Ind. Code ch. 23-0.6-1

in effect

Ind. Code § 23-0.6-1-1 Short title

Sec. 1. This article may be cited as the Uniform Business Organization Transactions Act. As added by P.L.118-2017, SEC.6.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026