Indiana Corporation Merger Agreement and Approval Packet
INDIANA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two Indiana domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude other-entity, foreign, short-form, public-company, regulated, insolvent, or contested-control transactions.
1. Deal Record
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], business ID [________] |
| Merger Sub | [Exact legal name], business ID [________] |
| Consideration | ☐ cash ☐ shares ☐ other property/securities ☐ mixed |
| Classes / series | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — Attachment A |
| Effective time | [__/__/____] / [________________] |
☐ Reconcile governing documents, capitalization, voting agreements, awards, records, contracts, liens, permits, taxes, employees, benefits, litigation, property, data, insurance, and qualifications.
2. Transaction Agreement
This Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Schedules state conversion, consideration, representations, covenants, conditions, termination, expenses, remedies, and closing deliveries. Contract terms do not replace statutory approvals or dissent procedure.
3. Exhibit A — Plan of Merger
Ind. Code § 23-1-40-1 requires the names of each party and survivor, merger terms, conversion mechanics, survivor articles or amendments, and any additional governing-law terms.
| Corporation / class | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [________] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [________] | [____] | [________________________________] | [________________________________] |
Survivor articles: ☐ unchanged ☐ amended exactly as Attachment A.
Amendment / abandonment limits: [________________________________]
4. Approval Record
Each board adopts the Plan. Give statutory meeting notice with the Plan or summary and relevant organic documents. Unless a valid exception or higher requirement applies, each voting group entitled to vote separately approves by a majority of all votes entitled to be cast.
| Corporation / group | Entitled votes | Required | For / against / abstain |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] |
| Target / separate group | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] |
The survivor no-vote exception requires unchanged articles except permitted changes, the same proportionate number of continuing shares, identical continuing-share terms, no more than a 20% increase in voting power, and no more than a 20% increase in participating shares. Prepare a signed condition memorandum before relying on it.
5. Dissenters' Rights
Under § 23-1-44-8, merger rights generally require shareholder approval and voting entitlement; covered-security and preferred-share limitations may apply. Meeting notice must flag rights. A holder using the meeting route delivers written intent before the vote and does not vote in favor. The post-approval notice is generally due within ten days and sets a 30-to-60-day demand window.
| Holder group | Rights? | Exception analysis | Deadline owner |
|---|---|---|---|
| Target / [________] | ☐ Yes ☐ No ☐ Review | [________________] | [________________] |
| Merger Sub / [________] | ☐ Yes ☐ No ☐ Review | [________________] | [________________] |
6. Articles of Merger
Prepare articles under § 23-1-40-5 stating the Plan or required Plan information, approval or no-vote facts, survivor-articles terms, effective-time election, and authorized signatures. Retain the accepted filing and receipt.
7. Closing and Signatures
☐ Confirm the approved Plan, accepted articles, effective time, consideration, dissent notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books.
[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]
[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]
Sources and References
About this template
- Last updated
- August 8, 2026
- Citations checked
- August 8, 2026
- Jurisdiction
- Indiana
- Category
- Corporate & Business
Legal authority
- Ind. Code §§ 23-1-40-1, 23-1-40-3, and 23-1-40-5 (plan, approval, and articles)
- Ind. Code § 23-1-44-8 and Chapter 23-1-44 (dissenters' rights and procedure)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 8, 2026.
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