial institution.
(2) The place where its principal office is located.
(3) The names and addresses of the directors and officers of the financial institution at the time when the liquidation proceedings were begun.
(4) A brief summary of the aggregate amount of general claims finally allowed against the financial institution, the aggregate amount of claims allowed as preferred, and the aggregate amount of all other claims against the financial institution, together with a statement of the aggregate payments made on each of the groups of claims and with a reference to:
(A) the orders of the receiver or the receivership court authorizing those payments; and
(B) the current reports wherein a report of the payments so ordered is made;
as of the date of the taking possession of the financial institution by the department.
(5) A brief summary of the aggregate amount of payments made to the shareholders of the financial institution, whether of money or other property, and a reference to the orders of the receiver or the receivership court authorizing the payments and to the current reports wherein the report of the payment is made.
(b) If the Federal Deposit Insurance Corporation is the receiver, the following apply:
(1) Compliance with this section is not required.
(2) The department:
(A) may file the articles of dissolution; and
(B) may take all actions necessary to complete the dissolution of the financial institution.
As added by P.L.141-1984, SEC.2. Amended by P.L.35-2010, SEC.109.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-17. Articles of Dissolution; Execution; Presentation; Fee

Sec. 17. The articles of dissolution shall be executed in triplicate and shall be presented in triplicate to the secretary of state at his office (as provided in section 18 of this chapter) accompanied by the fees prescribed by law.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-18. Articles of Dissolution; Duties of Secretary of State

Sec. 18. Upon presentation of the articles of dissolution as provided in section 17 of this chapter, the secretary of state shall:
(1) endorse his approval upon each of the triplicate copies of the articles if he finds that they conform to law;
(2) when all fees have been paid as required by law:
(A) file one (1) copy of the articles in his office;
(B) issue a certificate of dissolution to the department; and
(C) return the certificate of dissolution to the department, together with two (2) copies of the articles of dissolution bearing the endorsement of his approval.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-19. Articles of Dissolution; Filing With County Recorder

Sec. 19. The department shall file for record with the county recorder of the county where the principal office of the financial institution is located one (1) of the triplicate copies of the articles of dissolution bearing the endorsement of the approval of the secretary of state as provided in section 18 of this chapter.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-20. Dissolution and Cessation of Existence

Sec. 20. Upon the issuance of the certificate of dissolution and the recording of the articles of dissolution, as provided in section 19 of this chapter, the financial institution shall be dissolved and its existence shall cease.
As added by P.L.141-1984, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 3.1. Liquidation of Financial Institutions › 28-1-3.1-21. Troubled or Insolvent Financial Institutions; Federal Supervisory Agencies; Department's Authority to Approve Transactions

Sec. 21. Whenever a federal supervisory agency is bidding, consolidating, merging, selling, or otherwise resolving or disposing of a troubled, an insolvent, or an imminently insolvent financial institution, the director of the department may approve any transaction, including the purchase of assets, the assumption of liabilities, a merger, or the formation of a new financial institution, if the transaction requires the approval of the department.
As added by P.L.42-1993, SEC.24. Amended by P.L.11-1998, SEC.1; P.L.35-2010, SEC.110.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-1. "Corporation" and "Shareholder" Defined

Sec. 1. (a) As used in this chapter, "corporation" means a bank, trust company, or savings association organized or reorganized under the provisions of this article and any bank of discount and deposit, loan and trust and safe deposit company, trust company, or savings association.
(b) As used in this chapter, "shareholder" means a person who is a holder of record of shares of stock in a corporation, including a member of a share account association or a deposit association, as those terms are defined in IC 28-15-1.
Formerly: Acts 1933, c.40, s.89. As amended by P.L.263-1985, SEC.19; P.L.266-1987, SEC.7; P.L.14-1992, SEC.66; P.L.79-1998, SEC.35.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-3. Principal Office; Change of Location

Sec. 3. Every corporation shall maintain an office or place of business in this state, which shall be known as the "principal office", and which shall be located in a county in which the corporation conducts business. The post office address of the principal office shall be stated in the original articles of incorporation, at the time of the incorporation. Thereafter, the location of the principal office may be changed at any time or from time to time when authorized by the board of directors and approved by the department, by filing with the secretary of state on or before the day on which the change is to take effect, a certificate signed by the president or a vice president and by the secretary or cashier of the corporation and verified by one of the officers signing the certificate, stating the change to be made and reciting that the change is made pursuant to authorization by the board of directors.
Formerly: Acts 1933, c.40, s.91. As amended by P.L.33-1991, SEC.12.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-5. Repealed

Formerly: Acts 1933, c.40, s.93; Acts 1949, c.111, s.2. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-6. Repealed

Formerly: Acts 1933, c.40, s.94. As amended by P.L.263-1985, SEC.20. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-7. Repealed

Formerly: Acts 1933, c.40, s.95; Acts 1935, c.5, s.17; Acts 1965, c.356, s.1; Acts 1967, c.115, s.1; Acts 1975, P.L.285, SEC.1. As amended by P.L.36-1987, SEC.3. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-8. Repealed

Formerly: Acts 1933, c.40, s.96; Acts 1937, c.33, s.11; Acts 1965, c.356, s.2. As amended by P.L.238-1983, SEC.5. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-9. Repealed

Formerly: Acts 1933, c.40, s.97; Acts 1971, P.L.394, SEC.24. As amended by P.L.238-1983, SEC.6; P.L.36-1987, SEC.4; P.L.3-1990, SEC.100. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-10. Repealed

Formerly: Acts 1933, c.40, s.98; Acts 1935, c.5, s.18; Acts 1971, P.L.394, SEC.25. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-11. Repealed

Formerly: Acts 1933, c.40, s.99; Acts 1937, c.33, s.12; Acts 1975, P.L.284, SEC.2. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-13. Repealed

Formerly: Acts 1933, c.40, s.101; Acts 1935, c.5, s.19; Acts 1965, c.356, s.3; Acts 1971, P.L.394, SEC.26. As amended by P.L.276-1987, SEC.1. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-14. Repealed

Formerly: Acts 1933, c.40, s.101a; Acts 1965, c.356, s.22. Repealed by P.L.143-1984, SEC.1.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-15. Books of Accounts; Minutes; Stock Transfer Book

Sec. 15. Every corporation shall keep correct and complete books of accounts and minutes of the proceedings of its shareholders, directors, executives and/or finance committees, and it shall likewise keep, at its principal office, an original or a duplicate stock transfer book and/or records giving the names and addresses of all shareholders and the number of shares held by each.
Formerly: Acts 1933, c.40, s.102; Acts 1935, c.5, s.20.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 5. Banks, Trust Companies, and Building and Loan Associations Generally › 28-1-5-16. Requirement to Provide Property Tax Information in Certain Transactions

Sec. 16. With respect to a residential real property financing or refinancing, a corporation shall comply with IC 6-1.1-12-43.
As added by P.L.64-2004, SEC.29.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-0.5. Approval of Department Not Required

Sec. 0.5. The approval of the department of an:
(1) agreement of merger; or
(2) agreement of consolidation;
is not required under this chapter if the corporation surviving the merger or consolidation is an institution organized or reorganized under the laws of the United States or a state (as defined in IC 28-2-17-19) other than Indiana.
As added by P.L.122-1994, SEC.41. Amended by P.L.171-1996, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-1. "Corporation", "Shareholder"; Authority to Merge or Consolidate; Transactions Involving Savings Banks; Merger or Consolidation of Corporation and Affiliate

Sec. 1. (a) As used in this chapter, "corporation" means:
(1) a bank;
(2) a trust company;
(3) a corporate fiduciary;
(4) a savings bank organized, reorganized, or formed as a result of a conversion after December 31, 1992;
(5) a savings association; or
(6) an industrial loan and investment company that maintains federal deposit insurance.
(b) As used in this chapter, "shareholder", with respect to a:
(1) mutual savings bank; or
(2) mutual savings association;
refers to a member of the mutual savings bank or mutual savings association.
(c) Any two (2) or more corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or of the United States may merge into one (1) of such corporations, or may consolidate into a new corporation, to be organized under IC 28-12, by complying with the provisions of this chapter.
(d) A savings bank organized before January 1, 1993, may under section 25 of this chapter merge, consolidate, or join together with a bank or trust company. Except as provided in section 25 of this chapter, all other provisions of this chapter apply to the merger, consolidation, or joining together.
(e) A corporation organized or reorganized under the laws of a state (as defined in IC 28-2-17-19) or of the United States may merge or consolidate with one (1) or more of its affiliates (as defined in IC 28-1-18.2-1) by complying with all the provisions of this chapter. In effecting a merger or consolidation between a corporation and an affiliate, this chapter applies as if the affiliate were a corporation except that a noncorporation survivor of a merger or consolidation does not retain powers of the corporation.
Formerly: Acts 1933, c.40, s.114; Acts 1935, c.5, s.23. As amended by P.L.263-1983, SEC.1; P.L.122-1994, SEC.42; P.L.262-1995, SEC.9; P.L.171-1996, SEC.3; P.L.192-1997, SEC.2; P.L.79-1998, SEC.36; P.L.35-2010, SEC.112; P.L.27-2012, SEC.38; P.L.13-2013, SEC.71.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-2. Manner of Effecting Merger

Sec. 2. The merger of any two (2) or more corporations shall be effected in the following manner. The board of directors of each corporation shall, by a resolution, approve a joint agreement of merger setting forth the following:
(a) The names of the corporations proposing to merge, and the name of the corporation into which such corporations propose to merge.
(b) The terms and conditions of the proposed merger.
(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the surviving corporation, or, in whole or in part, into cash, property, shares, or other securities or obligations of any other corporation.
(d) A restatement of such provisions of the articles of incorporation of the surviving corporation as may be deemed necessary.
(e) Such other provisions with respect to the proposed merger as may be deemed necessary.
Formerly: Acts 1933, c.40, s.115. As amended by Acts 1979, P.L.257, SEC.1; P.L.141-1984, SEC.3; P.L.122-1994, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-3. Resolution of Approving Agreement; Direction for Submission to Vote of Shareholders

Sec. 3. The resolutions of the boards of directors shall direct that the agreement be submitted to a vote of the shareholders of the corporations at an annual or a special meeting. If the meeting is to be an annual meeting, notice of the submission of the agreement shall be included in the notice of the annual meeting. If the meeting is a special meeting, the special meeting shall be called by the resolution designating the meeting, and notice of the meeting shall be given at the time and in the manner provided in IC 28-13-5-8. A copy of the proposed agreement of merger shall be included with the notice of the annual or special meeting.
Formerly: Acts 1933, c.40, s.116; Acts 1965, c.356, s.4. As amended by P.L.263-1985, SEC.26; P.L.14-1992, SEC.67; P.L.122-1994, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-4. Merger; Submission of Resolutions and Joint Agreement to Department; Approval or Disapproval

Sec. 4. (a) After the resolutions approving a joint agreement of merger have been adopted by the board of directors of each of the corporations, such resolutions and joint agreement shall be submitted for approval by the department. Subject to any approvals required under federal law, the department may, in its discretion, approve or disapprove the resolution and joint agreement.
(b) In deciding whether to approve or disapprove a resolution and joint agreement under this section, the department shall consider the following factors:
(1) Whether the institution resulting from the proposed transaction will be 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 proposed transaction, in the department's judgment and considering the available information under the prevailing circumstances, will result in an institution that is more favorable to the stakeholders than if the entities were to remain separate.
(5) 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.
(6) Whether the institutions subject to the proposed transaction under this chapter furnish all the information the department requires in reaching the department's decision.
Formerly: Acts 1933, c.40, s.117. As amended by P.L.263-1985, SEC.27; P.L.14-1992, SEC.68; P.L.122-1994, SEC.45; P.L.171-1996, SEC.4; P.L.90-2008, SEC.21; P.L.35-2010, SEC.113; P.L.27-2012, SEC.39; P.L.73-2016, SEC.15.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-5. Submission of Merger Agreement; Vote Required

Sec. 5. The agreement of merger shall be submitted to a vote of the shareholders of each corporation, at the meeting directed by the resolution of the board of directors of each corporation, and the agreement shall be adopted by each corporation upon receiving the affirmative votes of the holders of a majority of the outstanding shares of the capital stock of the corporation. A mutual savings association or mutual savings bank shall adopt the agreement upon receiving the affirmative vote of fifty-one percent (51%) or more of the votes cast at the meeting called to consider such agreement of merger.
Formerly: Acts 1933, c.40, s.118; Acts 1959, c.348, s.1. As amended by P.L.122-1994, SEC.46; P.L.79-1998, SEC.37; P.L.90-2008, SEC.22.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-6. Notice of Adoption of Agreement and Approval by Department

Sec. 6. The secretary or cashier of each corporation shall promptly deliver or mail a written or printed notice of the adoption of the agreement and the approval by the department to each shareholder of record.
Formerly: Acts 1933, c.40, s.119; Acts 1965, c.356, s.5. As amended by P.L.122-1994, SEC.47.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-7. Repealed

Formerly: Acts 1933, c.40, s.120; Acts 1965, c.356, s.6. As amended by P.L.238-1983, SEC.7. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-8. Execution of Merger Agreement; Administrative Approval; Abandonment of Planned Merger

Sec. 8. (a) After the adoption of the agreement of merger by the shareholders, the agreement shall be signed on behalf of each corporation by:
(1) its president or a vice president; and
(2) its secretary or cashier.
(b) If the department considers it to be advisable and in the best interests of the creditors and shareholders of any two (2) or more merging corporations, the corporations may merge by complying with the provisions of this chapter other than sections 3 and 5 of this chapter. However, in a merger under this subsection, waivers of the notice of meetings provided for in sections 3 and 5 of this chapter shall be procured from a majority of the shareholders of each of the merging corporations.
(c) A proposed merger may be abandoned (subject to contractual rights), without further shareholder action, in accordance with the procedure set forth in the agreement of merger or, if none is set forth, in the manner determined by the board of directors for the corporation that seeks to abandon the merger.
Formerly: Acts 1933, c.40, s.121; Acts 1965, c.356, s.7. As amended by P.L.263-1985, SEC.28; P.L.256-1989, SEC.2; P.L.122-1994, SEC.48.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-9. Execution and Filing Articles of Merger

Sec. 9. (a) After the signing of the agreement of merger under section 8 of this chapter, articles of merger shall be executed and filed in the manner provided in this section, setting forth:
(1) the agreement of merger;
(2) the fact that the merger has been approved by the department;
(3) the signatures of the corporations that are parties to the agreement;
(4) the manner of its adoption; and
(5) the vote by which adopted by each of the corporations.
(b) The articles of merger shall be signed on behalf of each corporation by its president or a vice president and by its secretary or cashier and shall be acknowledged before a notary public. The articles of merger shall then be filed with the secretary of state.
Formerly: Acts 1933, c.40, s.122. As amended by P.L.263-1985, SEC.29; P.L.122-1994, SEC.49.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-10. Articles of Merger; Approval by Secretary of State; Issuance of Certificate of Merger

Sec. 10. Upon the filing of the articles of merger, the secretary of state shall:
(1) endorse the approval of the secretary of state upon each of the copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of merger; and
(4) return the remaining copies of the approved articles, together with the certificate of merger, to the surviving corporation or its designated agent.
Formerly: Acts 1933, c.40, s.123. As amended by P.L.122-1994, SEC.50.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-11. Consolidation; Resolution Approving Joint Agreements; Contents

Sec. 11. The consolidation of any two (2) or more corporations, as authorized in section 1 of this chapter, shall be effected in the following manner. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of such board, approve a joint agreement of consolidation setting forth the following:
(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the new corporation.
(d) With respect to the new corporation, all of the statements required by IC 28-12-2 to be set forth in original articles of incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed consolidation as may be deemed necessary or desirable.
Formerly: Acts 1933, c.40, s.124. As amended by P.L.263-1985, SEC.30; P.L.14-1992, SEC.69.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-12. Consolidation; Submission of Resolutions and Joint Agreement to Department; Approval or Disapproval

Sec. 12. (a) After the resolution approving a joint agreement of consolidation has been adopted by the board of directors of each of the corporations, the resolutions and joint agreement shall be submitted to the department. The department may, in its discretion, approve or disapprove the resolutions and joint agreement.
(b) In deciding whether to approve or disapprove a transaction under this chapter, the department shall consider the following factors:
(1) Whether the institution resulting from the proposed transaction will be 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 the information the department requires in reaching the department's decision.
Formerly: Acts 1933, c.40, s.125; Acts 1945, c.348, s.24. As amended by P.L.263-1985, SEC.31; P.L.14-1992, SEC.70; P.L.122-1994, SEC.51; P.L.171-1996, SEC.5; P.L.90-2008, SEC.23; P.L.73-2016, SEC.16.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-13. Shareholders' Votes on Consolidation Agreements

Sec. 13. The agreement of consolidation shall be submitted to a vote of the shareholders of each corporation and shall be adopted upon receiving the same affirmative votes, and the adoption shall be followed by the same notice to shareholders as is prescribed in sections 3, 5, and 6 of this chapter, as if the consolidation were a merger.
Formerly: Acts 1933, c.40, s.126. As amended by P.L.263-1985, SEC.32; P.L.122-1994, SEC.52; P.L.90-2008, SEC.24.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-14. Repealed

Formerly: Acts 1933, c.40, s.127; Acts 1965, c.356, s.8. As amended by P.L.238-1983, SEC.8. Repealed by P.L.14-1992, SEC.165.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-15. Execution of Agreement

Sec. 15. Upon the adoption of the agreement of consolidation, the agreement shall be signed as provided in section 8 of this chapter.
Formerly: Acts 1933, c.40, s.128. As amended by P.L.263-1985, SEC.33; P.L.122-1994, SEC.53.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-16. Execution and Filing Articles of Consolidation

Sec. 16. Upon the execution of the agreement of consolidation by all of the corporations that are parties to the agreement, articles of consolidation shall be executed and filed with the secretary of state. The articles of consolidation must set forth the factors prescribed in section 9 of this chapter as if the consolidation was a merger.
Formerly: Acts 1933, c.40, s.129. As amended by P.L.263-1985, SEC.34; P.L.122-1994, SEC.54.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-17. Secretary of State; Approval of Articles of Consolidation; Issuance of Certificates of Consolidation and Incorporation

Sec. 17. Upon the filing of the articles of consolidation, the secretary of state shall:
(1) endorse the approval of the secretary of state upon each of the copies of the articles;
(2) retain one (1) copy of the articles;
(3) issue a certificate of consolidation and incorporation to the new corporation; and
(4) return the remaining copies of the approved articles of consolidation, together with the certificate of consolidation and incorporation, to the new corporation or to its designated agent.
Formerly: Acts 1933, c.40, s.130. As amended by P.L.122-1994, SEC.55.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-18. Effective Date of Merger or Consolidation

Sec. 18. 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.
Formerly: Acts 1933, c.40, s.131.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-20. Recording Articles of Merger or Consolidation

Sec. 20. The surviving or new corporation resulting from a merger or consolidation shall, within ten (10) days after such merger or consolidation becomes effective, file for record one (1) of the copies of the articles of merger or consolidation bearing the endorsement of the approval of the secretary of state, or a copy of such agreement and endorsement certified by the secretary of state, in the office of the recorder of each county in which the principal office of any of the corporations that are parties to the agreement is located.
Formerly: Acts 1933, c.40, s.133. As amended by P.L.263-1985, SEC.36; P.L.14-1992, SEC.71; P.L.122-1994, SEC.56.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-22. Effect of Merger or Consolidation Upon Fiduciary Status of Party

Sec. 22. If any bank, bank of discount and deposit, trust company, savings bank, corporate fiduciary, or savings association:
(1) is acting as the administrator, coadministrator, executor, coexecutor, trustee, or cotrustee of or in respect to any estate or trust, or as guardian of any person or estate which is being administered under the laws of this state; or
(2) has been named or designated as such in any will or other executed writing;
such relation, and all other similar fiduciary relations, and all rights, privileges, duties, and obligations shall remain unimpaired, and shall continue with the surviving or single corporation, from the effective date of the merger or consolidation.
Formerly: Acts 1933, c.40, s.135. As amended by P.L.122-1994, SEC.57; P.L.262-1995, SEC.11; P.L.79-1998, SEC.38.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-23. Effect of Merger or Consolidation Upon Letters of Administration or Letters Testamentary

Sec. 23. Nothing done in connection with the consolidation or merger of any two (2) or more banks, banks of discount and deposit, trust companies, savings banks, corporate fiduciaries, or building and loan associations shall be deemed to be or to effect a renunciation or revocation of any letters of administration or letters testamentary, pertaining to such relation, nor a removal or resignation from any such executorship or trusteeship or any other fiduciary relationship.
Formerly: Acts 1933, c.40, s.136. As amended by P.L.122-1994, SEC.58; P.L.262-1995, SEC.12.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-24. Repealed

Formerly: Acts 1972, P.L.193, SEC.1. As amended by P.L.42-1993, SEC.25. Repealed by P.L.122-1994, SEC.122.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7. Merger and Consolidation of Banks, Trust Companies, and Building and Loan Associations › 28-1-7-25. Savings Banks; Request for Order to Merge, Consolidate, or Join With Acquiring Bank or Trust Company; Requirements

Sec. 25. (a) A savings bank organized before January 1, 1993, may request that the department order the savings bank to merge, consolidate, or join with an acquiring institution that is a bank, bank of discount and deposit, savings bank formed after December 31, 1992, savings association, or trust company.
(b) A savings bank may make a request under subsection (a) only if its board of trustees has, at a regular or special meeting called for that purpose, by a vote of at least two-thirds (2/3) of the then qualified and acting trustees, adopted a resolution stating that in the opinion of the board, the merger, consolidation, or other joining together is in the best interests of the depositors and other creditors of the savings bank.
(c) The department may order a merger, consolidation, or other joining requested under subsection (a) if it determines that:
(1) the depositors of the savings bank would not receive any liquidating dividend upon the dissolution of the savings bank; and
(2) the acquiring institution is willing to be the surviving corporation.
(d) The approval of the depositors of a savings bank organized before January 1, 1993, is not required for a merger, consolidation, or joining together under this section.
(e) To facilitate a merger, consolidation, or joining together under this section, the department may convert the charter, form of ownership, or operating powers of a savings bank into the charter, form of ownership, or operating powers of the acquiring institution.
As added by P.L.263-1983, SEC.2. Amended by P.L.122-1994, SEC.59; P.L.79-1998, SEC.39.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-1. "Depository Financial Institution"

Sec. 1. As used in this chapter, "depository financial institution" has the meaning set forth in IC 28-1-1-6, but does not include a credit union.
As added by P.L.89-2011, SEC.33.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-2. "Standard Conversion"

Sec. 2. As used in this chapter, "standard conversion" refers to a transaction permitted under any of the following:
(1) IC 28-1-21.4.
(2) IC 28-1-21.6.
(3) IC 28-1-21.8.
(4) IC 28-1-21.9.
As added by P.L.89-2011, SEC.33.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-3. Depository Financial Institution With Mutual Ownership; Authority to Engage in Voluntary Supervisory Conversion

Sec. 3. A depository financial institution with mutual ownership may engage in a voluntary supervisory conversion only as set forth in this chapter.
As added by P.L.89-2011, SEC.33.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-4. Voluntary Supervisory Conversion; Types of Transactions

Sec. 4. A voluntary supervisory conversion of a depository financial institution may include one (1) or more of the following transactions:
(1) A merger of the depository financial institution into an interim depository financial institution with stock ownership.
(2) Following a conversion of the depository financial institution, a sale of shares of the converted depository financial institution directly to an acquirer, which may be a person, company, depository institution, or depository institution holding company.
(3) A merger or consolidation with an existing or newly created depository financial institution. Except as provided in this chapter, a merger or consolidation under this subdivision must be authorized by, and is subject to, any other applicable laws and regulations.
As added by P.L.89-2011, SEC.33.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-5. Voluntary Supervisory Conversion; Eligibility; Conditions

Sec. 5. A depository financial institution with mutual ownership is eligible for a voluntary supervisory conversion under this chapter if, in the judgment of the director, the voluntary supervisory conversion satisfies at least one (1) of the following conditions:
(1) Both of the following apply:
(A) The depository financial institution is significantly undercapitalized, or is undercapitalized and a standard conversion to stock form is not feasible.
(B) After the voluntary supervisory conversion, the converted depository financial institution will likely be a viable entity, or the one (1) or more entities resulting from the voluntary supervisory conversion will likely be viable entities.
(2) Severe financial conditions threaten the stability of the depository financial institution and a voluntary supervisory conversion to stock form is likely to:
(A) improve the financial condition of the depository financial institution; or
(B) result in one (1) or more entities with an improved financial condition.
(3) The depository financial institution is in receivership or conservatorship, or in imminent danger of receivership or conservatorship, and the voluntary supervisory conversion will enable the depository financial institution to:
(A) terminate the receivership or conservatorship; or
(B) avoid the institution of a receivership or conservatorship.
As added by P.L.89-2011, SEC.33.