Indiana § 8-4-13-2 - Consent of shareholders; certificate of dissolution
Full text of Indiana Indiana Code § 8-4-13-2 — Consent of shareholders; certificate of dissolution, with citation guidance and answers to common questions.
§ 8-4-13-2. Consent of shareholders; certificate of dissolution
Sec. 2. If the holders of record of all the outstanding shares of the capital stock of a corporation organized under the laws of this state for the purpose of constructing, owning, maintaining and/or operating a railroad other than a street railroad or an interurban railroad, consent, or have heretofore consented, in writing to its dissolution or if at a special meeting of which notice has been given to, or waived by, all the shareholders of every class, whether or not entitled to vote, a resolution is adopted, or has heretofore been adopted, by the votes cast in person or proxy by the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power, or such other proportion as the articles of incorporation or by-laws may require, declaring that it is desirable to wind-up and dissolve such corporation, the president or a vice-president and the secretary or an assistant secretary shall file in the office of the secretary of state a certificate verified by their oath, stating:
1. The name of the corporation.
2. The place where its principal office is located.
3. The names and post-office addresses of its directors and officers, and, if any post-office address be in a city, the street and number or any other particular description thereof, if known.
4. That it elects to wind-up and dissolve.
5. That (if) they have been authorized to execute and file such certificate by a resolution adopted as above provided or that they have been so authorized by the written consent of the holders of record of all the outstanding shares of the corporation.
Formerly: Acts 1933, c.107, s.2.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 8-4-13-2
What does Indiana Code § 8-4-13-2 cover?
Section 8-4-13-2 ("Consent of shareholders; certificate of dissolution") 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 § 8-4-13-2?
A common citation format is "Indiana Code § 8-4-13-2" (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 § 8-4-13-2 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.