reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-48. Articles of Abandonment of Interest Exchange

Sec. 48. The secretary of state shall collect the following fees for filing articles of abandonment of interest exchange:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-49. Articles of Conversion

Sec. 49. The secretary of state shall collect the following fees for filing articles of conversion:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-50. Articles of Abandonment of Conversion

Sec. 50. The secretary of state shall collect the following fees for filing articles of abandonment of conversion:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-51. Articles of Domestication

Sec. 51. The secretary of state shall collect the following fees for filing articles of domestication:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5. Amended by P.L.9-2022, SEC.41.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-52. Articles of Abandonment of Domestication

Sec. 52. The secretary of state shall collect the following fees for filing articles of abandonment of domestication:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-53. Notice of Merger or Conversion

Sec. 53. The secretary of state shall collect the following fees for filing a notice of merger or conversion:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-54. Other Filings Permitted; Requests for Other Facts of Record

Sec. 54. The secretary of state shall collect the following fees for filing any other filing required or permitted to be filed by this article, including an application for any other certificates or certification certificate (except for any such other certificates that the secretary of state may determine to issue without additional fee in connection with particular filings) and a request for other facts of record under IC 23-0.5-2-8:
(1) Twenty dollars ($20) for an electronic filing.
(2) Thirty dollars ($30) for filing in a manner other than electronically.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-55. Copying and Certifying Copy of Filed Record

Sec. 55. The secretary of state shall collect the following fees for copying and certifying the copy of any filed record:
(1) One dollar ($1) per page for copying.
(2) Fifteen dollars ($15) for certification.
The fees imposed under this section do not apply to any copies or certifications that are processed on the secretary of state's Internet web site.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-56. Service of Process on Secretary of State

Sec. 56. The secretary of state shall collect a fee of ten dollars ($10) each time process is served on the secretary of state under this article. If the party to a proceeding causing service of process prevails in the proceeding, then that party is entitled to recover this fee as costs from the nonprevailing party.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-58. Forms of Payment

Sec. 58. The secretary of state may accept payment of the correct filing fee by credit card, debit card, charge card, or similar method. However, if the filing fee is paid by credit card, debit card, charge card, or similar method, the liability is not finally discharged until the secretary of state receives payment or credit from the institution responsible for making the payment or credit. The secretary of state may contract with a bank or credit card vendor for acceptance of bank or credit cards. However, if there is a vendor transaction charge or discount fee, whether billed to the secretary of state or charged directly to the secretary of state's account, the secretary of state or the credit card vendor may collect from the person using the bank or credit card a fee that may not exceed the highest transaction charge or discount fee charged to the secretary of state by the bank or credit card vendor during the most recent collection period. This fee may be collected regardless of any agreement between the bank and a credit card vendor or regardless of any internal policy of the credit card vendor that may prohibit this type of fee. The fee is a permitted additional charge under IC 24-4.5-3-202.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 9. Fees › 23-0.5-9-59. Filing Fees Are Not Refundable Upon Withdrawal or Correction of a Filed Record

Sec. 59. The withdrawal under IC 23-0.5-2-4 of a filed record before it is effective or the correction of a filed record under IC 23-0.5-2-5 does not entitle the person on whose behalf the record was filed to a refund of the filing fee.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-2. Application of Law; Limitations; Relation to Other Laws

Sec. 2. (a) Unless displaced by particular provisions of this article, the principles of law and equity supplement this article.
(b) This article does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this article.
(c) A transaction effected under this article may not create or impair any right or obligation on the part of a person under a provision of the law of Indiana other than this article relating to a change in control, takeover, business combination, control share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless:
(1) if the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or
(2) if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-3. Party to Interest Exchange, Conversion, Domestication; Approval; Disposition of Charitable Assets

Sec. 3. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer under the law of Indiana in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of Indiana by a domestic or foreign entity immediately before a transaction under this article becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of Indiana concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order specifying the disposition of the property from a court having jurisdiction over the matter.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.30.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-4. Status of Filings

Sec. 4. A filing under this article signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-5. Nonexclusivity

Sec. 5. The fact that a transaction under this article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this article.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-6. Reference to External Facts

Sec. 6. (a) If a:
(1) provision under this article permits any of the terms of a plan to be dependent on facts objectively ascertainable outside the plan; and
(2) plan includes terms that are dependent on facts described in subdivision (1);
the manner in which the facts will operate upon the terms of the plan and the manner in which the facts will become operative must be set forth in the plan.
(b) The facts described under subsection (a) may include any of the following:
(1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:
(A) Statistical or market indices.
(B) Market prices of any security or group of securities.
(C) Interest rates.
(D) Currency exchange rates.
(E) Similar economic or financial data.
(2) A determination made or action taken by any person, including the entity or another party to a plan.
(3) The terms of, or actions taken under, an agreement to which the entity is a party, or any other agreement or document.
(c) The following provisions of a plan may not be made dependent on facts outside the plan:
(1) The name and address of any person required in a filed document.
(2) The registered office of any entity required in a filed document.
(3) The registered agent of any entity required in a filed document.
(4) The number of authorized interests and designation of each class or series of interests.
(5) The effective date of a filed document.
(6) Any required statement in a plan of the date on which the underlying transaction was approved or the manner in which that approval was given.
(d) If a provision of a plan is made dependent on a fact ascertainable outside the plan, and:
(1) the fact is not ascertainable by reference to a source described in subsection (b)(1) or a document that is a matter of public record; and
(2) the entity has not provided notice of the fact to the affected interest holders;
the entity shall file with the secretary of state articles of amendment setting forth the fact promptly after the time the fact referred to is first ascertainable or changes.
(e) Articles of amendment filed under subsection (d):
(1) are considered to be authorized by the plan to which the articles of amendment relate; and
(2) may be filed by the entity without further action by the governing person.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-7. Approval of Transaction

Sec. 7. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this article by the unanimous vote or consent of its interest holders satisfies the requirements of this article for approval of the transaction.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1. General Provisions › 23-0.6-1-8. Appraisal Rights

Sec. 8. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
(1) the organic law permits the organic rules to limit the availability of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided:
(1) in the entity's organic rules;
(2) in the plan; or
(3) in the case of a business corporation, by action of its governing persons.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, IC 23-1-44 applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-1. Application of Definitions

Sec. 1. Except as otherwise provided by this article, the definitions set forth in IC 23-0.5-1.5 apply to this article:
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-2. "Acquired Entity"

Sec. 2. "Acquired entity" means the entity in which all of one (1) or more classes or series of interests are acquired in an interest exchange.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-3. "Acquiring Entity"

Sec. 3. "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-4. "Approve"

Sec. 4. "Approve" means, in the case of an entity, for its governing persons and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:
(1) propose a transaction subject to this article;
(2) adopt and approve the terms and conditions of the transaction; and
(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governing persons or interest holders.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.31.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-5. "Articles of Conversion"

Sec. 5. "Articles of conversion" refers to the filing required by IC 23-0.6-4-5.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-6. "Articles of Domestication"

Sec. 6. "Articles of domestication" refers to the filing required by IC 23-0.6-5-5.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-7. "Articles of Interest Exchange"

Sec. 7. "Articles of interest exchange" refers to the filing required by IC 23-0.6-3-5.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-8. "Articles of Merger"

Sec. 8. "Articles of merger" refers to the filing required by IC 23-0.6-2-5.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-11. "Converting Entity"

Sec. 11. "Converting entity" means the domestic entity that approves a plan of conversion under IC 23-0.6-4-3 or the foreign entity that approves a conversion under the law of its jurisdiction of organization.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-12. "Domesticated Entity"

Sec. 12. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-13. "Domesticating Entity"

Sec. 13. "Domesticating entity" means the domestic entity that approves a plan of domestication under IC 23-0.6-5-3 or the foreign entity that approves a domestication under the law of its jurisdiction of organization.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-14. "Domestication"

Sec. 14. "Domestication" means a transaction authorized by IC 23-0.6-5.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-16. "Interest Holder Liability"

Sec. 16. "Interest holder liability" means:
(1) personal liability for a liability of an entity that is imposed on a person:
(A) solely by reason of the status of the person as an interest holder; or
(B) by the organic rules of the entity which make one (1) or more specified interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-17. "Merger"

Sec. 17. "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-18. "Merging Entity"

Sec. 18. "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-19. "Organic Law"

Sec. 19. "Organic law" refers to the following:
(1) The law of an entity's jurisdiction of formation governing the internal affairs of the entity.
(2) IC 23-1-40 for a domestic business corporation engaged in a transaction under this article.
(3) IC 23-17-19 for a domestic nonprofit corporation engaged in a transaction under this article.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.32.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-20. "Plan"

Sec. 20. "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-21. "Plan of Conversion"

Sec. 21. "Plan of conversion" means a plan under IC 23-0.6-4-2.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-22. "Plan of Domestication"

Sec. 22. "Plan of domestication" means a plan under IC 23-0.6-5-2.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-23. "Plan of Interest Exchange"

Sec. 23. "Plan of interest exchange" means a plan under IC 23-0.6-3-2.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-24. "Plan of Merger"

Sec. 24. "Plan of merger" means a plan under IC 23-0.6-2-2.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 1.5. Definitions › 23-0.6-1.5-25. "Surviving Entity"

Sec. 25. "Surviving entity" means the entity that continues in existence after a merger under IC 23-0.6-2.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.33.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 2. Merger › 23-0.6-2-1. Right to Merge

Sec. 1. (a) Except as otherwise provided in this section, by complying with this chapter:
(1) one (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) two (2) or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of this chapter applicable to foreign entities, a foreign entity may be a party to a merger under this chapter or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
(c) A merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter.
(d) A merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-19 and not this chapter.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.34.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 2. Merger › 23-0.6-2-2. Plan of Merger; Contents

Sec. 2. (a) A domestic entity may become a party to a merger under this chapter by approving a plan of merger. The plan must be in a record and contain:
(1) as to each merging entity, its name, jurisdiction of formation, and type of entity;
(2) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(3) any proposed amendments to the surviving entity's:
(A) public organic record, if any; and
(B) private organic rules that are, or are proposed to be, in a record;
(4) the other terms and conditions of the merger;
(5) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity;
(6) if a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity; and
(7) if a limited liability company is to be the surviving entity and management of the limited liability company is vested in one (1) or more managers, the names and business addresses of the managers.
(b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 2. Merger › 23-0.6-2-3. Approval of Plan of Merger

Sec. 3. (a) A plan of merger is not effective unless it has been approved:
(1) by a domestic merging entity:
(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger; or
(B) by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger; and
(2) in a record, by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and
(B) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger under this chapter involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 2. Merger › 23-0.6-2-4. Amendment or Abandonment of Plan of Merger

Sec. 4. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) A domestic merging entity may approve an amendment of a plan of merger:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by its governing persons or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(B) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(c) After a plan of merger has been approved and before articles of merger are effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging entity may abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing, articles of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger take effect. Articles of abandonment take effect on filing, and the merger is abandoned and does not become effective. The articles of abandonment must contain:
(1) the name of each party to the plan of merger;
(2) the date on which articles of merger were filed by the secretary of state; and
(3) a statement that the merger has been abandoned in accordance with this section.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-0.3. Governing Law

Sec. 0.3. A share exchange between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-1. Authorization of Interest Exchange

Sec. 1. (a) Except as otherwise provided in this chapter, by complying with this article:
(1) a domestic entity may acquire all of one (1) or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or
(2) all of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this chapter, by complying with the provisions of this article applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.
As added by P.L.118-2017, SEC.6. Amended by P.L.206-2021, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-2. Plan of Interest Exchange; Contents

Sec. 2. (a) A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain:
(1) the name and type of the acquired entity;
(2) the name, jurisdiction of organization, and type of the acquiring entity;
(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;
(4) any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic rules of the acquired entity.
(b) A plan of interest exchange may contain any other provision not prohibited by law.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-3. Approval of Plan of Interest Exchange

Sec. 3. (a) A plan of interest exchange is not effective unless it has been approved:
(1) by a domestic acquired entity:
(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in clause (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-4. Amendment or Abandonment of Plan of Interest Exchange

Sec. 4. (a) A plan of interest exchange of a domestic acquired entity may be amended:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by the governing persons or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the plan;
(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of interest exchange has been approved by a domestic acquired entity and before articles of interest exchange become effective, the plan may be abandoned:
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of interest exchange is abandoned after articles of interest exchange have been filed with the secretary of state, articles of abandonment, signed on behalf of the acquired entity, must be filed with the secretary of state before the time the articles of interest exchange become effective. The articles of abandonment take effect upon filing, and the interest exchange is abandoned and does not become effective. The articles of abandonment must contain:
(1) the name of the acquired entity;
(2) the date on which the articles of interest exchange were filed; and
(3) a statement that the interest exchange has been abandoned in accordance with this section.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 3. Interest Exchange › 23-0.6-3-5. Articles of Interest Exchange; Contents; Filing

Sec. 5. (a) Articles of interest exchange must be signed on behalf of a domestic acquired entity and filed with the secretary of state.
(b) Articles of interest exchange must contain:
(1) the name and type of the acquired entity;
(2) the name, jurisdiction of organization, and type of the acquiring entity;
(3) if the articles of interest exchange are not to be effective upon filing, the later date and time on which the articles of interest exchange will become effective, which may not be more than ninety (90) days after the date of filing;
(4) a statement that the plan of interest exchange was approved by the acquired entity in accordance with this chapter; and
(5) any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b), articles of interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of articles of interest exchange and upon filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this article to articles of interest exchange refer to the plan of interest exchange filed under this subsection.
(e) Articles of interest exchange become effective upon the date and time of filing or the later date and time specified in the articles of interest exchange.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 4. Conversion › 23-0.6-4-1. Authorization of Conversion; Limitations on Use

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article or other law, a domestic entity may become:
(1) a domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(c) This chapter may not be used to effect a transaction that:
(1) converts an insurance company organized on the mutual principle to a company organized on a stock share basis;
(2) converts a nonprofit corporation to a corporation or other entity; or
(3) converts a business corporation or other entity to a nonprofit corporation.
(d) If as a result of conversion one (1) or more shareholders or interest holders of a surviving entity become subject to owner liability for the debts, obligations, or liabilities of the surviving entity or any other person or entity, approval of the plan of conversion requires each shareholder or interest holder of the converting entity to execute a separate written consent to become subject to owner liability.
(e) A nonprofit corporation may not engage in a conversion.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 4. Conversion › 23-0.6-4-2. Plan of Conversion; Contents

Sec. 2. (a) A domestic entity may convert to a different type of entity under this chapter by approving a plan of conversion. The plan must be in a record and contain:
(1) the name and type of the converting entity;
(2) the name, jurisdiction of organization, and type of the converted entity;
(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;
(4) the proposed public organic document of the converted entity if it will be a filing entity;
(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this state or the organic rules of the converting entity.
(b) A plan of conversion may contain any other provision not prohibited by law.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 4. Conversion › 23-0.6-4-3. Approval of Plan of Conversion

Sec. 3. (a) A plan of conversion is not effective unless it has been approved:
(1) by a domestic converting entity:
(A) in accordance with the requirements, if any, in its organic rules for approval of a conversion;
(B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
(C) by all of the interest holders of the entity entitled to vote on or consent to any matter if, in the case of any entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a conversion or a merger; and
(2) in a record, by each interest holder of a domestic converting entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless, in the case of an entity that is not a business corporation:
(A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 4. Conversion › 23-0.6-4-4. Amendment or Abandonment of Plan of Conversion

Sec. 4. (a) A plan of conversion of a domestic converting entity may be amended:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by its governing persons or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(B) the public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of conversion has been approved and before articles of conversion become effective, the plan may be abandoned as provided in the plan or, unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. Articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. Articles of abandonment must contain:
(1) the name of the converting entity;
(2) the date on which articles of conversion were filed by the secretary of state; and
(3) a statement that the conversion has been abandoned in accordance with this section.
As added by P.L.118-2017, SEC.6.