reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-6. Director's Determination of Resulting Entity's Viability; Conditions; Authority of Director to Act; Applicability of Law Governing Mergers and Consolidations; Waiver of Law

Sec. 6. (a) The director may determine under section 5(1)(B) of this chapter, based upon information then available to the director, that a voluntary supervisory conversion will likely result in a depository financial institution becoming a viable entity with stock ownership if all the following are satisfied:
(1) The depository financial institution resulting from the conversion will be adequately capitalized.
(2) The depository financial institution resulting from the conversion, and any person acquiring capital stock in the depository financial institution resulting from the conversion, will comply with all applicable supervisory policies.
(3) The depository financial institution involved in, or the one (1) or more entities resulting from, the conversion will be insured by the Federal Deposit Insurance Corporation.
(4) The voluntary supervisory conversion is in the best interest of:
(A) the depository financial institution involved in, or the one (1) or more entities resulting from, the conversion; and
(B) the public.
(5) The voluntary supervisory conversion will not injure or be detrimental to:
(A) the depository financial institutions involved in, or the one (1) or more entities resulting from, the conversion; or
(B) the public interest.
(b) The director may act on a voluntary supervisory merger, consolidation, sale, or other disposition on behalf of the department.
(c) Except as otherwise provided in this chapter, a provision of IC 28-1-7 concerning mergers or consolidations applies to a voluntary supervisory conversion under this chapter unless the director determines that the provision should be waived or considered inapplicable with respect to a particular voluntary supervisory conversion. The director may make a determination described in this subsection if the director finds, in the director's discretion, that the determination will:
(1) facilitate the consummation of the voluntary supervisory conversion; and
(2) in the director's judgment and considering the available information under the prevailing circumstances, result in one (1) or more entities that are more favorable to the public than if:
(A) the provision were not waived or considered inapplicable; or
(B) the voluntary supervisory conversion were not approved.
As added by P.L.89-2011, SEC.33. Amended by P.L.6-2012, SEC.192.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-7. Depositors; No Right to Participate in or Approve Conversion; No Ownership Interests in Converted Institution; Liquidation Account

Sec. 7. Depositors of a depository financial institution with mutual ownership do not have the right to approve or participate in a voluntary supervisory conversion, and will not have any legal or beneficial ownership interests in the converted depository financial institution, unless the department allows otherwise. Depositors may have interests in a liquidation account, if one is established.
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 › 28-1-7.1-8. Plan of Conversion; Adoption by Board; Contents

Sec. 8. A majority of the board of directors of a depository financial institution with mutual ownership must adopt a plan of voluntary supervisory conversion. The plan adopted must include the following:
(1) The name and address of the depository financial institution.
(2) The name and address of each proposed purchaser of conversion shares and a description of that purchaser's relationship to the depository financial institution.
(3) The title, per unit par value, number, and per unit and aggregate offering price of shares that the converted depository financial institution will issue.
(4) The number and percentage of shares that each investor will purchase or acquire in a merger or other combination.
(5) The aggregate number and percentage of shares that each director or officer of the converted depository financial institution, and any affiliates (as defined in IC 28-1-18.2-1) or associates (as defined in 12 CFR 563b.25) of the director or officer, will purchase.
(6) A description of any liquidation account to be established in connection with the voluntary supervisory conversion.
(7) Certified copies of all resolutions of the board of directors of the depository financial institution relating to the conversion.
As added by P.L.89-2011, SEC.33. Amended by P.L.27-2012, SEC.41.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.1. Voluntary Supervisory Conversion › 28-1-7.1-10. Denial of Application; Findings by Director

Sec. 10. The director may not approve an application to engage in a voluntary supervisory conversion if the director makes any of the following findings:
(1) That the depository financial institution does not meet the eligibility requirements for a voluntary supervisory conversion under this chapter, or that the proceeds from the sale of the conversion stock, less the expenses of the conversion, would be insufficient to satisfy any applicable viability requirement.
(2) That the transaction is detrimental to or would cause potential injury to the depository financial institution or is contrary to the public interest.
(3) That the depository financial institution or its acquirer, or the controlling parties or directors and officers of the depository financial institution or its acquirer, have engaged in unsafe or unsound practices in connection with the voluntary supervisory conversion.
(4) That the depository financial institution fails to justify an employment contract incidental to the conversion, or that the employment contract will be an unsafe or unsound practice or represent a sale of control.
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 › 28-1-7.1-11. Approval of Application; Conditions

Sec. 11. (a) The director shall condition approval of a voluntary supervisory conversion application on the applicant satisfying all of the following:
(1) The depository financial institution must complete the conversion stock sale, if any, not later than three (3) months after the director approves the application. The director may grant an extension for good cause.
(2) The depository financial institution and its acquirer must comply with all applicable laws, rules, and regulations.
(3) The depository financial institution and its acquirer must satisfy any other requirements or conditions imposed by the director.
(4) The depository financial institution involved in, or the one (1) or more entities resulting from, the voluntary supervisory conversion must obtain insurance coverage of their deposits by the Federal Deposit Insurance Corporation.
(b) The director may condition approval of a voluntary supervisory conversion application on either of the following:
(1) The applicant must satisfy any conditions and restrictions the director imposes to prevent unsafe or unsound practices, to protect the public interest, or to prevent potential injury or detriment to the depository financial institution before and after the conversion. The director may impose these conditions and restrictions on the depository financial institution (before and after the conversion), its acquirer, controlling parties, or directors and officers of the depository financial institution or its acquirer.
(2) A larger amount of capital, if necessary, for safety and soundness reasons must be infused following the voluntary supervisory conversion.
As added by P.L.89-2011, SEC.33.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-1. "Holding Company" Defined

Sec. 1. (a) As used in this chapter, "holding company" refers to a corporation that:
(1) is attempting to acquire all the outstanding shares of a bank, trust company, corporate fiduciary, or stock savings bank under this chapter; or
(2) has completed such an acquisition;
depending upon the context in which the term is used.
(b) As used in this chapter, "stock savings bank" has the meaning set forth in IC 28-6.1-2-7.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.60; P.L.262-1995, SEC.13.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-2. Acquisition of Bank, Trust Company, Corporate Fiduciary, or Stock Savings Bank by Holding Company Under Plan of Exchange

Sec. 2. All the outstanding shares of common stock of any bank, trust company, corporate fiduciary, or stock savings bank may be acquired by any corporation organized under IC 23-1 if the acquisition is made under a plan of exchange approved in the manner provided in this chapter. Such a plan of exchange must provide for:
(1) the exchange of all the outstanding shares of common stock of the bank, trust company, corporate fiduciary, or stock savings bank for shares of common stock to be issued by the holding company at the rate of one (1) share of holding company stock for each share of bank, trust company, corporate fiduciary, or stock savings bank stock; and
(2) the redemption by the holding company, under unconditional rights granted by its articles of incorporation or bylaws or by agreement between the holding company and its shareholders, of all of the shares of common stock of the holding company that may be outstanding immediately before the exchange.
As added by P.L.238-1983, SEC.10. Amended by P.L.149-1986, SEC.62; P.L.122-1994, SEC.61; P.L.262-1995, SEC.14.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-3. Resolutions Approving Plan of Exchange; Contents; Direction for Submission to Vote of Shareholders

Sec. 3. (a) A bank, trust company, corporate fiduciary, or stock savings bank and a holding company that desire to effect an exchange of securities must, by resolutions adopted by the board of directors of each corporation, approve a plan of exchange which sets forth:
(1) the names of the holding company and the bank, trust company, corporate fiduciary, or stock savings bank;
(2) the terms and conditions of the exchange;
(3) the mode of carrying the exchange into effect;
(4) the manner of redemption of all shares of common stock of the holding company that may be outstanding immediately before the exchange;
(5) a restatement of such provisions of the articles of incorporation of the holding company as may be considered necessary or desirable to give effect to the exchange; and
(6) such other provisions with respect to the exchange as may be considered necessary or desirable.
(b) The resolution of the board of directors of the bank, trust company, corporate fiduciary, or stock savings bank and, if the plan of exchange provides for the amendment of the articles of incorporation of the holding company, the resolution of the board of directors of the holding company, must be submitted to a vote of the shareholders of the corporation, at a meeting of the shareholders. The meeting may be an annual or a special meeting of the shareholders. If the meeting of any corporation at which the plan is to be submitted is an annual meeting, notice of the submission of the plan must be included in the notice of the annual meeting. If the meeting is a special meeting, the meeting must be called by the resolution designating the meeting, and notice of the meeting must be given as provided by law. A copy of the proposed plan of exchange must be included with the notice of the annual or special meeting of shareholders given to each shareholder.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.62; P.L.262-1995, SEC.15.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-5. Public Hearing; Requisites; Procedures

Sec. 5. (a) At the time of the filing of a plan of exchange with the department, the bank, trust company, corporate fiduciary, or stock savings bank may submit a written request asking the department to hold a hearing on the matter. If such a request is submitted, the department shall hold a public hearing upon the fairness of the terms, conditions, and provisions of the plan of exchange and the proposed issuance and exchange of stock of the holding company for the stock of the bank, trust company, corporate fiduciary, or stock savings bank. In addition, the department may on its own motion hold such a public hearing. The shareholders of the bank, the trust company, the corporate fiduciary, and the holding company and any other interested party may appear and become a party to the proceeding at any public hearing at which the fairness of the exchange is to be determined. The department shall require the bank, trust company, corporate fiduciary, or stock savings bank and the holding company to produce such evidence as the director considers necessary to the hearing.
(b) The department shall commence any public hearing held under this section not less than thirty (30) days and not more than one hundred twenty (120) days after the date on which the plan of exchange is filed with the department. The hearing shall be held at such place, date, and time as the department shall specify. The hearing may be held by any member or members of the department, by the director of the department, by a deputy director of the department, by the supervisor of the department's division of banks and trust companies, or by any employee of the department designated by the members of the department. At least ten (10) days before the hearing, the applicant shall publish notice of the hearing in a newspaper of general circulation in the county or counties where the principal offices of the bank, trust company, corporate fiduciary, or stock savings bank and the holding company are located and in the county where the hearing will be held. Written notice of the hearing shall be mailed at least ten (10) days before the hearing by the bank, trust company, corporate fiduciary, or stock savings bank and by the holding company to all of their respective shareholders. All expenses of publication, court reporter fees, department expenses, and hearing room fees shall be paid by:
(1) the bank, trust company, corporate fiduciary, or stock savings bank;
(2) the holding company; or
(3) both;
as specified in the plan of exchange.
(c) Except as otherwise provided in this section, the hearing and the determination made by the department are subject to IC 4-21.5-3.
As added by P.L.238-1983, SEC.10. Amended by P.L.7-1987, SEC.158; P.L.14-1992, SEC.74; P.L.122-1994, SEC.64; P.L.262-1995, SEC.17.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-6. Approval or Disapproval of Plan of Exchange by Department; Order; Findings of Fact; Judicial Review

Sec. 6. (a) The department shall issue an order approving the plan of exchange as delivered to it by the bank, trust company, corporate fiduciary, or stock savings bank and the holding company, including any modifications to the plan as the board of directors of each corporation may approve, unless it finds that:
(1) the plan, including any modifications, would adversely affect the financial stability or management of the bank, trust company, corporate fiduciary, or stock savings bank or the general capacity or intention to continue the safe and sound conduct of the bank, trust company, corporate fiduciary, or stock savings bank;
(2) the terms and conditions of the plan of exchange are unfair and unreasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank; or
(3) the plans or proposals that the holding company has to liquidate the bank, trust company, corporate fiduciary, or stock savings bank, sell its assets or consolidate or merge it with any person, or to make any other material change in its investment policy, business, corporate structure, or management, are unfair and unreasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and not in the public interest.
(b) If a hearing is held on the plan of exchange, the department shall issue its order approving or disapproving the plan within ninety (90) days of the date of hearing. The department shall include its findings of fact in the order. If the department approves the plan, the findings of fact must include a finding that the terms and conditions of the plan and of the issuance and exchange of holding company stock for stock of the bank, trust company, corporate fiduciary, or stock savings bank are fair and reasonable to the shareholders of the bank, trust company, corporate fiduciary, or stock savings bank. Any party to the proceedings aggrieved by the order is entitled to a judicial review in accordance with IC 4-21.5-5.
(c) If no hearing is held on the plan of exchange, the department shall issue an order approving or disapproving the plan, within ninety (90) days after the date on which the plan of exchange is filed with the department. The department may issue the order without including its findings of facts.
As added by P.L.238-1983, SEC.10. Amended by P.L.7-1987, SEC.159; P.L.122-1994, SEC.65; P.L.262-1995, SEC.18.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-9. Articles of Exchange; Requisites; Filing; Certificate of Exchange; Issuance; Effectiveness of Plan

Sec. 9. (a) After the plan of exchange is approved by shareholders of the bank, trust company, corporate fiduciary, or stock savings bank and, if required, by the shareholders of the holding company, and unless the plan of exchange is subsequently abandoned, the bank, trust company, corporate fiduciary, or stock savings bank and the holding company shall prepare articles of exchange setting forth:
(1) the plan of exchange;
(2) the manner of the approval of the plan by the directors of the holding company and the bank, trust company, corporate fiduciary, or stock savings bank;
(3) the manner of its adoption and the vote by which adopted by the shareholders; and
(4) the fact that the plan of exchange has been approved by the department.
(b) The articles of exchange shall be signed under oath on behalf of each corporation. The articles of exchange shall be filed with the department. The department shall, if it approves the articles of exchange, endorse its approval on all copies and file them with the secretary of state. The secretary of state shall endorse the approval of the secretary of state on each of the copies and keep one (1) copy of the articles of exchange, issue a certificate of exchange, and deliver the remaining copies to the holding company.
(c) The plan of exchange becomes effective upon the issuance of the certificate of exchange by the secretary of state, unless a later date is specified.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.68; P.L.262-1995, SEC.21.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-10. Plan of Exchange; Consummation by Operation of Law; Effect

Sec. 10. At the time that the plan of exchange becomes effective:
(1) each shareholder ceases to be a shareholder of the bank, trust company, corporate fiduciary, or stock savings bank;
(2) the ownership of all shares of the issued and outstanding common stock of the bank, trust company, corporate fiduciary, or stock savings bank (except shares for which payment of value is required to be made under section 8 of this chapter) vest in the holding company automatically without any physical transfer or deposit of certificates representing those shares;
(3) the articles of incorporation of the holding company are amended to the extent that any provisions of those articles are restated in the plan of exchange;
(4) the holding company becomes the sole holder of the common stock of the bank, trust company, corporate fiduciary, or stock savings bank and has all of the rights, privileges, immunities and powers, and (except as otherwise provided in this chapter) is subject to all of the duties and liabilities, of a shareholder of a bank, trust company, corporate fiduciary, or stock savings bank; and
(5) depending upon which option is provided for in the plan of exchange, certificates representing shares of common stock of the bank and trust company or corporate fiduciary (except shares for which payment of value is required to be made under section 8 of this chapter) become certificates representing either shares of the issued and outstanding common stock of the holding company, or the right to receive shares of stock issued by the holding company upon such terms as are specified in the plan of exchange.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.69; P.L.262-1995, SEC.22.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-11. Redemption by Holding Company of Its Outstanding Common Stock

Sec. 11. Within thirty (30) days after the plan of exchange becomes effective, the holding company shall redeem all shares of common stock of the holding company that were outstanding immediately before the effective time of the exchange. The holding company shall redeem the shares in the manner provided in the plan of exchange.
As added by P.L.238-1983, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-12. Separate and Distinct Corporations; Effect Upon Liability

Sec. 12. The bank, trust company, corporate fiduciary, or stock savings bank and the holding company are separate and distinct corporations. Notwithstanding any acts or omissions of the officers, directors, or shareholders of the corporations, neither of the corporations has any liability to the creditors, depositors, or shareholders of the other.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.70; P.L.262-1995, SEC.23.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-13. Exemption From Requirements of Ic 28-1-2-23

Sec. 13. An acquisition by a holding company of control of a bank, trust company, corporate fiduciary, or stock savings bank is exempt from the requirements of IC 28-1-2-23 if the acquisition is made under this chapter.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.71; P.L.262-1995, SEC.24.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-14. Acquisition Under Other Lawful Procedures Unaffected

Sec. 14. This chapter does not prohibit the acquisition by a holding company of shares of stock of a bank, trust company, corporate fiduciary, or stock savings bank under any other procedure that may be authorized by law, under voluntary exchange, or under an agreement with shareholders.
As added by P.L.238-1983, SEC.10. Amended by P.L.122-1994, SEC.72; P.L.262-1995, SEC.25.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 7.5. Formation of Certain Bank Holding Companies › 28-1-7.5-15. Limitations of Ic 28-2-14 Unaffected

Sec. 15. This chapter does not affect the limitations imposed on bank holding companies by IC 28-2-14.
As added by P.L.238-1983, SEC.10. Amended by P.L.19-1986, SEC.48.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-0.5. "Corporation"

Sec. 0.5. As used in this chapter, "corporation" means:
(1) a bank;
(2) a trust company;
(3) a corporate fiduciary;
(4) a savings bank;
(5) a savings association;
(6) an industrial loan and investment company that maintains federal deposit insurance; or
(7) a credit union.
As added by P.L.171-1996, SEC.6. Amended by P.L.192-1997, SEC.3; P.L.79-1998, SEC.40; P.L.159-2017, SEC.25.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-0.7. "Shareholder"

Sec. 0.7. As used in this chapter, "shareholder", with respect to a:
(1) mutual savings bank;
(2) mutual savings association; or
(3) credit union;
refers to a member of the mutual savings bank, mutual savings association, or credit union, as applicable.
As added by P.L.27-2012, SEC.43. Amended by P.L.13-2013, SEC.72; P.L.159-2017, SEC.26.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-1. Disposition of Property and Assets; Authority; Compliance With Procedures

Sec. 1. A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property and assets, including good will, by complying with the provisions of this chapter.
Formerly: Acts 1933, c.40, s.137. As amended by P.L.263-1985, SEC.37; P.L.122-1994, SEC.73; P.L.262-1995, SEC.26; P.L.27-2012, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-2. Resolution Proposing Sale or Other Disposition; Submission to Shareholders

Sec. 2. (a) A sale, lease, exchange, or other disposition described in section 1 of this chapter must first be proposed by the board of directors by the adoption of a resolution that:
(1) sets forth the terms and conditions of the sale, lease, exchange, or other disposition; and
(2) directs that the proposed disposition be submitted to a vote of the shareholders at the annual meeting or a special meeting.
(b) The meeting described in subsection (a)(2) shall:
(1) be called in the resolution required by subsection (a); and
(2) be in accordance with:
(A) IC 28-13-5-8, in the case of a corporation other than a credit union; and
(B) IC 28-7-1-14, in the case of a credit union.
Formerly: Acts 1933, c.40, s.138. As amended by P.L.263-1985, SEC.38; P.L.14-1992, SEC.75; P.L.122-1994, SEC.74; P.L.27-2012, SEC.45; P.L.159-2017, SEC.27.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-3. Submission of Resolution to Department; Conditions for Approval; Economic Benefits to Officers or Directors

Sec. 3. (a) Before a proposed disposition described in section 1 of this chapter is submitted to a vote of the shareholders, the resolution proposing the disposition shall be submitted for the approval of the department.
(b) Subject to section 5(d) of this chapter, and any approvals required under federal law, the department may approve a resolution if the corporation has and will have assets in excess of the corporation's liabilities and either of the following applies:
(1) The corporation intends to merge out of existence under IC 28-1-7-1 or IC 28-7-1-33, as applicable.
(2) The corporation intends to voluntarily dissolve under IC 28-1-9 or IC 28-7-1-27.1, as applicable.
(c) An officer or a director of a corporation whose proposed disposition is approved by the department under subsection (b) may not negotiate for or receive any economic benefit in connection with any sale of assets under this chapter, except for:
(1) compensation and other benefits paid to the officer or director and to officers and directors of the purchasing institution in the ordinary course of business;
(2) any economic benefit realized by all shareholders as a result of the disposition; or
(3) any economic benefit received as part of a compensation or benefit plan existing at the time of the disposition and approved before the initiation of sale negotiations.
(d) If the department approves a resolution submitted under this section, the department shall:
(1) write or stamp on the resolution:
(A) the words "Approved by the Department of Financial Institutions of the State of Indiana"; and
(B) the date of the approval; and
(2) place the impression of the seal of the department and the signature of the director or the director's authorized designee beneath the approval stamp.
Formerly: Acts 1933, c.40, s.139. As amended by P.L.263-1985, SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010, SEC.114; P.L.27-2012, SEC.46; P.L.159-2017, SEC.28.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-4. Submission to Shareholders; Vote Required; Exception for Corporation in Danger of Insolvency

Sec. 4. If a resolution proposing a disposition described in section 1 of this chapter is approved by the department, the resolution may then be submitted to the shareholders at the annual meeting or a special meeting. The resolution shall be authorized upon receiving the affirmative votes of two-thirds (2/3) of the outstanding shares. However, the department may permit the resolution to be authorized without receiving shareholder approval if the corporation whose assets are to be disposed of is in danger of insolvency.
Formerly: Acts 1933, c.40, s.140. As amended by P.L.122-1994, SEC.76; P.L.159-2017, SEC.29.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-5. Dissenting Shareholders; Effective Date of Disposition; Inapplicability to Credit Unions, Mutual Savings Banks, and Mutual Savings Associations

Sec. 5. (a) This section does not apply to a shareholder of a credit union that is the subject of a proposed transaction concerning the sale, lease, exchange, or other disposition of the credit union's property or assets under this chapter.
(b) Subject to subsection (d), the rights of dissenting shareholders in the case of a merger or consolidation, as set forth in IC 28-1-7-21, apply to the sale, lease, exchange, or other disposition of the property and assets of a corporation under this chapter. Any dissenting shareholder shall have such rights and remedies as provided for in IC 28-1-7-21.
(c) For purposes of the application of IC 28-1-7-21 to this chapter, the "effective date" of a sale, lease, exchange, or other disposition under this chapter, within the meaning of IC 28-1-7-21, is the date upon which the disposition was authorized by the shareholders of the corporation.
(d) In a proposed disposition described in section 3(b) of this chapter, if the corporation that is the subject of the proposed disposition is a mutual savings bank or a mutual savings association, the rights and remedies for dissenting shareholders set forth in IC 28-1-7-21 do not apply.
Formerly: Acts 1933, c.40, s.141. As amended by P.L.263-1985, SEC.40; P.L.122-1994, SEC.77; P.L.27-2012, SEC.47; P.L.159-2017, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 8. Sale of Banks, Trust Companies, and Building and Loan Associations › 28-1-8-6. Purchase of Assets; Submission of Resolution and Application to Department; Factors for Department's Approval; Exceptions to Approval Requirement

Sec. 6. (a) Subject to the approval of the department, a corporation may purchase all or substantially all of the assets of one (1) or more other corporations that are organized or reorganized under the laws of any state (as defined in IC 28-2-17-19) or the United States.
(b) After the board of directors of a corporation agrees to purchase all or substantially all of the assets of one (1) or more corporations, the board resolution approving the purchase and an application in the form prescribed by the director of the department must be submitted for approval by the department.
(c) Subject to any approvals required under federal law, the department, in its discretion, may approve or disapprove an application and a board resolution submitted under subsection (b). In deciding whether to approve or disapprove the board resolution and application, the department shall consider the following factors:
(1) Whether the institutions subject to the proposed transaction are operated in a safe, sound, and prudent manner.
(2) Whether the financial condition of any institution subject to the proposed transaction will jeopardize the financial stability of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will result in an institution that has inadequate capital, unsatisfactory management, or poor earnings prospects.
(4) Whether the management or other principals of the institution that will result from the proposed transaction under this chapter are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution.
(5) Whether the public convenience and advantage will be served by the resulting institution after the proposed transaction.
(6) Whether the institutions subject to the proposed transaction under this chapter furnish all of the information the department requires in reaching the department's decision.
(7) If deposits are to be transferred as part of the proposed transaction, whether the resulting institution will maintain adequate federal deposit insurance or such other deposit insurance as approved by the director.
(d) The approval of the department of the purchase of all or substantially all of the assets of one (1) or more corporations is not required under this section if the resulting corporation is a corporation organized or reorganized under the laws of:
(1) a state (as defined in IC 28-2-17-19) other than Indiana; or
(2) the United States.
As added by P.L.171-1996, SEC.7. Amended by P.L.79-1998, SEC.41; P.L.27-2012, SEC.48.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-1. Surrender of Corporate Rights Before Commencement of Business; Certificate of Incorporators

Sec. 1. With the approval in writing of the department, the incorporators named in the articles of incorporation of any corporation organized under the provisions of this article may surrender the certificate of incorporation and all of the corporate rights and franchises of the corporation, at any time within one (1) year from the date of the issuance of the certificate and before the issuance of any of the shares of capital stock of the corporation and before the beginning by it of the business for which it was formed, by presenting to the secretary of state, at his office, accompanied by the fees prescribed by law, a certificate, in triplicate, signed and verified by the joint and several oaths of a majority of the incorporators, in the form prescribed by the secretary of state, showing that no shares of the capital stock of the corporation have been issued and that the amount, if any, actually paid in on the shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto, that such business has not been begun, that no debts remain unpaid, and that they surrender all rights and franchises.
Formerly: Acts 1933, c.40, s.142. As amended by P.L.263-1985, SEC.41.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-2. Authority to Liquidate and Dissolve; Resolution; Submission to Shareholders; Vote Required

Sec. 2. Any bank, trust company, corporate fiduciary, savings bank organized after December 31, 1992, bank of discount and deposit, or savings association may liquidate its affairs and dissolve in the manner prescribed in this chapter. Whenever the board of directors, by a resolution adopted by a majority vote of the members of such board, shall deem it advisable to submit the question of dissolution, or whenever the board of directors shall be requested in writing by the holders of a majority of the outstanding shares of capital stock to submit the question of dissolution, the board of directors shall submit the question of dissolving the corporation to a vote of the shareholders of the corporation entitled to vote at such meeting as may be designated in such request, or, in the absence of such request or of such designation, in such resolution. The designated meeting may be an annual or a special meeting of the shareholders. If the designated meeting is an annual meeting, notice of the question of dissolution shall be included in the notice of the annual meeting. If the designated meeting is a special meeting of the shareholders, such special meeting shall be called by the board of directors, and notice of such meeting shall be given at the time and in the manner provided in IC 28-13-14-6. The dissolution shall be authorized, subject to the provisions of section 3 of this chapter, upon receiving the affirmative votes of the holders of two-thirds (2/3) of the outstanding shares of stock of the corporation unless the corporation is a savings association authorized to dissolve by the provisions of this section, in which case the affirmative votes of the holders of a majority of the outstanding shares of stock shall be sufficient and dissolution shall thereby be authorized.
Formerly: Acts 1933, c.40, s.143. As amended by P.L.263-1985, SEC.42; P.L.14-1992, SEC.77; P.L.122-1994, SEC.78; P.L.262-1995, SEC.27; P.L.79-1998, SEC.42.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-3. Examinations; Departmental Approval of Liquidation

Sec. 3. After the resolution submitting the question of dissolving the corporation shall have been adopted by the board of directors, such resolution shall be submitted to and shall be approved by the department before such resolution is submitted to a vote of the shareholders of such corporation. Upon the filing of such resolution, the department shall cause an examination to be made of the business and affairs of such corporation. If the department shall find, from such examination, that such corporation is solvent or that it has sufficient assets with which to pay all of its depositors and all of its other liabilities, it may enter an order in writing approving the dissolution of such corporation and authorizing the board of directors of such corporation to submit the question of dissolving such corporation to the shareholders, in the manner prescribed in this article. If the department shall find, from such examination, that such corporation is in an unsound or unsafe condition or has otherwise violated the provisions of IC 28-1-3.1-2, it may enter an order, in writing, disapproving of the voluntary dissolution of such corporation, and the department shall thereupon take possession of the business and property of such corporation and proceed to liquidate such corporation in the manner prescribed in and subject to the provisions of IC 28-1-3.1.
Formerly: Acts 1933, c.40, s.144. As amended by P.L.263-1985, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-4. Restrictions on Dividends and Business Pending Payment of Debts and Liabilities

Sec. 4. After the vote of the shareholders shall have been taken, as hereinbefore provided, no dividend or profits shall be paid to the shareholders, nor shall any part of the capital be withdrawn by or paid to the shareholders, in any manner whatsoever, nor shall such corporation transact any business whatsoever except such as may be necessary or incidental to its dissolution, until all of the debts and liabilities of the corporation of every kind are fully paid.
Formerly: Acts 1933, c.40, s.145.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-5. Liquidating Agent; Appointment; Powers

Sec. 5. Upon the authorization of the dissolution by the shareholders, the board of directors, with the approval of the department, shall appoint one (1) or more liquidating agents, and their successors, designated as "agent" in this chapter, to act for and on behalf of the corporation, which agent shall have the power and authority to liquidate such corporation subject to such limitations as may be imposed by the board of directors not inconsistent with the provisions of this article. Such agent shall proceed to:
(a) cause a notice that the corporation is about to be dissolved to be published once in a newspaper of general circulation in the county in which the principal office of the corporation is located;
(b) dispose of all trust property as prescribed in section 7 of this chapter, and all property of the kind described in IC 28-1-3.1-14, in the same manner as a receiver is authorized to dispose of such property;
(c) collect all of the corporate assets and, for that purpose, may bring all actions, in his own name, that are necessary;
(d) enforce and collect, in his own name, the liability imposed by law upon shareholders, in the same manner and to the same extent as a receiver is authorized to enforce and collect such liability upon involuntary liquidation, as provided in IC 28-1-3.1-15;
(e) pay and discharge all of the corporate debts and liabilities in the same manner as is prescribed for a receiver in IC 28-1-3.1-6; and
(f) distribute the remaining corporate assets and property among the shareholders or such other persons as may be designated in the articles of incorporation, according to their respective interests, after the provisions of subdivisions (a) through (e) of this section shall have been fully complied with.
Formerly: Acts 1933, c.40, s.146. As amended by P.L.263-1985, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-6. Liquidating Agent; Authority

Sec. 6. (a) The agent shall have the right and authority to collect all debts, dues, claims, and demands belonging to such corporation, and upon order of the court wherein the statement of all debts and liabilities of such corporation shall have been or may be filed, and upon such terms and conditions as shall be fixed by such court, the agent may:
(1) sell or otherwise dispose of all or any part of the assets and property, including real estate, at public or private sale after notice;
(2) compound all bad or doubtful debts, dues, claims, and demands or sell or otherwise dispose of the same at public or private sale after notice; and
(3) compromise all claims and demands against such corporation.
(b) The agent may prosecute, defend, or participate in any and all actions which were pending against the corporation when he was appointed and may likewise defend any action instituted thereafter. The agent shall, in the name of the corporation and on its behalf, execute, acknowledge, and deliver all deeds, conveyances, assignments, releases, or other instruments necessary and proper to effect any sale, lease, or transfer of real estate or personal property or to carry into effect any power conferred or duty imposed by this article. All such instruments shall be sealed with the corporate seal.
Formerly: Acts 1933, c.40, s.147; Acts 1935, c.5, s.24. As amended by P.L.263-1985, SEC.45.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 9. Voluntary Dissolution of Banks, Trust Companies, and Building and Loan Associations › 28-1-9-7. Trust and Fiduciary Property; Disposition

Sec. 7. If, at the time of liquidation such corporation shall hold any property, real or personal, in trust for any individual or corporation under or by virtue of any trust instrument, the agent shall convey, assign, and deliver such property to the successor trustee named in the trust instrument under which such property is held, or if no successor trustee be named in the trust instrument, to such individual or to a bank or trust company or corporate fiduciary that is qualified to exercise trust powers as may be designated in writing by the beneficiaries of such trust, or if no such designation is made after written notice to the beneficiaries, or if the beneficiaries are otherwise incompetent to designate a successor trustee, then to such individual or to such bank or trust company or corporate fiduciary that is qualified to exercise trust powers as may be appointed by the circuit, probate, or other court having jurisdiction of trusts in the county where the principal office of such corporation is located. No person eighteen (18) years of age or older shall be deemed incompetent by virtue of the person's age to name a successor trustee. If any such corporation, at the time of liquidation, shall be acting as administrator, executor, guardian, receiver or in any other fiduciary capacity under the appointment of any court, the agent shall convey, assign, and deliver all of the property of such trust and all of such trust business, to such individual or to such bank or trust company or corporate fiduciary that is qualified to execute trusts, as may be appointed by the court having jurisdiction of such trust, upon the order and direction of such court.
Formerly: Acts 1933, c.40, s.148; Acts 1973, P.L.280, SEC.2. As amended by P.L.262-1995, SEC.28; P.L.136-2018, SEC.206.