LLC Merger Approval and Filing Requirements in Indiana

Short answer Indiana repealed the LLC act's own merger chapter, so the answer starts somewhere unexpected. Ind. Code § 23-18-7 now reads only Repealed, and every Indiana LLC merger runs on IC 23-0.6, the Uniform Business Organization Transactions Act, while business corporations are sent to IC 23-1-40 and nonprofit corporations to IC 23-17-19 by § 23-0.6-2-1. An LLC may merge with domestic or foreign entities of any type on the list in § 23-0.5-1.5-8, the plan must contain the seven items in § 23-0.6-2-2, and articles of merger signed by each merging entity go to the secretary of state for seventy-five dollars filed electronically or ninety dollars on paper under § 23-0.5-9-45. The approval rule is the hard part. Section 23-0.6-2-3 routes the vote to the entity's organic law and organic rules, but the repeal left the LLC act with no merger vote, so the statute's own fallback of approval by all the interest holders entitled to vote can be read to apply, even though § 23-18-4-3 still supplies a general majority in interest default. Put the threshold in the operating agreement. There is no statutory appraisal remedy for an Indiana LLC member, because § 23-0.6-1-8 grants appraisal only where the entity's organic law already would have and IC 23-18 grants none, and in a company formed after June 30, 1999, § 23-18-6-6.1 bars a member from withdrawing before dissolution unless the operating agreement allows it.

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Indiana

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September 11, 2026

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At a glance

Governing law, route name, and transaction scope	The governing chapter is IC 23-0.6-2, part of the Uniform Business Organization Transactions Act, and it got there by repeal. Ind. Code § 23-18-7, the chapter of the LLC act that once carried mergers, now consists of the single line Repealed, struck by P.L.118-2017. Section 23-0.6-2-1 states the resulting scope: one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and two or more foreign entities may merge into a domestic entity. Two classes are routed back out. A merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter, and a merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-19 and not this chapter. Section 23-0.6-1.5-17 defines merger narrowly as a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state, so a combination that never reaches the secretary of state is not a merger under this chapter. Section 23-18-13-2 closes the loop for drafters: every reference to the LLC act in articles of organization, an operating agreement, or other internal rules is considered a reference to IC 23-0.5 and IC 23-0.6 as well, so an operating agreement written before 2017 that points at the old merger chapter now points here.
Eligible domestic, foreign, and other-form constituents and survivors	The chapter is cross-type by design, and the reach of the word entity is what sets the limits. Section 23-0.5-1.5-8 defines entity as a business corporation, a nonprofit corporation, a general partnership including a limited liability partnership, a limited partnership, or a limited liability company, and expressly excludes an individual, a business trust, a donative or charitable trust, a decedent's estate, and a government or governmental subdivision. So an LLC may merge with a corporation, a partnership of either kind, or another LLC, but not with a trust or an estate. Section 23-0.5-1.5-20 defines limited liability company to include a domestic LLC formed under or subject to IC 23-18, a domestic series LLC formed under or subject to IC 23-18.1, and foreign LLCs and foreign series LLCs, so series entities are inside the regime. Foreign participation has one condition. Section 23-0.6-2-1 permits a foreign entity to be a party to the merger or the surviving entity if the merger is authorized by the law of the foreign entity's jurisdiction of formation, and § 23-0.6-2-3 adds that a merger involving a foreign merging entity is not effective unless the foreign entity approved it in accordance with that same law. Indiana does not second-guess the foreign vote; it requires that the foreign vote happened.
Plan of merger contents, consideration, and survivor governing documents	Section 23-0.6-2-2 requires a plan of merger in a record and lists seven contents. The plan must give the name, jurisdiction of formation, and type of each merging entity and of the survivor; the manner of converting the interests in each merging entity; any proposed amendments to the survivor's public organic record and to its private organic rules that are or are proposed to be in a record; any other terms and conditions; and any provision required by the law of a merging entity's jurisdiction of formation or by its organic rules. Two entity-specific items follow: if a partnership survives, the names and business addresses of its general partners, and if a limited liability company survives and its management is vested in one or more managers, the names and business addresses of the managers. Consideration is written broadly. Interests may be converted into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of those, so cash-out and mixed consideration are both available. Section 23-0.5-1.5-33 identifies the public organic record of an LLC as its articles of organization and § 23-0.5-1.5-30 identifies the private organic rules as its operating agreement, which is how the plan reaches both documents at once.
Member approval threshold, operating-agreement control, and other constituents' approvals	This is where Indiana is genuinely unsettled, and a drafter should treat it as a trap. Section 23-0.6-2-3 says a plan of merger is not effective unless it has been approved by a domestic merging entity in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger, or 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. For an LLC the organic law is IC 23-18, and the repeal of Ind. Code § 23-18-7 left the LLC act with no merger-approval provision, which is the reading on which the all-interest- holders fallback bites. Pulling the other way, § 23-18-4-3 still provides that unless the articles provide for a manager or managers, and except as otherwise provided in a written operating agreement, the affirmative vote, approval, or consent of a majority in interest of the members decides a matter connected with the business or affairs of the LLC, and § 23-18-1-13 defines majority in interest as the members who made more than fifty percent of the agreed value of the total contributions. Indiana has not resolved which governs a silent operating agreement. Section 23-0.6-1-7 is the reliable exit: approval by the unanimous vote or consent of the interest holders satisfies the article's requirements unless the organic law or organic rules say otherwise. Because organic rules control under the first branch, a merger clause in the operating agreement both fixes the threshold and removes the ambiguity. A third consent can also exist by contract: § 23-18-4-4 lets a written operating agreement provide that one or more persons who are not members or managers have the right to approve or disapprove specified actions, and merger is one of the listed examples, while such a person gains no general right to vote on other matters. A lender or preferred investor holding that veto has to be counted in the approval plan even though it is not a member.
Meeting notice, written consent, waiver, and new-personal-liability consent	IC 23-0.6 prescribes no meeting, no notice period, and no written-consent procedure for the merger vote. Section 23-0.6-1.5-4 instead defines approve as taking whatever steps are necessary under the entity's organic rules, organic law, and other law to propose the transaction, to adopt and approve its terms and conditions, and to conduct any required proceedings or otherwise obtain any required votes or consents, so the mechanics come from the operating agreement. One consent is mandatory and cannot be supplied casually. Section 23-0.6-2-3 requires approval in a record by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities incurred after the merger becomes effective. Section 23-0.6-1.5-16 defines interest holder liability as personal liability imposed solely by reason of interest holder status or by organic rules making specified interest holders liable, plus any obligation under the organic rules to contribute to the entity. The escape is narrow and itself demands a record: the organic rules must provide in a record for approval by fewer than all the interest holders, and the holder must have consented in a record to or voted for that provision or become a holder after its adoption. That matters in Indiana because § 23-18-1-16 lets an operating agreement be oral. An oral operating agreement cannot carry the escape, so in an oral- agreement LLC every member who would pick up post-merger personal liability must sign.
Merger filing contents, signers, companion filings, and filing offices	The filing is articles of merger, defined by § 23-0.6-1.5-8 as the filing required by § 23-0.6-2-5, and that section requires it to be signed by each merging entity and delivered to the secretary of state. Contents are the name, jurisdiction of formation, and type of each non-surviving merging entity and of the survivor; a later effective date and time if the filing is not effective on filing; a statement that the merger was approved by each domestic merging entity in accordance with the chapter and by each foreign merging entity under its own law; any amendment to the survivor's public organic record if the survivor is a domestic filing entity; and a mailing address for service if the survivor is a foreign entity that is not a registered foreign entity. An e-mail address for service may be added. A useful shortcut sits in the same section: a signed plan of merger that contains the required contents may be delivered for filing instead of articles of merger and on filing has the same effect. On signatures, § 23-0.5-2-1 requires the filing to be signed by or on behalf of a person authorized to sign and to state the name and capacity of each individual who signed, but no seal, attestation, acknowledgment, or verification is needed; § 23-0.5-2-9 permits an agent to sign, treats a facsimile signature as sufficient, and makes knowingly signing a materially false filing a Class A misdemeanor. The office is the Business Services Division of the secretary of state, on paper at 302 West Washington Street, Room E018, Indianapolis, or electronically through INBiz. The prescribed form is State Form 56363, revision R7 of January 2026, Articles of Merger. Section 23-0.5-2-2 makes secretary of state forms optional except for a cover sheet and the biennial report. Fees under § 23-0.5-9-45 are seventy-five dollars electronically and ninety dollars otherwise for a for-profit entity.
Effective time, delayed date, plan amendment, abandonment, and correction	Articles of merger are effective on filing unless they specify a later date and time, which under § 23-0.6-2-5 may not be more than ninety days after the date of filing. Section 23-0.5-2-3 fills in the general rules: an entity filing is effective on the date and at the time of filing, or at a later time specified in the filing, or at a permitted delayed effective date and time no more than ninety days out, and if a delayed date is given with no time, at one minute past midnight on that date. Where the survivor is a foreign entity, § 23-0.6-2-5 makes the merger effective on the later of the date under the survivor's organic law or the effective date of the articles. Amendment and abandonment are in § 23-0.6-2-4. The plan may be amended only with the consent of each party unless the plan says otherwise, an amendment is approved as the plan was, and an interest holder entitled to vote may vote on an amendment that changes the consideration, the survivor's organic documents, or any other term if the change would adversely affect that holder in any material respect. Abandonment follows the plan, and unless the plan prohibits it a domestic merging entity may abandon in the same manner the plan was approved. If the abandonment comes after articles of merger were delivered, articles of abandonment signed by a party must be delivered before the articles of merger take effect, naming each party, the date the articles of merger were filed, and the fact of abandonment, at twenty dollars electronically or thirty dollars otherwise under § 23-0.5-9-46. Mistakes are fixed by articles of correction under § 23-0.5-2-5, which may not state a delayed effective date and which relate back to the corrected filing except against a person who relied on the uncorrected record and is adversely affected.
Survivor existence, property, debts, proceedings, records, and registrations	Section 23-0.6-2-6 states the consequences and they are automatic. The surviving entity continues, each non-surviving merging entity ceases to exist, and all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment, so no deed or assignment is needed. All debts, obligations, and other liabilities of each merging entity become the survivor's, and all rights, privileges, immunities, powers, and purposes vest in it. A pending civil, criminal, administrative, or arbitration proceeding continues, and the survivor's name may be substituted for a party that ceased to exist. The survivor's public organic record is amended as provided in the articles of merger and its private organic rules as provided in the plan. Interests are converted as the plan provides and their holders are entitled only to the rights the plan gives them plus any appraisal rights under § 23-0.6-1-8. The section adds that the merger does not give rise to any rights that an interest holder or creditor would have on a dissolution, liquidation, or winding up. Registration effects run both ways: the Indiana registration of any foreign merging entity that is not the survivor is canceled, while under § 23-0.5-5-10 a notice of merger or conversion transfers a registered foreign entity's authority to do business without interruption to the entity into which it merged.
Appraisal or dissent, creditor protection, and foreign-survivor service	An Indiana LLC member has no statutory appraisal or dissent remedy on a merger, and the reason is structural. Section 23-0.6-1-8 grants appraisal rights to an interest holder of a domestic merging entity only if that holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the holder's interest was changed, converted, or exchanged. For an LLC the organic law is IC 23-18, and nothing in it gives a member a dissent or appraisal right on a merger. The words do appear in that article, but doing other work: § 23-18-5-2 offers appraisal as one way to value a defaulting member's interest among the remedies for failing to make a capital contribution, and § 23-18-5-5 and § 23-18-5-5.1 give fair value on dissociation rather than on a merger, and then only unless otherwise provided in the operating agreement. Walking away is not an answer either in a modern company. Under § 23-18-6-6.1, in an LLC formed after June 30, 1999, a member may not withdraw before the dissolution and winding up of the company unless a written operating agreement provides otherwise, and may withdraw only at the time or on the events the operating agreement specifies. Only in a company existing on or before June 30, 1999, does § 23-18-6-6 let a member withdraw at any time on thirty days written notice unless a written operating agreement removes that power. What is left is contract: § 23-0.6-1-8 entitles a holder to contractual appraisal rights to the extent provided in the entity's organic rules or in the plan of merger, and where the organic law supplies no procedure, IC 23-1-44 applies to the extent practicable. Creditors get no vote and no consent right; their protection is that liabilities follow the survivor under § 23-0.6-2-6, which also provides that a foreign surviving entity may be served with process in Indiana for the collection and enforcement of debts, obligations, or other liabilities of a domestic merging entity. Section 23-0.6-2-5 backs that up by requiring an unregistered foreign survivor to give a mailing address for service in the articles of merger.
Short-form and other statutory routes and special-entity boundaries	Indiana has no short-form or parent-subsidiary merger for LLCs. Chapter 23-0.6-2 contains six sections and none of them sets an ownership percentage that lets a parent absorb a subsidiary without an interest holder vote, so even a wholly owned LLC subsidiary is merged by plan, approval, and articles. Alternatives sit outside the chapter rather than inside it. Section 23-0.6-1-5 provides that the fact that a transaction under the article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law, which leaves asset purchases, dissolution and distribution, and the article's own interest exchange, conversion, and domestication chapters available. Section 23-0.6-1-7 supplies the unanimity shortcut rather than a separate route. The boundaries are three. Business corporations and nonprofit corporations are routed to their own merger statutes by § 23-0.6-2-1. Trusts, estates, individuals, and governments are outside the definition of entity in § 23-0.5-1.5-8 and cannot be constituents. And § 23-0.6-1-3 preserves restrictions on the diversion of charitable assets, while § 23-0.6-1-2 preserves Indiana's change-in-control, takeover, business combination, and control-share acquisition law, so a merger that clears IC 23-0.6 may still have to clear those. Section 23-0.6-6-1 directs that the article be construed to promote consistency with other states that enact it.

Indiana is unusual, and you have to know why before you can find the law. The LLC act once carried its own merger chapter, and that chapter is gone: IC 23-18-7 now reads Chapter 7. Repealed, struck out by P.L.118-2017, SEC.105. In its place the General Assembly enacted the Uniform Business Organizations Transactions Act as IC 23-0.6, together with a shared filing article at IC 23-0.5, and pointed every non-corporate merger there. So an Indiana LLC merger is governed by an article that never mentions LLCs by name more than a handful of times, while the act that created your company supplies the definitions and the voting default. Section 23-18-13-2 stitches the two together by deeming every reference to the LLC act in your articles of organization or operating agreement to include IC 23-0.5 and IC 23-0.6 as well, which rescues merger clauses drafted before 2017.

Requirements one by one

Which chapter governs your merger

Start by checking that you are in the right chapter at all, because Indiana splits mergers three ways by entity type. Section 23-0.6-2-1 provides that a merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter, and that a merger involving nonprofit corporations is governed by IC 23-17-19. What is left for IC 23-0.6-2 is everything else, including every merger with an LLC on either side. A mixed deal that puts an LLC together with a business corporation stays in IC 23-0.6-2, because the corporate carve-out is written for mergers between or among corporations rather than for any merger a corporation happens to join. Section 23-0.5-1.5-20 makes the LLC definition broad enough to cover domestic and foreign companies and series companies alike, so a series LLC does not need a separate route. Two more provisions set the interpretive frame: § 23-0.6-6-1 directs that the article be construed to promote consistency among the states that enact the uniform act, and § 23-0.6-1-2 supplements it with the principles of law and equity while preserving Indiana's control-share and business-combination rules.

Who can merge with whom

Section 23-0.6-2-1 is permissive about constituents. One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and two or more foreign entities may merge into a domestic entity. Cross-type combinations are allowed on the face of the statute, because the operative word throughout is entity rather than company, and § 23-0.5-1.5-8 defines entity to include business corporations, nonprofit corporations, general and limited partnerships, and limited liability companies. The same definition excludes individuals, business trusts, charitable trusts, decedents estates and governmental bodies, so those cannot be constituents at all. A foreign constituent carries one extra condition: under § 23-0.6-2-1 a foreign entity may participate or survive only if the merger is authorized by the law of its own jurisdiction of formation, which means someone has to read the other state's statute before you file in Indiana. Section 23-0.6-1-3 adds that a company needing a governmental approval to merge still needs it, and that property held for a charitable purpose cannot be diverted by the transaction.

The plan of merger

Section 23-0.6-2-2 requires a plan, requires it to be in a record, and lists what it must contain: each merging entity's name, jurisdiction of formation and type; the manner of converting the interests in each party; any proposed amendments to the survivor's public organic record and to its private organic rules that are in a record; the other terms and conditions; and anything else required by another constituent's law or organic rules. Two items are easy to miss. If a partnership survives, the plan names the general partners. If an LLC survives and is manager-managed, the plan must give the names and business addresses of the managers. Consideration is deliberately open: interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination. For an LLC the survivor's public organic record is its articles of organization and its private organic rules are its operating agreement, which § 23-0.5-1.5-33 and § 23-0.5-1.5-30 spell out, so amendments to either belong in the plan rather than in a separate document adopted afterwards.

Getting the members to approve

This is where Indiana's repeal bites, and where honest practice means naming an ambiguity rather than papering over it. Section 23-0.6-2-3 says a plan is not effective unless approved by a domestic merging entity in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger, or, if neither its organic law nor its organic rules provide for approval of the merger, by all the interest holders entitled to vote on or consent to any matter. For an Indiana LLC the organic law is IC 23-18, and since the repeal that act contains no merger vote at all. Whether the general voting default in § 23-18-4-3, a majority in interest of the members, counts as organic-law provision for approval of a merger, or whether its silence about mergers triggers the all-members fallback, is a question the statutes do not settle. Section 23-18-1-13 measures a majority in interest by capital rather than headcount: members who have made more than fifty percent of the agreed value of total contributions, as stated in the company's records, net of contributions returned. There are two clean ways out. Put an express merger threshold in the operating agreement, which makes the first branch apply on its own terms; or obtain unanimity, which § 23-0.6-1-7 confirms satisfies the article's approval requirement however the branches are read. A second consent is mandatory and independent of all this: under § 23-0.6-2-3 each interest holder who will have interest holder liability for obligations incurred after the merger must consent in a record, and § 23-0.6-1.5-16 defines that liability to include both status-based personal liability and an obligation to contribute to the entity. A third consent can exist by contract, because § 23-18-4-4 lets a written operating agreement give a non-member the right to approve or disapprove a merger.

Filing the articles of merger

Section 23-0.6-2-5 requires articles of merger signed by each merging entity and delivered to the secretary of state. The contents include the names of the parties and the survivor, a delayed effective date and time if the articles are not to be effective on filing, a statement that each domestic entity approved the plan as this chapter requires and each foreign entity as its own law requires, any amendment to the survivor's public organic record, and a mailing address for service if the survivor is a foreign entity not registered in Indiana. The delayed date may not be more than ninety days after filing, a cap § 23-0.5-2-3 repeats for filings generally. Two practical points sit in the same section. A signed plan of merger that contains everything the articles must contain may be filed instead of articles and has the same effect. And recording a copy with a county recorder is optional: a failure to record does not affect the validity of the merger or the change in corporate name. Form use is not mandatory under § 23-0.5-2-2, though Indiana publishes State Form 56363 and the online system is built around it. Signing is done under the criminal penalty in § 23-0.5-2-9, and § 23-0.5-2-1 wants each signer's capacity stated while excusing any seal or acknowledgment. Fees under § 23-0.5-9-45 are seventy-five dollars to file electronically and ninety dollars otherwise for a for-profit entity.

What the merger does, and what it does not do

Section 23-0.6-2-6 supplies the effects. The survivor continues, each other merging entity ceases to exist, and all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment, which is the provision that spares you from assigning assets one by one. Debts, obligations and liabilities become the survivor's, pending proceedings continue with the survivor substituted, and interests convert as the plan provides. A foreign survivor may be served with process in Indiana for the collection and enforcement of a domestic merging entity's liabilities, and the Indiana registration of a foreign merging entity that does not survive is cancelled automatically. If a registered foreign entity merges away, § 23-0.5-5-10 requires a notice of merger or conversion so that its registration transfers without interruption to the survivor, and the state form for that notice asks for a certificate of existence from the home jurisdiction. Before the articles take effect you can still change course: § 23-0.6-2-4 lets the parties amend by consent and lets a domestic entity abandon the plan in the same manner it was approved, with articles of abandonment filed before the articles of merger take effect, at twenty dollars electronically or thirty dollars on paper under § 23-0.5-9-46. After filing, § 23-0.5-2-5 supplies articles of correction for an inaccurate or defectively signed record. Finally, § 23-0.6-1-5 confirms that none of this is exclusive: the fact that a transaction under the article produces a result does not preclude reaching the same result in any other lawful way.

Statutes and sources

Ind. Code § 23-0.5-1.5-8 Defines the universe of entities that can use the transactions article. A limited liability company is on the list, which is why an LLC merger runs through this machinery at all. Individuals, business trusts, charitable trusts, decedents estates and governmental bodies are excluded, so none of them can be a constituent. Accessed September 11, 2026.
Ind. Code § 23-0.5-1.5-20 Sweeps ordinary LLCs, series LLCs and their foreign counterparts into one defined term, so the merger chapter treats all four alike and a foreign LLC needs no separate authorisation to be a constituent. Accessed September 11, 2026.
Ind. Code § 23-0.5-1.5-30 The operating agreement is an LLC's private organic rules. Every time the merger chapter defers to organic rules it is deferring to the operating agreement, and it does so whether or not that agreement is written down. Accessed September 11, 2026.
Ind. Code § 23-0.5-1.5-33 The articles of organization are an LLC's public organic record. That matters twice over: amendments to the survivor's public organic record ride along in the plan and in the articles of merger. Accessed September 11, 2026.
Ind. Code § 23-0.5-2-1 General filing requirements applicable to the articles of merger. Signature plus a stated capacity is the test, and the section adds that a filing need not contain a seal, attestation, acknowledgment, or verification. Accessed September 11, 2026.
Ind. Code § 23-0.5-2-2 Form use is permissive. Indiana publishes an articles of merger form and in practice the online filing system walks you through it, but a conforming record of your own drafting must be accepted. Accessed September 11, 2026.
Ind. Code § 23-0.5-2-3 The general effective-time rule. Filings take effect when filed unless a later time or a delayed date is specified, and the ninety-day outer limit here matches the one stated in the merger filing section itself. Accessed September 11, 2026.
Ind. Code § 23-0.5-2-5 Articles of correction fix an inaccurate or defectively signed filing. They relate back to the effective date of the record corrected, except against a person who relied on the uncorrected filing and is adversely affected by the correction. Accessed September 11, 2026.
Ind. Code § 23-0.5-2-9 Signing the articles of merger is done under criminal penalty, and the state form restates that by taking the signature subject to penalties of perjury. Facsimile and electronic signatures are sufficient. Accessed September 11, 2026.
Ind. Code § 23-0.5-5-10 The registration clean-up filing. When a foreign entity registered in Indiana merges away, this notice moves its registration to the survivor without a gap, which is why it exists as a separate filing from the articles of merger. Accessed September 11, 2026.
Ind. Code § 23-0.5-9-45 Articles of merger fees. Filing online is cheaper than filing on paper, and the published state form quotes the paper figure. Accessed September 11, 2026.
Ind. Code § 23-0.5-9-46 Articles of abandonment carry their own fee, which confirms abandonment is a real filing and not merely a decision recorded in the minute book. Accessed September 11, 2026.
Ind. Code § 23-0.6-1-2 Supplementary principles, plus a saving clause for Indiana's control-share and business-combination statutes. Those provisions bite on corporations rather than LLCs, but the clause is why a merger cannot be used to sidestep them. Accessed September 11, 2026.
Ind. Code § 23-0.6-1-3 Regulatory consents and charitable-asset protection carry over. If your company holds property dedicated to a charitable purpose, or needs an agency approval to merge, the merger chapter does not dissolve either requirement. Accessed September 11, 2026.
Ind. Code § 23-0.6-1-5 The nonexclusivity clause. A statutory merger is one route to combining two companies, never the only one, so an asset purchase or an interest purchase reaching the same end is equally lawful. Accessed September 11, 2026.
Ind. Code § 23-0.6-1-7 The unanimity safe harbour, and the practical answer to Indiana's approval ambiguity. Get every member to sign and the approval requirement is satisfied however the competing threshold provisions are read. Accessed September 11, 2026.
Ind. Code § 23-0.6-1-8 The appraisal provision, and the one that comes up empty for an LLC. It grants only what the organic law already grants, and the LLC act grants nothing, so an Indiana LLC member's only appraisal right is the one the operating agreement or the plan creates. Accessed September 11, 2026.
Ind. Code § 23-0.6-1.5-4 Approval is defined as a process, not a single vote. Proposing the transaction, adopting its terms, and running whatever proceedings the operating agreement calls for are all part of approving it. Accessed September 11, 2026.
Ind. Code § 23-0.6-1.5-8 Names the filing. Indiana calls the merger document articles of merger, not a certificate of merger, and the state form uses the same label. Accessed September 11, 2026.
Ind. Code § 23-0.6-1.5-16 Defines the liability exposure that triggers the second, individual consent requirement in the approval section. It covers both status-based personal liability and a contractual obligation to contribute capital. Accessed September 11, 2026.
Ind. Code § 23-0.6-1.5-17 Defines merger by its filing. A combination that never reaches the secretary of state is something else, whatever the parties call it. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-1 The scope provision, and the one that routes you to the right chapter. Cross-type and cross-border mergers are permitted, but an all-corporate merger belongs to IC 23-1-40 and one involving nonprofit corporations to IC 23-17-19. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-2 Mandatory plan contents. Consideration is wide open, and an LLC survivor that is manager-managed has to name its managers and give their business addresses in the plan itself. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-3 The approval section, and the hardest provision in the Indiana scheme to read. Its first branch sends you to the operating agreement and the LLC act; its second demands unanimity when neither provides for approval of a merger; and its second subdivision separately requires a written consent from any member taking on personal liability. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-4 Amendment and abandonment. A member who could vote on the plan gets to vote again on amendments that change the consideration or otherwise adversely affect that member in a material respect, and abandoning after filing takes its own filing. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-5 The filing section. Every merging entity signs, the delayed effective date is capped at ninety days, a signed plan may be filed in place of articles, and county recording is optional and never a condition of validity. Accessed September 11, 2026.
Ind. Code § 23-0.6-2-6 The effect section. Property vests without a transfer, liabilities follow, pending actions continue against the survivor, a foreign survivor is amenable to service here, and a departing foreign entity's Indiana registration is cancelled. Accessed September 11, 2026.
Ind. Code § 23-0.6-6-1 The uniformity directive. Indiana's chapter is the Uniform Business Organizations Transactions Act, so decisions from other adopting states are persuasive on questions Indiana courts have not answered. Accessed September 11, 2026.
Ind. Code § 23-18-7 The organising fact of Indiana LLC merger law. The LLC act's own merger chapter was repealed in 2017 and never replaced in place, which is why an Indiana LLC merger is run out of a different article of the Code entirely. Accessed September 11, 2026.
Ind. Code § 23-18-13-2 The bridge between the two acts. An operating agreement drafted before 2017 that points at the LLC act is read as pointing at the filing and transactions articles too, so an old merger clause is not dead letter. Accessed September 11, 2026.
Ind. Code § 23-18-1-13 Indiana measures member votes by capital, not by headcount. The denominator is agreed contribution value as recorded by the company, reduced by contributions already returned, so the company's own records decide who holds the majority. Accessed September 11, 2026.
Ind. Code § 23-18-1-16 An Indiana operating agreement can be oral. That is generous in ordinary operations and dangerous at a merger, because several of the provisions that shift merger approval require a WRITTEN operating agreement before they will work. Accessed September 11, 2026.
Ind. Code § 23-18-4-3 The LLC act's general voting default, and the best candidate for the organic-rules threshold the transactions article looks for. Note the separate unanimity rule for amending the operating agreement, which a merger plan often does indirectly. Accessed September 11, 2026.
Ind. Code § 23-18-4-4 A written operating agreement can hand a non-member a merger veto, and the section names merger as an example. The holder gets no other voting rights, so a lender or preferred investor can gate the deal without becoming a member. Accessed September 11, 2026.
Ind. Code § 23-18-5-2 The only place the LLC act uses the word appraisal, and it is not about mergers. It is one of the remedies available against a member who fails to make a promised capital contribution. Accessed September 11, 2026.
Ind. Code § 23-18-5-5 Fair value on dissociation, for a company that existed on or before June 30, 1999. It is a dissociation remedy rather than a merger remedy, and the operating agreement can displace it. Accessed September 11, 2026.
Ind. Code § 23-18-5-5.1 The same fair-value right for a company formed after June 30, 1999. Read together with the withdrawal sections it is far less useful than it looks, because a modern member usually cannot trigger it at will. Accessed September 11, 2026.
Ind. Code § 23-18-6-6 The old withdrawal right, available only in a company that existed on or before June 30, 1999. A member of such a company can still walk, on notice, unless a written operating agreement took the power away. Accessed September 11, 2026.
Ind. Code § 23-18-6-6.1 The provision that closes the exit for every modern Indiana LLC. A member of a company formed after June 30, 1999, cannot withdraw before dissolution unless the written operating agreement allows it, so there is no self-help escape from a merger the member dislikes. Accessed September 11, 2026.
Indiana Secretary of State, State Form 56363, Articles of Merger The state's articles of merger form. Its approval article asks only for a statement that the merger was approved in accordance with the transactions article, so the form never asks you to disclose your vote count or your threshold. Accessed September 11, 2026.
Indiana Secretary of State, State Form 56372, Notice of Merger or Conversion The registration clean-up form for a foreign entity that merges away. It carries a documentary requirement the statute does not spell out, namely a certificate from the home jurisdiction. Accessed September 11, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Ind. Code § 23-0.5-1.5-8 · accessed 2026-09-11

Ind. Code § 23-0.5-1.5-20 · accessed 2026-09-11

Ind. Code § 23-0.5-1.5-30 · accessed 2026-09-11

Ind. Code § 23-0.5-1.5-33 · accessed 2026-09-11

Ind. Code § 23-0.5-2-1 · accessed 2026-09-11

Ind. Code § 23-0.5-2-2 · accessed 2026-09-11

Ind. Code § 23-0.5-2-3 · accessed 2026-09-11

Ind. Code § 23-0.5-2-5 · accessed 2026-09-11

Ind. Code § 23-0.5-2-9 · accessed 2026-09-11

Ind. Code § 23-0.5-5-10 · accessed 2026-09-11

Ind. Code § 23-0.5-9-45 · accessed 2026-09-11

Ind. Code § 23-0.5-9-46 · accessed 2026-09-11

Ind. Code § 23-0.6-1-2 · accessed 2026-09-11

Ind. Code § 23-0.6-1-3 · accessed 2026-09-11

Ind. Code § 23-0.6-1-5 · accessed 2026-09-11

Ind. Code § 23-0.6-1-7 · accessed 2026-09-11

Ind. Code § 23-0.6-1-8 · accessed 2026-09-11

Ind. Code § 23-0.6-1.5-4 · accessed 2026-09-11

Ind. Code § 23-0.6-1.5-8 · accessed 2026-09-11

Ind. Code § 23-0.6-1.5-16 · accessed 2026-09-11

Ind. Code § 23-0.6-1.5-17 · accessed 2026-09-11

Ind. Code § 23-0.6-2-1 · accessed 2026-09-11

Ind. Code § 23-0.6-2-2 · accessed 2026-09-11

Ind. Code § 23-0.6-2-3 · accessed 2026-09-11

Ind. Code § 23-0.6-2-4 · accessed 2026-09-11

Ind. Code § 23-0.6-2-5 · accessed 2026-09-11

Ind. Code § 23-0.6-2-6 · accessed 2026-09-11

Ind. Code § 23-0.6-6-1 · accessed 2026-09-11

Ind. Code § 23-18-7 · accessed 2026-09-11

Ind. Code § 23-18-13-2 · accessed 2026-09-11

Ind. Code § 23-18-1-13 · accessed 2026-09-11

Ind. Code § 23-18-1-16 · accessed 2026-09-11

Ind. Code § 23-18-4-3 · accessed 2026-09-11

Ind. Code § 23-18-4-4 · accessed 2026-09-11

Ind. Code § 23-18-5-2 · accessed 2026-09-11

Ind. Code § 23-18-5-5 · accessed 2026-09-11

Ind. Code § 23-18-5-5.1 · accessed 2026-09-11

Ind. Code § 23-18-6-6 · accessed 2026-09-11

Ind. Code § 23-18-6-6.1 · accessed 2026-09-11

Indiana Secretary of State, State Form 56363, Articles of Merger · accessed 2026-09-11

Indiana Secretary of State, State Form 56372, Notice of Merger or Conversion · accessed 2026-09-11

This page is general legal information about state-law statutory merger and consolidation rules for an ordinary private limited liability company, not legal, tax, accounting, securities, antitrust, regulatory, fiduciary, creditor, valuation, financing, transaction, drafting, filing, or deal- structuring advice. Availability and every approval and filing step depend on the complete current laws of each constituent entity's jurisdiction, each entity's form, status, purposes, and governing documents, its members, managers, classes, series, and interest holders, any change in personal or interest-holder liability, the plan, the notices, votes, consents, and waivers actually given, the filings made and accepted, the effective time, and the entities' assets, debts, contracts, licenses, proceedings, and registrations. Statutory authorization, member approval, statutory continuity, or an accepted filing does not establish that a merger is available, valid, effective, advisable, tax-free, or recognized elsewhere; preserve a contract, license, permit, lien, financing, registration, qualification, or regulatory status; satisfy appraisal, dissent, securities, antitrust, fiduciary, creditor, fraudulent-transfer, tax, accounting, employment, or industry requirements; or replace another jurisdiction's approval or filing or any third-party consent. Professional, nonprofit, charitable, benefit, public, banking, insurance, utility, series, foreign, regulated, dissolved, insolvent, and disputed entities may use different rules. Statutes, governing records, agency forms, fees, taxes, filings, entity status, and transaction facts change independently. Verified against the cited official sources on the date shown; confirm current law in every affected jurisdiction and the complete entity, ownership, liability, approval, filing, tax, contract, licensing, creditor, and transaction record and obtain licensed legal, tax, and accounting advice before approving, signing, filing, or relying on a merger.

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