Indiana § 23-17-22-2 - Proposals by board; conditions for adoption; notice
Full text of Indiana Indiana Code § 23-17-22-2 — Proposals by board; conditions for adoption; notice, with citation guidance and answers to common questions.
§ 23-17-22-2. Proposals by board; conditions for adoption; notice
Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the following conditions must be met:
(1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members.
(2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f).
(3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submission of the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation.
(f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.
As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-17-22-2
What does Indiana Code § 23-17-22-2 cover?
Section 23-17-22-2 ("Proposals by board; conditions for adoption; notice") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 23-17-22-2?
A common citation format is "Indiana Code § 23-17-22-2" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-17-22-2 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.