Corporate Appraisal and Dissenters'-Rights Procedure in Indiana

At a glance

Requirements one by one

Two statutes define the available routes

Chapter 44 defines the corporation, dissenter, record holder, beneficial owner, and shareholder. Record status can include a beneficial owner recognized under the referenced recognition/disclosure procedure. Ind. Code §§ 23-1-44-1, 23-1-44-2, and 23-1-44-5 to 23-1-44-7.

The ordinary merger requires shareholder approval and the holder's voting entitlement; the acquired-exchange and outside-course asset-sale triggers also preserve voting conditions. Chapter 44 separately lists control-share approval and benefit-status election, and permits governing records to add rights to voted actions. Section 23-1-44-8(a).

Section 23-0.6-1-8 independently grants rights to an interest holder of a merging, acquired, converting, or domesticating entity if a merger changing that holder's interest would have created rights under the organic law, subject to a permitted governing-record limitation. It also recognizes contractual rights in governing rules, the plan, or corporate governing-person action. Looking only at Chapter 44 would miss this route.

Exclusions and preferred shares

The covered-security exclusion uses the date fixed for notice and voting at the relevant transaction meeting. Preferred-share rights may be limited or eliminated in the articles, but a later restriction does not reach an otherwise eligible action effective within one year for the protected outstanding shares and issuance commitments. Section 23-1-44-8(b)-(c) states no separate preferred voting-group prerequisite.

The asset-sale route excludes court-ordered sales and a cash plan distributing all or substantially all proceeds within one year. Section 23-1-44-8(a)(3). These conditions do not resolve any actual transaction's eligibility.

Owners and represented holdings

A nominee splitting its record position must dissent for all shares beneficially owned by each represented person and supply the owner's name and address in writing. A beneficial owner proceeding directly needs the record holder's written consent by assertion and must include all beneficially owned or vote-directed shares. Section 23-1-44-9.

Notices and no-vote transactions

A meeting notice must state that dissent rights are or may be available. If the action proceeds without a shareholder vote, the corporation notifies all entitled holders in writing and sends the dissenters' notice. Section 23-1-44-10. Consent-related nonvoter/nonconsenter notice is due within 10 days after sufficient consents or authorized tabulation, with the required meeting materials; these notice requirements do not delay effectiveness. Section 23-1-29-4(e)-(g).

The short-form merger provision permits the specified 90%-parent transaction without holder approval and requires a mailed plan or summary unless waived, followed by at least 30 days before filing. Section 23-1-40-4. That mailing alone does not satisfy the separate entitlement conditions in § 23-1-44-8.

Preserving and perfecting dissent

Before a meeting vote, the holder delivers written intent and does not vote its shares in favor. Section 23-1-44-11. Later, the corporation must send its dissenters' notice within 10 days after shareholder approval, or within 10 days after the action when there is no shareholder approval. This clock is not uniformly measured from transaction effectiveness. Section 23-1-44-12.

The notice supplies deposit/delivery instructions, uncertificated-share restriction information, an announcement-date ownership certification form, a chapter copy, and a demand-receipt date 30 to 60 days after notice delivery. The holder demands payment, certifies ownership timing, and deposits required certificates under the notice. Sections 23-1-44-12 and 23-1-44-13.

Payment, after-acquired shares, and objection

Ordinary estimated fair value is due as soon as the action is taken, or upon demand after a completed transaction that did not need holder approval. The payment includes the specified financial statements, value estimate, and supplemental-demand statement. The fiscal-year balance sheet cannot be older than 16 months. Section 23-1-44-15 does not expressly add interest to that initial payment.

The corporation may withhold payment from a holder who did not own beneficially before the announcement date. It then estimates value after action and pays a holder accepting the offer in full satisfaction, with the estimate and supplemental-right statement. Section 23-1-44-17 likewise does not expressly add interest to the offer. The court-judgment rule below is different.

A dissatisfied holder writes its own estimate and demands the difference or rejects the offer. The statute also addresses nonpayment and unreturned certificates or restrictions after 60 days. The objection is waived unless made within 30 days after the corporation made or offered payment. Section 23-1-44-18.

Delay and withdrawal

Failure to act within 60 days after the date set for demand and deposit requires return of certificates and release of restrictions. A later action requires a fresh notice and repeated demand process. Section 23-1-44-16. Chapter 44 does not state a separate unilateral demand-withdrawal procedure; the consent-revocation rule in § 23-1-29-4(c) addresses a different act.

Court and interest

The corporation has 60 days after an unsettled demand to petition the circuit or superior court or pay the demanded amount. Venue is the principal-office county or, if none in Indiana, the registered-office county, with a separate foreign-corporation fallback. All unsettled dissenters must be parties and receive the petition. Section 23-1-44-19(a)-(c).

The court has exclusive and plenary jurisdiction, can appoint appraisers, and allows ordinary civil discovery. The judgment expressly includes interest on the statutory deficiency or after-acquired-share award. Sections 23-1-44-19(d)-(e) and 23-1-44-4. Interest runs from effectiveness to payment at the corporation's average principal-bank-loan rate, or a fair and equitable rate if none.

Costs are allocated as the court finds equitable, without a corporate-default cost rule. Counsel/expert fees can shift for corporate noncompliance or either side's arbitrary, vexatious, or bad-faith conduct. Section 23-1-44-20(a)-(b).

Value and challenge limits

Fair value is measured immediately before effectuation, excluding anticipated transaction effects unless exclusion would be inequitable. Section 23-1-44-3. The challenge bar also reaches holders who would have rights but for the covered-security exclusion. Its express nonunanimous-consent exception uses both a less-than-10-day notice condition and a challenge commenced within 10 days after effective notice. Section 23-1-44-8(d)-(e). This page does not value a holding or advise a challenge.

What trips people up

Missing the demand or required deposit deadline has two stated consequences: no payment under the chapter, and the shares are considered voted in favor of the action for purposes of the article. Section 23-1-44-13(c).

Common questions

Can uncertificated shares be restricted against transfer? Yes, from the demand until action or release under the delay rule. Other share rights continue until the action cancels or modifies them. Section 23-1-44-14.

Can common-benefit counsel be paid from other holders' awards? The court may use benefiting dissenters' awards when counsel's services substantially benefited them and the corporation should not bear those fees. Section 23-1-44-20(c).

Statutes and sources

• Ind. Code § 23-1-44-1 — official text (accessed September 5, 2026).

Sec. 1. As used in this chapter, "corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

• Ind. Code § 23-1-44-2 — official text (accessed September 5, 2026).

Sec. 2. As used in this chapter, "dissenter" means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter.

• Ind. Code § 23-1-44-3 — official text (accessed September 5, 2026).

Sec. 3. As used in this chapter, "fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

• Ind. Code § 23-1-44-4 — official text (accessed September 5, 2026).

Sec. 4. As used in this chapter, "interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

• Ind. Code § 23-1-44-4.5 — official text (accessed September 5, 2026).

Sec. 4.5. As used in this chapter, "preferred shares" means a class or series of shares in which the holders of the shares have preference over any other class or series with respect to distributions.

• Ind. Code § 23-1-44-5 — official text (accessed September 5, 2026).

Sec. 5. As used in this chapter, "record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent that treatment as a record shareholder is provided under a recognition procedure or a disclosure procedure established under IC 23-1-30-4.

• Ind. Code § 23-1-44-6 — official text (accessed September 5, 2026).

Sec. 6. As used in this chapter, "beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.

• Ind. Code § 23-1-44-7 — official text (accessed September 5, 2026).

Sec. 7. As used in this chapter, "shareholder" means the record shareholder or the beneficial shareholder.

• Ind. Code § 23-1-44-8 — official text (accessed September 5, 2026).

Sec. 8. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party if: (A) shareholder approval is required for the merger by IC 23-1-40, IC 23-0.6-1-7, or the articles of incorporation; and (B) the shareholder is entitled to vote on the merger. (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan. (3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale. (4) The approval of a control share acquisition under IC 23-1-42. (5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares. (6) Election to become a benefit corporation under IC 23-1.3-3-2. (b) This section does not apply to the holders of shares of any class or series if, on the date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders at which the merger, plan of share exchange, or sale or exchange of property is to be acted on, the shares of that class or series were a covered security under Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act of 1933, as amended. (c) The articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate the right to dissent and obtain payment for any class or series of preferred shares. However, any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates the right to dissent and obtain payment for any shares: (1) that are outstanding immediately before the effective date of the amendment; or (2) that the corporation is or may be required to issue or sell after the effective date of the amendment under any exchange or other right existing immediately before the effective date of the amendment; does not apply to any corporate action that becomes effective within one (1) year of the

effective date of the amendment if the action would otherwise afford the right to dissent and obtain payment. (d) A shareholder: (1) who is entitled to dissent and obtain payment for the shareholder's shares under this chapter; or (2) who would be so entitled to dissent and obtain payment but for the provisions of subsection (b); may not challenge the corporate action creating (or that, but for the provisions of subsection (b), would have created) the shareholder's entitlement. (e) Subsection (d) does not apply to a corporate action that was approved by less than unanimous consent of the voting shareholders under IC 23-1-29-4 if both of the following apply: (1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected. (2) The proceeding challenging the corporate action is commenced not later than ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

• Ind. Code § 23-1-44-9 — official text (accessed September 5, 2026).

Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters' rights as to shares held on the shareholder's behalf only if: (1) the beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) the beneficial shareholder does so with respect to all the beneficial shareholder's shares or those shares over which the beneficial shareholder has power to direct the vote.

• Ind. Code § 23-1-44-10 — official text (accessed September 5, 2026).

Sec. 10. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter. (b) If corporate action creating dissenters' rights under section 8 of this chapter is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 12 of this chapter.

• Ind. Code § 23-1-44-11 — official text (accessed September 5, 2026).

Sec. 11. (a) If proposed corporate action creating dissenters' rights under section 8 of this

chapter is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights: (1) must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated; and (2) must not vote the shareholder's shares in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for the shareholder's shares under this chapter.

• Ind. Code § 23-1-44-12 — official text (accessed September 5, 2026).

Sec. 12. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 11 of this chapter. (b) The dissenters' notice must be sent no later than ten (10) days after approval by the shareholders, or if corporate action is taken without approval by the shareholders, then ten (10) days after the corporate action was taken. The dissenters' notice must: (1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited; (2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date; (4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and (5) be accompanied by a copy of this chapter.

• Ind. Code § 23-1-44-13 — official text (accessed September 5, 2026).

Sec. 13. (a) A shareholder sent a dissenters' notice described in IC 23-1-42-11 or in section 12 of this chapter must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice under section 12(b)(3) of this chapter, and deposit the shareholder's certificates in accordance with the terms of the notice. (b) The shareholder who demands payment and deposits the shareholder's shares under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. (c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter and is considered, for purposes of this article, to have voted the shareholder's shares in favor of the proposed corporate action.

• Ind. Code § 23-1-44-14 — official text (accessed September 5, 2026).

Sec. 14. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 16 of this chapter. (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of

the proposed corporate action.

• Ind. Code § 23-1-44-15 — official text (accessed September 5, 2026).

Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the amount the corporation estimates to be the fair value of the dissenter's shares. (b) The payment must be accompanied by: (1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) a statement of the corporation's estimate of the fair value of the shares; and (3) a statement of the dissenter's right to demand payment under section 18 of this chapter.

• Ind. Code § 23-1-44-16 — official text (accessed September 5, 2026).

Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 12 of this chapter and repeat the payment demand procedure.

• Ind. Code § 23-1-44-17 — official text (accessed September 5, 2026).

Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action. (b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenter's right to demand payment under section 18 of this chapter.

• Ind. Code § 23-1-44-18 — official text (accessed September 5, 2026).

Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the dissenter's estimate (less any payment under section 15 of this chapter), or reject the corporation's offer under section 17 of this chapter and demand payment of the fair value of the dissenter's shares, if: (1) the dissenter believes that the amount paid under section 15 of this chapter or offered under section 17 of this chapter is less than the fair value of the dissenter's shares;

(2) the corporation fails to make payment under section 15 of this chapter within sixty (60) days after the date set for demanding payment; or (3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment. (b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within thirty (30) days after the corporation made or offered payment for the dissenter's shares.

• Ind. Code § 23-1-44-19 — official text (accessed September 5, 2026).

Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The corporation shall commence the proceeding in the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located. If the corporation is a foreign corporation without a registered office in Indiana, it shall commence the proceeding in the county in Indiana where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located. (c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (e) Each dissenter made a party to the proceeding is entitled to judgment: (1) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation; or (2) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under section 17 of this chapter.

• Ind. Code § 23-1-44-20 — official text (accessed September 5, 2026).

Sec. 20. (a) The court in an appraisal proceeding commenced under section 19 of this chapter shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against such parties and in such amounts as the court finds equitable. (b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 10 through 18 of this chapter; or (2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not

be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

• Ind. Code § 23-0.6-1-8 — official text (accessed September 5, 2026).

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.

• Ind. Code § 23-1-40-4 — official text (accessed September 5, 2026).

Sec. 4. (a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary and the parent corporation without approval of the shareholders of the parent or subsidiary. (b) If the parent corporation will be the surviving corporation, the board of directors of the parent shall adopt a plan of merger that sets forth: (1) the names of the parent and subsidiary; and (2) the manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or in part. (c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing. (d) The parent may not deliver articles of merger to the secretary of state for filing until at least thirty (30) days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement. (e) The articles of incorporation of the parent corporation that are in effect immediately before the effective date of the merger constitute the articles of incorporation of the surviving corporation, and articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in IC 23-1-38-2). If the subsidiary is a domestic corporation and will be the surviving corporation of a merger with a parent that is a foreign corporation, the articles of incorporation of the parent corporation that will be inherited by the subsidiary upon the effective date of the merger shall be delivered to the secretary of state for filing together with the articles of merger to be delivered for filing under section 5(a) of this chapter. (f) If the parent corporation will not be the surviving corporation, the board of directors of the parent shall adopt a plan of merger that sets forth: (1) the names of the parent and subsidiary; and (2) the manner and basis of converting the shares of the parent into shares of the surviving corporation. (g) A plan adopted under subsection (f) must ensure that each shareholder of the parent corporation whose shares were outstanding immediately before the effective date of the merger will hold the same proportionate number of shares relative to the number of shares held by all such shareholders (except for shares of the surviving corporation received solely as a result of the shareholder's proportionate shareholdings in any other corporations besides the parent which are parties to the merger), with identical designations, preferences, limitations, and relative rights, of the surviving corporation immediately after that effective date. If the plan provides that the shareholders of the subsidiary (other than the parent) will not be shareholders of the surviving corporation immediately after that effective date, the plan must also set forth the manner and basis of converting the shares of the subsidiary held by such shareholders into obligations or other securities of the surviving corporation or shares, obligations, or other securities of any other corporation or into cash or other property in whole or in part.

• Ind. Code § 23-1-29-4 — official text (accessed September 5, 2026).

Sec. 4. (a) Action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, bearing the date of signature, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) This subsection does not apply to a corporation that has a class of voting shares registered with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934. Unless otherwise provided in the articles of incorporation, any action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action taken are signed by the holders of outstanding shares having at least the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (c) If not otherwise fixed under section 7 of this chapter, and if prior board action is not required with respect to the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting is the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 7 of this chapter, and if prior board action is required with respect to the action to be taken without a meeting, the record date is the close of business on the day the resolution of the board taking the prior action is adopted. A written consent to take a corporate action is not valid unless, not later than sixty (60) days after the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action are delivered to the corporation. (d) A consent signed in accordance with this section has the effect of a vote taken at a meeting and may be described as a vote in any document. Unless the: (1) consent specifies a different prior or subsequent effective date; or (2) articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents; the action taken by written consent is effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation. (e) If this article requires that notice of a proposed action be given to nonvoting

shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten (10) days after: (1) written consents sufficient to take the action have been delivered to the corporation; or (2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action. (f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after: (1) written consents sufficient to take the action have been delivered to the corporation; or (2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to voting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action. (g) The notice requirements of subsections (e) and (f) do not delay the effectiveness of actions taken by written consent, and a failure to comply with the notice requirements does not invalidate actions taken by written consent. However, this subsection does not limit the power of a court to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give timely notice. (h) An electronic transmission may be used to consent to an action if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent, or the shareholder's attorney in fact. (i) Unless otherwise determined by a resolution of the board, delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office.