Ind. Code § 23-19-6-2 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-2
Investigations; subpoenas; depositions; relief; hearings; use immunity; certificate of compliance or noncompliance; witness fees
Status: in_force

Sec. 2. (a) The commissioner may:

(1) conduct public or private investigations within or outside this state which the commissioner considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this article or a rule adopted or order issued under this article, or to aid in the enforcement of this article or in the adoption of rules and forms under this article;

(2) require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the commissioner determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and

(3) publish a record concerning an action, proceeding, or an investigation under, or a violation of, this article or a rule adopted or order issued under this article if the commissioner determines it is necessary or appropriate in the public interest and for the protection of investors.

(b) For the purpose of an investigation under this article, the commissioner or the commissioner's designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the commissioner considers relevant or material to the investigation. Upon order of the commissioner, before July 1, 2020, a hearing officer appointed by the commissioner, or, after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7, in any hearing, depositions may be taken in the manner prescribed by law for depositions in civil actions and made returnable to the commissioner, a hearing officer appointed by the commissioner, or administrative law judge.

(c) If a person does not appear or refuses to testify, file a statement, or produce records, or otherwise does not obey a subpoena as required by this article, the commissioner, before July 1, 2020, a hearing officer appointed by the commissioner, or, after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7, may apply to the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted to enforce compliance. The court may:

(1) hold the person in contempt;

(2) order the person to appear before the commissioner, hearing officer appointed by the commissioner, or administrative law judge;

(3) order the person to testify about the matter under investigation or in question;

(4) order the production of records;

(5) grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;

(6) impose a civil penalty of not more than twenty thousand dollars ($20,000) for each violation; and

(7) grant any other necessary or appropriate relief.

(d) This section does not preclude a person from applying to the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.

(e) If a witness, in any hearing, inquiry, or investigation conducted under this article, refuses to answer any question or produce any item, the commissioner may file a written petition with the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted requesting a hearing on the refusal. The court shall hold a hearing to determine if the witness may refuse to answer the question or produce the item. If the court determines that the witness, based upon the witness's privilege against self-incrimination, may properly refuse to answer or produce an item, the commissioner may make a written request that the court grant use immunity to the witness. Upon written request of the commissioner, the court shall grant use immunity to a witness. The court shall instruct the witness, by written order or in open court, that:

(1) any evidence the witness gives, or evidence derived from that evidence, may not be used in any criminal proceedings against that witness, unless the evidence is volunteered by the witness or is not responsive to a question; and

(2) the witness must answer the questions asked and produce the items requested. A grant of use immunity does not prohibit the use of evidence that the witness gives in a hearing, investigation, or inquiry from being used in a prosecution for perjury under IC 35-44.1-2-1. If a witness refuses to give the evidence after the witness has been granted use immunity, the court may find the witness in contempt.

(f) At the request of the securities regulator of another state or a foreign jurisdiction, the commissioner may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The commissioner may provide the assistance by using the authority to investigate and the powers conferred by this section as the commissioner determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this article or other law of this state if occurring in this state. In deciding whether to provide the assistance, the commissioner may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state or foreign jurisdiction to the commissioner on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the commissioner to carry out the request for assistance.

(g) In any prosecution, action, suit, or proceeding based upon or arising out of or under the provisions of this article, a certificate duly signed by the commissioner showing compliance or noncompliance with the provisions of this article, respecting the security in question or respecting compliance or noncompliance of this article, by any issuer, broker-dealer, investment advisor, or agent, shall constitute prima facie evidence of compliance or noncompliance with the provisions of this article, as the case may be, and shall be admissible in evidence in any action at law or in equity to enforce this article.

(h) Each witness who shall appear before the commissioner or a hearing officer appointed by the commissioner by order shall receive for the witness's attendance the fees and mileage provided for witnesses in civil cases, which shall be audited and paid by the state in the same manner as other expenses of the securities division are audited and paid upon the presentation of proper vouchers sworn to by the witnesses and approved by the commissioner. However, no witnesses subpoenaed at the instance of parties other than the commissioner, or a hearing officer appointed by the commissioner shall be entitled to any fee or compensation from the state.

As added by P.L.27-2007, SEC.23. Amended by P.L.126-2012, SEC.40; P.L.205-2019, SEC.27.
Ind. Code § 23-14-31-33 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-33
Crematory authority records
Status: in_force

Sec. 33. (a) A crematory authority shall maintain at the authority's place of business a permanent record of each cremation that took place at the facility. The record must contain the name of the decedent and the date of the cremation.

(b) The crematory authority shall maintain a record of all cremated remains disposed of by the crematory authority under section 49 of this chapter.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-18.1-5-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 5 / Section 23-18.1-5-1
Liability limited; conditions
Status: in_force

Sec. 1. (a) Notwithstanding any other law, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company if all the following apply:

(1) The operating agreement so provides.

(2) The operating agreement of the master limited liability company establishes or provides for the establishment of one (1) or more series.

(3) The records maintained for the series account for the assets associated with the series separately from the other assets of the master limited liability company and any other series of the master limited liability company.

(4) Notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the master limited liability company.

(5) The master limited liability company has filed articles of designation for each series that is to have limited liability under this section.

(b) Unless otherwise specifically provided in the operating agreement, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to:

(1) the master limited liability company generally are not enforceable against the assets of a particular series; or

(2) any series of the master limited liability company are not enforceable against the assets of any other series of the master limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-5-2-10 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-10
Report to general assembly
Status: in_force

Sec. 10. Any and all associations or corporations organized under or having existence by virtue of this chapter shall remain subject to the control of the general assembly of the state of Indiana, and may be, by law, required and compelled to make a report of all its proceedings to any general assembly of this state, and any general assembly of this state may, by law, repeal this chapter, and require and compel the dissolution and settling up of all corporations or associations organized under this chapter within any period not less than three (3) years after the passage of such repealing law. A report under this section to the general assembly must be in an electronic format under IC 5-14-6.

Formerly: Acts 1875, c.5, s.10. As amended by P.L.34-1987, SEC.334; P.L.28-2004, SEC.161.
Ind. Code § 23-19-1-5 — Indiana Code / Title 23 / Article 19 / Chapter 1 / Section 23-19-1-5
Official comments incorporated
Status: in_force

Sec. 5. Official comments adopted and published by the:

(1) secretary of state Indiana uniform securities act advisory committee; and

(2) National Conference of Commissioners on Uniform State Laws to the extent the comments are not inconsistent with the comments adopted by the committee under subdivision (1);

may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in this article's construction and application.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-18-5-5 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-5
Dissociation; companies existing on or before June 30, 1999
Status: in_force

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause dissolution, a dissociating member is entitled to receive:

(1) any distribution that the member is entitled to under this article or the operating agreement; and

(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.4; P.L.130-2006, SEC.29.
Ind. Code § 23-10-2-4 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-4
Election certificate; recording; duties of clerk
Status: in_force

Sec. 4. Such society, at the first and every subsequent election, shall appoint a clerk thereof, who shall take, count and make a poll-list of the votes given for trustees; and, within ten (10) days thereafter, shall deposit in the recorder's office of the county where the real estate granted is situate, a certificate setting forth the notice of such election, the time and place where the same was held, the name of the society and persons elected as trustees thereof; and the recorder of such county shall record the same among the records of deeds in his office.

Formerly: Acts 1852, 1RS, c.101, s.4.
Ind. Code § 23-17-2-23 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-23
"Public benefit corporation"
Status: in_force

Sec. 23. "Public benefit corporation" means a domestic corporation that is the following:

(1) Either:

(A) formed as a public benefit corporation under this title;

(B) designated as a public benefit corporation by another law;

(C) recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986; or

(D) otherwise organized for a public or charitable purpose, including a veterans organization or a post, a unit, or an auxiliary of the veterans organization, that is chartered by a federal statute for patriotic, public, or charitable purposes and recognized as tax exempt under Section 501(c)(4) or Section 501(c)(19) of the Internal Revenue Code.

(2) Restricted so that on dissolution the corporation must distribute the corporation's assets to an organization organized for a public or charitable purpose, a religious corporation, the United States, a state, or a person that is recognized as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986.

(3) Not a religious corporation.

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.5.
Ind. Code § 23-2.5-1-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-5
"Branch manager"
Status: in_force

Sec. 5. "Branch manager" means a mortgage loan originator or individual who is:

(1) licensed under this article; and

(2) designated by a loan broker to supervise and oversee mortgage loan origination activities conducted at a branch office.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.1.
Ind. Code § 23-1.3-10-5 — Indiana Code / Title 23 / Article 1.3 / Chapter 10 / Section 23-1.3-10-5
Post on website
Status: in_force

Sec. 5. If a benefit corporation has a website, a benefit corporation shall post all of its benefit reports on the public part of its website. However, the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports posted on the website.

As added by P.L.93-2015, SEC.3. Amended by P.L.23-2026, SEC.237.
Ind. Code § 23-0.5-1.5-9 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-9
"Entity filing"
Status: in_force

Sec. 9. "Entity filing" means a record delivered to the secretary of state for filing under this article.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-9-7 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-7
Articles of dissolution; filing
Status: in_force

Sec. 7. At any time after a limited liability company dissolves, the limited liability company may deliver to the secretary of state for filing articles of dissolution setting forth the following:

(1) The name of the limited liability company.

(2) The date of filing of the articles of organization.

(3) The address of the principal office of the limited liability company.

(4) The date dissolution occurred.

(5) Other information the members or managers filing the articles determine.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-38-1 — Indiana Code / Title 23 / Article 14 / Chapter 38 / Section 23-14-38-1
Construction of crypts; ventilation
Status: in_force

Sec. 1. (a) A crypt placed in a mausoleum, vault, or other structure shall be so constructed that all parts of it may be readily examined by the Indiana department of health or any other health officer.

(b) All ventilation from a crypt constructed after March 15, 1945, may be released at a height of the lowest roof level.

As added by P.L.52-1997, SEC.12. Amended by P.L.56-2023, SEC.209.
Ind. Code § 23-14-46-9 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-9
Commodities or services; written statement; itemized price range
Status: in_force

Sec. 9. When selling commodities or services to a consumer, a cemetery owner or authorized representative of the cemetery owner shall give a consumer a written statement that includes an itemized price range of all commodities and services that the consumer may purchase. The written statement must contain the effective date of the itemized price range.

As added by P.L.113-2022, SEC.6.
Ind. Code § 23-17-17-6 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-6
Public benefit, mutual benefit, or religious corporation; vote by members of class
Status: in_force

Sec. 6. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would change the rights of the class as to voting in a manner different than the amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would do any of the following:

(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.

(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

(3) Increase or decrease the number of memberships authorized for the class.

(4) Increase the number of memberships authorized for another class.

(5) Effect an exchange, a reclassification, or the termination of the memberships of the class.

(6) Authorize a new class of memberships.

(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation only if a class vote is provided for in articles of incorporation or bylaws.

(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of incorporation of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(e) Except as provided in articles of incorporation or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by a majority of the votes cast by the class.

(f) A class of members of a public benefit or mutual benefit corporation may have the voting rights granted by this section although articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-3.1-0.5 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-0.5
Legislative finding; purpose
Status: in_force

Sec. 0.5. (a) The general assembly finds that it is often difficult for corporate shareholders to obtain sufficient information to make an informed and timely decision when faced with the questions of accepting or rejecting a takeover offer. Moreover, there have emerged a number of practices which have resulted in shareholders of Indiana corporations losing the benefits of takeover offers because they lacked the sophistication and ability to secure those benefits. These practices have included multiple proration pools, two-step transactions and similar practices, and have resulted in relatively small shareholders losing both the advantages of the takeover offer and their equity positions in the corporation.

(b) By enacting this chapter, it is the intent and purpose of the general assembly to provide for full and fair disclosure of all material information concerning takeover offers to shareholders of Indiana corporations, so that the opportunity of each shareholder to make an informed and well-reasoned investment decision may be secured. It is also the purpose of the general assembly to protect shareholders of Indiana corporations from being disadvantaged by those practices described in subsection (a). Finally, it is the purpose of the general assembly to provide for adequate disclosure and that protection in a manner consistent with the Constitutions of the United States and of Indiana.

As added by Acts 1981, P.L.215, SEC.1. Amended by P.L.242-1983, SEC.1.
Ind. Code § 23-14-39-1 — Indiana Code / Title 23 / Article 14 / Chapter 39 / Section 23-14-39-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to:

(1) all burial rights in cemeteries organized or created after June 14, 1939; and

(2) cemeteries that:

(A) were in existence on June 14, 1939; and

(B) do not have a rule or regulation in conflict with this chapter.

As added by P.L.52-1997, SEC.13.
Ind. Code § 23-4-1-54 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-54
Repealed
Status: repealed

As added by P.L.130-2006, SEC.21. Repealed by P.L.118-2017, SEC.46.
Ind. Code § 23-4-1-2 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-2
Definitions
Status: in_force

Sec. 2. In this chapter:

"Court" includes every court and judge having jurisdiction in the case.

"Business" includes every trade, occupation, or profession.

"Person" includes individuals, partnerships, limited liability companies, corporations, and other associations.

"Bankrupt" includes bankrupt under federal bankruptcy laws or insolvent under any state insolvent statute.

"Conveyance" includes every assignment, lease, mortgage, or encumbrance.

"Foreign limited liability partnership" means a limited liability partnership formed under an agreement governed by the laws of a jurisdiction other than Indiana and registered under the laws of the jurisdiction.

"Limited liability partnership" means a partnership formed under an agreement governed by the laws of this state, registered under and complying with IC 23-0.5 and sections 45 through 46 of this chapter, and having a name that contains the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.

"Real property" includes land and any interest or estate in land.

Formerly: Acts 1949, c.114, s.2. As amended by P.L.34-1987, SEC.287; P.L.8-1993, SEC.317; P.L.230-1995, SEC.1; P.L.118-2017, SEC.33.
Ind. Code § 23-1-28-2 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-2
Record date, declaration date, and payment date
Status: in_force

Sec. 2. The board of directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution to a corporation's shareholders. If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-19-4.1-10 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-10
Training resources for broker-dealers, investment advisers, and qualified individuals; availability on secretary of state's website
Status: in_force

Sec. 10. Not later than September 1, 2017, the commissioner shall develop and make available on the secretary of state's website information that includes training resources to assist broker-dealers, investment advisers, and qualified individuals in the prevention and detection of financial exploitation of financially vulnerable adults. The training resources must include information on:

(1) indicators of financial exploitation of financially vulnerable adults; and

(2) the potential steps broker-dealers, investment advisers, and qualified individuals can take, under Indiana law, to prevent suspected financial exploitation of financially vulnerable adults.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.13; P.L.23-2026, SEC.240.
Ind. Code § 23-19-4.1-11 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-11
Commissioner's authority to adopt rules
Status: in_force

Sec. 11. The commissioner may adopt rules under IC 23-19-6-5 to implement this chapter.

As added by P.L.39-2016, SEC.1.
Ind. Code § 23-1-44-3 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-3
"Fair value"
Status: in_force

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.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-2.5-4-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-2
Repealed
Status: repealed

As added by P.L.175-2019, SEC.2. Repealed by P.L.89-2024, SEC.10.
Ind. Code § 23-15-12-6 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-6
Notification of violations
Status: in_force

Sec. 6. If the department of agriculture determines through a review of a filing received under section 5 of this chapter that a business entity has violated section 3 of this chapter, the department of agriculture shall notify the secretary of state and the department of state revenue of the violation.

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-2-2.5-49 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-49
Construction with other laws
Status: in_force

Sec. 49. Nothing in this chapter shall be construed to relieve corporations or other business organizations from making reports required by law to be made to the secretary of state, or any other state officer, or paying the fees to be paid by corporations or other business organizations. This chapter shall not be construed to repeal any law now in force regulating the organization of corporations or other business organizations in Indiana, or the admission of any foreign corporation but the provisions of this chapter shall be construed to be additional to any provisions regulating the organization of a corporation or other business organization under the laws of Indiana, or the admission of a foreign corporation to do business in Indiana.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.136-2018, SEC.129.
Ind. Code § 23-16-1-11 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-11
Partnership agreement
Status: in_force

Sec. 11. "Partnership agreement" means a written agreement of the partners as to the affairs of a limited partnership and the conduct of its business.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-2-4-11 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-11
Letter of credit, negotiable securities, or bond instead of escrow account
Status: in_force

Sec. 11. In lieu of establishing an escrow account under section 10 of this chapter, a provider may, with the commissioner's permission, post a letter of credit from a financial institution, negotiable securities, or a bond by a surety authorized to do business in Indiana. The letter of credit, negotiable securities, or bond must be:

(1) approved by the commissioner as to form;

(2) for an amount that is at least equal to the maximum amount of entrance fees reasonably anticipated by the provider to otherwise be subject to the escrow requirements set forth in section 10 of this chapter; and

(3) executed in favor of the commissioner on behalf of individuals who may be found entitled to a refund of entrance fees.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.152-2020, SEC.6.
Ind. Code § 23-18.1-6-5 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-5
Execution of articles of designation
Status: in_force

Sec. 5. Articles of designation of a series may be executed by the master limited liability company or any manager, person, or entity designated as an officer or authorized person or entity to execute contracts or certificates in the operating agreement for the master limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1.3-4-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 4 / Section 23-1.3-4-4
Amending articles of incorporation; specific public benefit
Status: in_force

Sec. 4. (a) Subject to subsection (b), a benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit described in section 2 of this chapter.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by a vote of the shareholders of each class or series of shares entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the amendment.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-44-19 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-19
Court proceeding to determine fair value; judicial appraisal
Status: in_force

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.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-5-2-4 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-4
Rights, powers, and privileges of associations
Status: in_force

Sec. 4. Every such association shall, from the time such articles are filed in the proper recorder's office be deemed and held to be a corporation, and shall have and possess all the rights, powers and privileges given to corporations by common law; to sue and be sued; and to rent, lease, purchase, hold and convey such real and personal property as may be necessary and proper for the purpose of erecting and maintaining buildings thereon and to carry out the objects of any such corporation.

Formerly: Acts 1875, c.5, s.4; Acts 1913, c.295, s.1.
Ind. Code § 23-1-28-5 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-5
Measuring effect of distribution; date
Status: in_force

Sec. 5. The effect of a distribution under section 3 of this chapter is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(A) the date money or other property is transferred or debt incurred by the corporation; or

(B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) in all other cases, as of:

(A) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or

(B) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-1-44-2 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-2
"Dissenter"
Status: in_force

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.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-0.6-1-8 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-8
Appraisal rights
Status: in_force

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.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-17-16-3 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-3
Expenses as including attorney's fees
Status: in_force

Sec. 3. As used in this chapter, "expenses" includes attorney's fees.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-63-1 — Indiana Code / Title 23 / Article 14 / Chapter 63 / Section 23-14-63-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies whenever ten (10) or more heads of families:

(1) who reside in:

(A) a township; or

(B) the immediate vicinity of a cemetery owned by a township; and

(2) who own lots in and whose dead relatives are buried in a cemetery owned by the township;

organize, either by themselves or with others, as a corporation for the burial of the dead and the maintenance of a cemetery.

As added by P.L.52-1997, SEC.37.
Ind. Code § 23-14-70-1 — Indiana Code / Title 23 / Article 14 / Chapter 70 / Section 23-14-70-1
Power to receive deposit of money; use of interest
Status: in_force

Sec. 1. (a) The board of commissioners of a county may receive from or on behalf of a:

(1) cemetery corporation;

(2) church;

(3) association; or

(4) organization;

that has been dissolved or is to be dissolved a deposit of money to be held in trust under terms that are designated in writing.

(b) Funds may be provided under section 1 of this chapter to the board of commissioners of:

(1) the county in which the cemetery of the cemetery corporation, church, association, or organization is located; or

(2) the county adjoining and nearest to the county described in subdivision (1).

(c) The interest on the funds received under subsection (a) shall be used to keep in good condition any:

(1) abandoned cemetery;

(2) public incorporated cemetery; or

(3) lots, monuments, mausoleums, vaults, or other burial structures in any cemetery.

(d) A board of commissioners may not expend more for the purpose set forth in subsection (c) than the interest earned from the loan or investment of the funds.

As added by P.L.52-1997, SEC.44.
Ind. Code § 23-16-12-2 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-2
Applicability of article to domestic and foreign limited partnerships after effective date and after repeal of antecedent provisions
Status: in_force

Sec. 2. (a) After July 1, 1988, this article applies to all domestic and foreign limited partnerships, except as provided in this section.

(b) IC 23-16-6-1, IC 23-16-6-2, and IC 23-16-7-8 apply only to contributions and distributions made after July 1, 1988.

(c) IC 23-16-8-4 applies only to assignments made after July 1, 1988.

(d) IC 23-16-10 (repealed January 1, 2018) does not apply before January 1, 1989.

(e) Unless agreed otherwise by all of the partners, the applicable provisions of IC 23-4-2 (repealed effective July 1, 1993) governing allocation of profits and losses (rather than the provisions of IC 23-16-6-3), distributions to a withdrawing partner (rather than the provisions of IC 23-16-7-4), and distribution of assets upon the winding up of a limited partnership (rather than the provisions of IC 23-16-9-4) govern limited partnerships formed before July 1, 1988.

(f) A limited partnership existing under IC 23-4-2 before July 1, 1988, is not required to file a certificate of limited partnership complying with IC 23-16-3 with the secretary of state, and is not subject to or governed by IC 23-16-3-2, until the earlier of the following:

(1) The voluntary filing by the limited partnership of a certificate of limited partnership with the secretary of state in the manner required by this article.

(2) July 1, 1993.

(g) Until July 1, 1993, a limited partnership existing under IC 23-4-2 before July 1, 1988, that does not file a certificate of limited partnership in accordance with subsection (f)(1) is governed by IC 23-4-2.

(h) If a limited partnership existing under IC 23-4-2 before July 1, 1988, does not file a certificate of limited partnership or a certificate of amendment with the secretary of state by July 1, 1993, and no event has occurred that, under this article, requires the filing of a certificate of amendment, then:

(1) the limited partnership continues to exist as a limited partnership under this article, and the failure to file a certificate with the secretary of state does not impair the validity of any contract or act of the limited partnership nor prevent the limited partnership from defending any action in any court in Indiana;

(2) a limited partner of the limited partnership is not liable as a general partner solely by reason of the failure to file a certificate with the secretary of state; and

(3) the limited partnership may not maintain an action in any court of Indiana until it has filed a certificate with the secretary of state in compliance with this article.

(i) All references to this article in the limited partnership agreement and other rules that govern the internal affairs of a limited partnership are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.26; P.L.3-1990, SEC.83; P.L.118-2017, SEC.78.
Ind. Code § 23-4-1-28 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-28
Partner's interest subject to charging order
Status: in_force

Sec. 28. (1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts, and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

(2) The interest charge may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:

(a) with separate property, by any one (1) or more of the partners; or

(b) with partnership property, by any one (1) or more of the partners with the consent of all the partners whose interests are not so charged or sold.

(3) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.

Formerly: Acts 1949, c.114, s.28. As amended by P.L.34-1987, SEC.298.
Ind. Code § 23-14-41-5 — Indiana Code / Title 23 / Article 14 / Chapter 41 / Section 23-14-41-5
Waiver of burial rights
Status: in_force

Sec. 5. (a) A:

(1) surviving spouse; or

(2) parent, child, or heir;

of the deceased record owner of a family burial plot who has a right of interment, entombment, or inurnment in the plot may waive that right in favor of another relative or spouse of the deceased record owner through a written instrument that is recorded with the cemetery.

(b) After a written waiver is recorded under subsection (a), the body of the individual in whose favor the waiver is made may be interred, entombed, or inurned in the family burial plot.

As added by P.L.52-1997, SEC.15.
Ind. Code § 23-14-65-10 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-10
Transfer of control and management to board of trustees
Status: in_force

Sec. 10. (a) A city or a town may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to a board of trustees.

(b) The ordinance transferring the control and management of a cemetery under subsection (a) must prescribe:

(1) the organization of the board; and

(2) the duties of the officers and members of the board.

(c) Members of a board of trustees established under subsection (a) shall be appointed from the lot owners of the cemetery who are residents of the county in which the cemetery is located.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-10-2-3 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-3
Election of trustees; notice
Status: in_force

Sec. 3. Notice of the first election of trustees shall be given at least ten (10) days before the election by publication in a newspaper of the county, if any be published in the county, otherwise by posting such notices in three (3) public places in the township where such election is to take place, one (1) of which notices shall be posted at the place where the proposed election is to be held. Such notice shall state the time, place and object of such election; and the same shall be held at the usual place of worship or meeting of such society, if any there be. However, at any subsequent election of such trustees, no such notice shall be necessary where such lodge or society shall, in its rules, by-laws or constitution, provide and fix the time and place for the election of its trustees.

Formerly: Acts 1852, 1RS, c.101, s.3; Acts 1895, c.10, s.3. As amended by P.L.136-2018, SEC.134.
Ind. Code § 23-0.6-1.5-9 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-9
"Conversion"
Status: in_force

Sec. 9. "Conversion" means a transaction authorized by IC 23-0.6-4.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-19-5-8 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-8
Violations; felony; assistance in prosecution
Status: in_force

Sec. 8. (a) A person who knowingly violates this article, or a rule adopted under this article, commits a Level 5 felony. However, this subsection does not apply to a violation of the following:

(1) The notice filing requirements of IC 23-19-3-2 or IC 23-19-4-5.

(2) IC 23-19-4-13.

(3) Sections 4 and 11 of this chapter.

(b) A person who knowingly violates section 1 of this chapter commits a Level 4 felony if the person harmed, defrauded, misled, or deceived by the violation is at least sixty (60) years of age.

(c) A person who knowingly violates section 1 of this chapter:

(1) while using or taking advantage of; or

(2) in connection with;

a relationship that is based on religious affiliation or worship commits a Level 4 felony.

(d) It is the duty of a prosecuting attorney, as well as of the attorney general, to assist the commissioner upon the commissioner's request in the prosecution to final judgment of a violation of the penal provisions of this article. If the commissioner determines that an action based on the securities division's investigations is meritorious:

(1) the commissioner or a designee empowered by the commissioner shall refer the facts drawn from the investigation to the prosecuting attorney of the judicial circuit in which the crime may have been committed;

(2) the commissioner and the securities division shall assist the prosecuting attorney in prosecuting an action under this section, which may include a securities division attorney serving as a special deputy prosecutor appointed by the prosecuting attorney;

(3) a prosecuting attorney to whom facts concerning fraud are referred under subdivision (1) may refer the matter to the attorney general;

(4) if a matter has been referred to the attorney general under subdivision (3), the attorney general may:

(A) file an information in a court with jurisdiction over the matter in the county in which the offense is alleged to have been committed; and

(B) prosecute the alleged offense; and

(5) if a matter has been referred to the attorney general under subdivision (3), the commissioner and the securities division shall assist the attorney general in prosecuting an action under this section, which may include a securities division attorney serving as a special deputy attorney general appointed by the attorney general.

(e) This article does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.

As added by P.L.27-2007, SEC.23. Amended by P.L.156-2009, SEC.23; P.L.146-2013, SEC.2; P.L.158-2013, SEC.267; P.L.168-2014, SEC.34; P.L.158-2022, SEC.7.
Ind. Code § 23-1-43-19 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-19
Business combination with interested shareholder; requirements
Status: in_force

Sec. 19. Notwithstanding any other provision of this article (except sections 18 and 20 through 24 of this chapter), a resident domestic corporation may not engage at any time in any business combination with any interested shareholder of the resident domestic corporation other than a business combination meeting all requirements of the articles of incorporation of the domestic corporation and the requirements specified in any of the following:

(1) A business combination approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date, or as to which the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date had been approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date.

(2) A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares not beneficially owned by the interested shareholder proposing the business combination, or any affiliate or associate of the interested shareholder proposing the business combination, at a meeting called for that purpose no earlier than five (5) years after the interested shareholder's share acquisition date.

(3) A business combination that meets all of the following conditions:

(A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the resident domestic corporation in the business combination is at least equal to the higher of the following:

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent (5%) or more of the outstanding voting shares of the resident domestic corporation, for any common shares of the same class or series acquired by it within the five (5) year period immediately before the announcement date with respect to the business combination or within the five (5) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since the earliest date, up to the amount of the interest.

(ii) The market value per common share on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest.

(B) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the resident domestic corporation is at least equal to the highest of the following (whether or not the interested shareholder has previously acquired any shares of the class or series of shares):

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent (5%) or more of the outstanding voting shares of the resident domestic corporation, for any shares of the class or series of shares acquired by it within the five (5) year period immediately before the announcement date with respect to the business combination or within the five (5) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since the earliest date, up to the amount of the interest.

(ii) The highest preferential amount per share to which the holders of shares of the class or series of shares are entitled in the event of any voluntary liquidation, dissolution, or winding up of the resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of shares (unless the aggregate amount of the dividends is included in the preferential amount).

(iii) The market value per share of the class or series of shares on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since that date, up to the amount of the interest.

(C) The consideration to be received by holders of a particular class or series of outstanding shares (including common shares) of the resident domestic corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it, and the consideration shall be distributed promptly.

(D) The holders of all outstanding shares of the resident domestic corporation not beneficially owned by the interested shareholder immediately before the consummation of the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with clauses (A), (B), and (C).

(E) After the interested shareholder's share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional voting shares of the resident domestic corporation except:

(i) as part of the transaction that resulted in the interested shareholder becoming an interested shareholder;

(ii) by virtue of proportionate share splits, share dividends, or other distributions of shares in respect of shares not constituting a business combination under section 5(5) of this chapter;

(iii) through a business combination meeting all of the conditions of section 18 of this chapter and this section; or

(iv) through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of clauses (A), (B), and (C).

As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.124.
Ind. Code § 23-16-6-3 — Indiana Code / Title 23 / Article 16 / Chapter 6 / Section 23-16-6-3
Sharing of profits and losses
Status: in_force

Sec. 3. The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-8-2 — Indiana Code / Title 23 / Article 17 / Chapter 8 / Section 23-17-8-2
Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations
Status: in_force

Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:

(1) fair and reasonable; and

(2) carried out in good faith.

(b) A procedure is fair and reasonable under either of the following conditions:

(1) The articles of incorporation or bylaws set forth a procedure that provides the following:

(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.

(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.

(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.

(e) A member who has been expelled or suspended or whose membership is terminated may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion, suspension, or termination.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-40-4 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-4
Merger of subsidiary and parent corporation
Status: in_force

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.

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.17; P.L.145-1988, SEC.5.
Ind. Code § 23-0.6-3-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 3 / Section 23-0.6-3-1
Authorization of interest exchange
Status: in_force

Sec. 1. (a) Except as otherwise provided in this chapter, by complying with this article:

(1) a domestic entity may acquire all of one (1) or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or

(2) all of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.

(b) Except as otherwise provided in this chapter, by complying with the provisions of this article applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.

As added by P.L.118-2017, SEC.6. Amended by P.L.206-2021, SEC.3.
Ind. Code § 23-14-48-4 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-4
Duties of cemetery organized after March 6, 1953, and before July 1, 1997
Status: in_force

Sec. 4. (a) In addition to meeting the requirements of sections 1 through 3 of this chapter, a cemetery that:

(1) is organized after March 6, 1953, and before July 1, 1997, by incorporation, association, individually, or any other means; or

(2) has its first burial after March 6, 1953, and before July 1, 1997;

shall, before disposing of a burial lot or right, making a sale of a burial lot or right, or making its first burial, cause to be deposited in a financial institution the sum of twenty-five thousand dollars ($25,000) in cash in the perpetual care fund established under this chapter for the maintenance of the cemetery.

(b) The cemetery owner shall designate the financial institution as trustee of the fund. The financial institution must execute an affidavit stating that it has accepted the trusteeship of the fund and that the twenty-five thousand dollars ($25,000) has been deposited in the fund. The cemetery shall:

(1) exhibit the affidavit in the principal office of the cemetery;

(2) keep the affidavit available at all times for examination; and

(3) record the affidavit in the miscellaneous records in the office of the recorder in the county in which the cemetery is located.

(c) When the cemetery has deposited in the perpetual care fund, as required by this section, fifty thousand dollars ($50,000):

(1) the cemetery shall submit proof of this fact to its trustee; and

(2) the trustee shall pay over to the cemetery the amount of twenty-five thousand dollars ($25,000) that the cemetery deposited in the fund under subsection (a).

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.3; P.L.3-2008, SEC.168; P.L.33-2019, SEC.4.
Ind. Code § 23-14-65-27 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-27
Management and control of cemetery
Status: reserved

Sec. 27. A cemetery board has exclusive management and control of a cemetery or cemeteries transferred to or acquired by the cemetery board, including:

(1) all of the property, whether real, personal, or mixed, acquired by the cemetery board for cemetery purposes; and

(2) the part of a public road or street that passes through the cemetery.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-14-69-1 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to the following:

(1) A public cemetery that belongs to a township.

(2) An addition to a public cemetery that belongs to a township.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-2.5-1-13 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-13
"Loan"
Status: in_force

Sec. 13. "Loan" means an agreement to advance money or property in return for the promise to make payments for the money or property.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-33-1 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-1
Citation of chapters
Status: in_force

Sec. 1. This chapter through IC 23-14-76 may be referred to as the Indiana general cemetery law.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-2-6-7 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-7
"Commodity Exchange Act" defined
Status: in_force

Sec. 7. As used in this chapter, "Commodity Exchange Act" means the act of the United States Congress known as the Commodity Exchange Act (7 U.S.C. 1 et seq., as in effect June 30, 1991), and including all subsequent amendments, additions, or revisions to the act unless the commissioner by rule or order disallows the application of the amendments, additions, or revisions to this chapter or to any provision of this chapter not later than ten (10) days after the effective date of the amendment, addition, or revision.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-14-62-3 — Indiana Code / Title 23 / Article 14 / Chapter 62 / Section 23-14-62-3
Notice of filing of petition; agreement to care and manage cemetery
Status: in_force

Sec. 3. (a) The persons filing the petition under section 2 of this chapter must give notice of the filing in accordance with IC 5-3-1-2 at least three (3) weeks before the filing by publishing a notice concerning the filing of the petition in a weekly newspaper published in the county in which the cemetery is located.

(b) The persons filing the petition under section 2 of this chapter must also file an agreement, with security to be approved by the board, that the corporation will keep the cemetery in good order and honestly and faithfully manage it.

As added by P.L.52-1997, SEC.36.
Ind. Code § 23-14-42.5-3 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-3
"Deceased animal"
Status: in_force

Sec. 3. As used in this chapter, "deceased animal" means a deceased animal:

(1) that was owned by or assigned to assist the deceased owner during the deceased owner's lifetime;

(2) whose death occurs before, after, or simultaneously with the death of the deceased owner; and

(3) the remains of which have been cremated and placed in a temporary container or an urn.

As added by P.L.176-2016, SEC.1.
Ind. Code § 23-18-3-2 — Indiana Code / Title 23 / Article 18 / Chapter 3 / Section 23-18-3-2
Notice to member or manager imputed to company; exceptions
Status: in_force

Sec. 2. (a) Except as provided in subsection (b), notice to a member of a matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.

(b) If the articles of organization provide for a manager or managers:

(1) notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and

(2) notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-19-6-12 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-12
Repealed
Status: repealed

As added by P.L.114-2010, SEC.11. Repealed by P.L.85-2012, SEC.5.
Ind. Code § 23-1-21-1 — Indiana Code / Title 23 / Article 1 / Chapter 21 / Section 23-1-21-1
Incorporators; filing articles of incorporation
Status: in_force

Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing.

As added by P.L.149-1986, SEC.5. Amended by P.L.52-2018, SEC.38.
Ind. Code § 23-17-27-1 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-1
Required records
Status: in_force

Sec. 1. (a) A corporation shall keep as permanent records a record of the following:

(1) Minutes of meetings of the corporation's members and board of directors.

(2) A record of actions taken by the members or directors without a meeting.

(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at the corporation's principal office:

(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.

(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.

(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.

(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.

(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.

(6) A list of the names and business or home addresses of the corporation's current directors and officers.

(7) The corporation's most recent biennial report delivered to the secretary of state under IC 23-0.5-2-13.

(f) Except as otherwise provided in articles of incorporation or bylaws, ballots must be retained by a corporation until the earlier of the following:

(1) The date of the next annual meeting.

(2) One (1) year after the date the ballot was received.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.8; P.L.119-2015, SEC.61; P.L.118-2017, SEC.94.
Ind. Code § 23-17-15-6 — Indiana Code / Title 23 / Article 17 / Chapter 15 / Section 23-17-15-6
Committees
Status: in_force

Sec. 6. (a) Unless this article, the articles of incorporation, or bylaws provide otherwise, a board of directors may create one (1) or more committees that consist of one (1) or more members of the board of directors.

(b) Unless otherwise provided under this article, the creation of a committee and appointment of members to the committee must be approved by the greater of:

(1) a majority of all the directors in office when the action is taken; or

(2) the number of directors required by articles of incorporation or bylaws to take action under section 5 of this chapter.

(c) Sections 1 through 5 of this chapter apply to committees of the board of directors and the members of committees.

(d) To the extent specified by the board of directors or in articles of incorporation or bylaws, a committee may exercise the authority of the board of directors under IC 23-17-12-1.

(e) A committee may not do the following:

(1) Authorize distributions.

(2) Approve or recommend to members action required to be approved by members under this article.

(3) Subject to subsection (g), fill vacancies on the board of directors or on a committee.

(4) Adopt, amend, or repeal bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described under IC 23-17-13-1.

(g) The board of directors may appoint one (1) or more directors as alternate members of a committee to replace an absent or a disqualified member during the member's absence or disqualification. Unless the articles of incorporation, bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the members present at a meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.

(h) A corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.7.
Ind. Code § 23-2-6-35 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-35
Cooperation with other authorities
Status: in_force

Sec. 35. (a) In order to encourage uniform application and interpretation of this chapter and in order to encourage securities regulation and enforcement, the commissioner and the commissioner's employees may cooperate with any of the following:

(1) A securities or commodities agency or the securities commissioner of any other jurisdiction, including any foreign jurisdiction.

(2) An agency administering any laws similar to this chapter.

(3) The Commodity Futures Trading Commission.

(4) The Securities and Exchange Commission.

(5) A self-regulatory organization established under the Commodity Exchange Act or the Securities Exchange Act of 1934.

(6) A national or international organization of commodities or securities officials or agencies.

(7) A governmental law enforcement agency.

(b) The cooperation authorized by subsection (a) may include the following if the information sought would be subject to lawful subpoena for conduct occurring in Indiana:

(1) Bearing the expense of any type of cooperation described in this subsection.

(2) Making joint examinations or investigations.

(3) Holding joint administrative hearings.

(4) Filing and prosecuting joint litigation.

(5) Sharing and exchanging personnel.

(6) Sharing and exchanging information and documents.

(7) Writing and adopting mutual regulations, statements of policy, guidelines, proposed statutory changes, and releases.

(8) Issuing and enforcing subpoenas at the request of any of the following:

(A) An agency in another jurisdiction that administers a law similar to this chapter.

(B) A securities or commodities agency of another jurisdiction.

(C) The Commodity Futures Trading Commission.

(D) The Securities and Exchange Commission.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1-52-5 — Indiana Code / Title 23 / Article 1 / Chapter 52 / Section 23-1-52-5
Use and distribution of information
Status: in_force

Sec. 5. (a) The use and distribution of any information acquired from records inspected or copied under the rights granted by this chapter or by IC 23-1-30-1 are restricted solely to the proper purpose described with particularity under section 2(c) of this chapter.

(b) This section applies whether the use and distribution are by the shareholder, the shareholder's agent or attorney, or any person who obtains the information (directly or indirectly) from the shareholder or agent or attorney.

(c) The shareholder, the shareholder's agent or attorney, and any other person who obtains the information shall use reasonable care to ensure that the restrictions imposed by this section are observed.

As added by P.L.149-1986, SEC.36.
Ind. Code § 23-17-4-2 — Indiana Code / Title 23 / Article 17 / Chapter 4 / Section 23-17-4-2
Perpetual duration and succession; powers
Status: in_force

Sec. 2. Unless a corporation's articles of incorporation provide otherwise, a corporation has perpetual duration and succession in the corporation's corporate name and has the same powers as an individual to do all things necessary or convenient to carry out the corporation's affairs, including the power to do the following:

(1) Sue, be sued, complain, and defend in the corporation's corporate name.

(2) Have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument.

(3) Make and amend bylaws not inconsistent with the corporation's articles of incorporation or with Indiana law for managing the affairs of the corporation.

(4) Purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.

(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the corporation's property.

(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.

(7) Make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the corporation's obligations by mortgage or pledge of any of the corporation's property, franchises, or income.

(8) Lend money, invest and reinvest the corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under IC 23-17-13-3.

(9) Be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust, or other entity.

(10) Conduct the corporation's activities, locate offices, and exercise the powers granted by this article inside or outside Indiana.

(11) Elect directors, elect and appoint officers, and appoint employees and agents of the corporation, define the duties and fix the compensation of directors, officers, employees and agents.

(12) Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the corporation's current or former directors, officers, employees, and agents.

(13) Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.

(14) Impose dues, assessments, admission, and transfer fees upon the corporation's members.

(15) Establish conditions for admission of members, admit members, and issue memberships.

(16) Carry on a business.

(17) Have and exercise powers of a trustee as permitted by law, including those set forth in IC 30-4-3-3.

(18) Purchase and maintain insurance on behalf of any individual who:

(A) is or was a director, an officer, an employee, or an agent of the corporation; or

(B) is or was serving at the request of the corporation as a director, an officer, an employee, or an agent of another entity;

against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under this article.

(19) Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

(20) Adopt, either in the corporation's articles of incorporation or bylaws, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

(A) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the corporation to the corporation;

(B) any action asserting a claim arising under:

(i) any provision of this article; or

(ii) the corporation's articles of incorporation or bylaws; or

(C) any actions otherwise relating to the internal affairs of the corporation.

As added by P.L.179-1991, SEC.1. Amended by P.L.63-2014, SEC.19.
Ind. Code § 23-18-9-9 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-9
Notice of dissolution
Status: in_force

Sec. 9. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice.

(b) The notice must meet the following requirements:

(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if there is none in Indiana its registered office, is or was last located.

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced not more than two (2) years after the publication of the notice.

(c) If the dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company not more than two (2) years after the publication date of the notice:

(1) A claimant who did not receive written notice under section 8 of this chapter.

(2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.

(3) A claimant whose claim is contingent or based on an event occurring after the date of dissolution.

(d) A claim may be enforced under this section:

(1) against the dissolved limited liability company to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-18-2-6 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-6
Restated articles of organization
Status: in_force

Sec. 6. (a) Articles of organization may be restated at any time. Restated articles of organization must:

(1) be filed with the secretary of state;

(2) be specifically designated as "restated articles of organization"; and

(3) state in the heading or in a separate paragraph the limited liability company's present name, and if the name has been changed, all of its former names and the date of filing of its original articles of organization.

(b) A restated articles of organization may include one (1) or more amendments to the articles of organization. If the restated articles of organization include an amendment, the amendment must be adopted as provided in section 5 of this chapter.

As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994, SEC.2.
Ind. Code § 23-18-2-9 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-9
Repealed
Status: repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001, SEC.22; P.L.119-2015, SEC.71; P.L.170-2016, SEC.16. Repealed by P.L.118-2017, SEC.99.
Ind. Code § 23-18.1-2-6 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-6
"Operating agreement"
Status: in_force

Sec. 6. "Operating agreement" means an operating agreement, as amended from time to time, adopted for the governance of a master limited liability company. The term includes an operating agreement that:

(1) sets forth the governance of any series; or

(2) refers to a separate series agreement.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1-25-2 — Indiana Code / Title 23 / Article 1 / Chapter 25 / Section 23-1-25-2
Series of shares; filing articles with secretary of state
Status: in_force

Sec. 2. (a) If the articles of incorporation so provide, the board of directors may create one (1) or more series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights (within the limits set forth in section 1 of this chapter) of:

(1) any class of shares before the issuance of any shares of that class; or

(2) one (1) or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(d) Before issuing any shares of a class or series the preferences, limitations, and relative voting and other rights of which are determined under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:

(1) the name of the corporation;

(2) the text of the amendment determining the terms of the class or series of shares;

(3) the date it was adopted; and

(4) a statement that the amendment was duly adopted by the board of directors.

As added by P.L.149-1986, SEC.9.
Ind. Code § 23-15-13-1 — Indiana Code / Title 23 / Article 15 / Chapter 13 / Section 23-15-13-1
Applicability to cash transactions
Status: in_force

Sec. 1. This chapter applies only to a cash transaction.

As added by P.L.128-2026, SEC.106.
Ind. Code § 23-17-11-6 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-6
Vote by proxy
Status: in_force

Sec. 6. (a) A member may vote the member's membership in person or by proxy.

(b) Unless articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form:

(1) personally; or

(2) by an attorney-in-fact.

(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(f) Subject to section 8 of this chapter and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the member making the appointment.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-12-3 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-3
Rules for cases not provided for in this article
Status: in_force

Sec. 3. In any case not provided for in this article, the provisions of IC 23-0.5 and IC 23-4-1 govern.

As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.79.
Ind. Code § 23-18-6-2 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-2
Interest of member; nature
Status: in_force

Sec. 2. The interest of a member in a limited liability company is personal property.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-0.6-4-2 — Indiana Code / Title 23 / Article 0.6 / Chapter 4 / Section 23-0.6-4-2
Plan of conversion; contents
Status: in_force

Sec. 2. (a) A domestic entity may convert to a different type of entity under this chapter by approving a plan of conversion. The plan must be in a record and contain:

(1) the name and type of the converting entity;

(2) the name, jurisdiction of organization, and type of the converted entity;

(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;

(4) the proposed public organic document of the converted entity if it will be a filing entity;

(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;

(6) the other terms and conditions of the conversion; and

(7) any other provision required by the law of this state or the organic rules of the converting entity.

(b) A plan of conversion may contain any other provision not prohibited by law.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-62-4 — Indiana Code / Title 23 / Article 14 / Chapter 62 / Section 23-14-62-4
Powers of board of commissioners
Status: in_force

Sec. 4. The board of commissioners presented with a petition under section 2 of this chapter, if satisfied:

(1) as to the propriety of granting the request;

(2) as to the sufficiency of the surety;

(3) as to the good faith of the petitioners; and

(4) that a majority of the heads of families of the county are taking part;

may convey the cemetery to the cemetery corporation.

As added by P.L.52-1997, SEC.36.
Ind. Code § 23-14-75-2 — Indiana Code / Title 23 / Article 14 / Chapter 75 / Section 23-14-75-2
Power of eminent domain
Status: in_force

Sec. 2. If land has not been appropriated or set apart by the owners by platting for a public cemetery and it is necessary to purchase real estate for the cemetery:

(1) the legislative body of the city or town; or

(2) the executive of the township;

has the power of eminent domain to condemn and appropriate the land for cemetery purposes under proceedings provided by statute.

As added by P.L.52-1997, SEC.49. Amended by P.L.163-2006, SEC.4.
Ind. Code § 23-2-2.5-9 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-9
Offer or sale of franchise; requisites; disclosure statement
Status: in_force

Sec. 9. No person may offer or sell any franchise:

(1) unless the franchise is registered under this chapter or is exempt from such registration under sections 3 through 5 of this chapter; and

(2) without first providing to the prospective franchisee at least ten (10) days prior to the execution by the prospective franchisee of a binding franchise or at least ten (10) days prior to the receipt by the franchisor of any consideration, whichever first occurs, a disclosure statement together with a copy of all proposed contracts relating to the sale of a franchise.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.2.
Ind. Code § 23-14-33-7 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-7
"Cemetery"
Status: in_force

Sec. 7. "Cemetery" means any land or structure in Indiana that is:

(1) dedicated to; and

(2) used for, or intended to be used for;

the interment, entombment, or inurnment of human remains.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-1-43-18 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-18
Business combination with interested shareholder within five years of share acquisition date
Status: in_force

Sec. 18. (a) Notwithstanding any other provision of this article (except sections 20 through 24 of this chapter), a resident domestic corporation may not engage in any business combination with any interested shareholder of the resident domestic corporation for a period of five (5) years following the interested shareholder's share acquisition date unless the business combination or the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date is approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date.

(b) If a good faith proposal regarding a business combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond, in writing, within thirty (30) days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding the proposal.

(c) If a good faith proposal to purchase shares is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within thirty (30) days or such shorter period, if any, as may be required by the Exchange Act, is considered to have disapproved the share purchase.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-17-12-10 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-10
Removal of director by vote of directors; reasons set forth in articles of incorporation or in bylaws
Status: in_force

Sec. 10. If at the beginning of a director's term on the board of directors articles of incorporation or bylaws provide that the director may be removed for reasons set forth in the articles of incorporation or bylaws, the board of directors may remove the director for the reasons. The director may be removed only if a majority of the directors then in office votes for the removal.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-42.5-7 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-7
Scattering, placing, interring cremated animal remains on a burial plot
Status: in_force

Sec. 7. (a) Subject to subsection (b), the cremated remains of a deceased animal of a deceased owner may be:

(1) removed from the temporary container or urn described in section 3(3) of this chapter and scattered or placed on top of the deceased owner's burial plot; or

(2) interred on top of the deceased owner's burial plot as long as the interment of the deceased animal's cremated remains does not:

(A) encroach upon or interfere with a neighboring burial plot of which the deceased owner is not the record owner;

(B) involve the disinterment of:

(i) the deceased owner's remains; or

(ii) the remains of a deceased individual other than the deceased owner; or

(C) involve the digging or penetration of earth at a depth that exceeds one (1) foot.

The cremated remains of a deceased animal of a deceased owner may be scattered, placed, or interred in a manner described in this subsection before, after, or in conjunction with the interment of the remains of the deceased owner.

(b) The cremated remains of a deceased animal of a deceased owner may be scattered, placed, or interred in a manner described in subsection (a) only if the following apply:

(1) The person or entity owning the deceased animal at the time of the deceased animal's death:

(A) consents in writing to the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a); and

(B) before the scattering, placement, or interment of the cremated remains of the deceased animal is to take place, provides the written consent described in clause (A) to the owner of the cemetery in which the deceased owner's burial plot is located;

if the deceased owner is not the owner of the deceased animal at the time of the deceased animal's death.

(2) The deceased owner provides for or directs the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a):

(A) in the deceased owner's last will and testament;

(B) in a written designation provided to a cemetery under IC 23-14-42-2; or

(C) in a funeral planning declaration executed under IC 29-2-19.

(3) If subdivision (2) does not apply, a person who has the right under IC 23-14-31-26, IC 23-14-55-2, IC 25-15-9-18, IC 29-2-19-17, or any other applicable statute to:

(A) control the disposition of the deceased owner's remains;

(B) make arrangements for the funeral services of the deceased owner; or

(C) make other ceremonial arrangements after the deceased owner's death;

provides for or directs the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a).

As added by P.L.176-2016, SEC.1. Amended by P.L.85-2017, SEC.91.
Ind. Code § 23-0.5-5-14 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-14
Attorney general action to enjoin
Status: in_force

Sec. 14. The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.23.
Ind. Code § 23-1-43-13 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-13
"Resident domestic corporation" defined
Status: in_force

Sec. 13. (a) As used in this chapter, "resident domestic corporation" means a corporation that has one hundred (100) or more shareholders.

(b) A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to this chapter.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-13-20-1 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-1
Body corporate and politic; powers of board
Status: in_force

Sec. 1. The University of Evansville is a body corporate and politic. The board of trustees of the university has perpetual succession and has full power to do the following:

(1) Make contracts.

(2) Sue and be sued.

(3) Plead and to be impleaded.

(4) Acquire, hold, and convey real and personal property, manage and dispose of property and all money belonging to the corporation in the manner that seems to the trustees to be best adapted to promote the objects and purposes of the university.

(5) Own, lease, mortgage, pledge, sell, exchange, or otherwise dispose of real and personal property, to borrow money, and to issue, sell, and pledge its obligations and evidences of indebtedness, and to mortgage its property to secure the payment of indebtedness.

(6) Have and to use a common seal and to alter and renew the seal at pleasure.

(7) Make bylaws consistent with the charter of the university.

(8) In conjunction with the faculty, confer upon those whom they deem worthy all honors and degrees usually conferred by colleges and universities.

As added by P.L.1-1989, SEC.49.
Ind. Code § 23-1-38-2 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-2
Amendments by board of directors without shareholder action
Status: in_force

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action to:

(1) extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) delete the names and addresses of the initial directors;

(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(4) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;

(5) change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(6) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or

(7) make any other change expressly permitted by this article to be made without shareholder action.

As added by P.L.149-1986, SEC.22. Amended by P.L.107-1987, SEC.15.
Ind. Code § 23-16-5-5 — Indiana Code / Title 23 / Article 16 / Chapter 5 / Section 23-16-5-5
Classes or groups of general partners; rights, powers, and duties; voting
Status: in_force

Sec. 5. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of general partners).

(b) The partnership agreement may grant to all the general partners, or to certain identified general partners, or to a specified class or group of general partners, the right to vote (on a per capita or any other basis), separately or with all or any class or group of the limited partners on any matter.

(c) A partnership agreement that grants a right to vote may set forth provisions relating to the following:

(1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners.

(2) Waiver of the notice described in subdivision (1).

(3) Action by written consent without a meeting.

(4) The establishment of a record date.

(5) Quorum requirements.

(6) Voting in person or by proxy.

(7) Any other matter concerning the exercise of a right to vote under the partnership agreement.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-11-3 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-3
Member entitled to one vote; membership standing of record in names of two or more persons
Status: in_force

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, a member is entitled to one (1) vote on each matter voted on by the members.

(b) Unless articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of at least two (2) persons, the acts of the persons with respect to voting have the following effect:

(1) If one (1) person votes, the vote binds all persons.

(2) If more than one (1) person votes, the vote shall be divided on a pro rata basis.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-1-8 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-8
Limited partner
Status: in_force

Sec. 8. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the laws of Indiana or, in the case of a foreign limited partnership, in accordance with the laws of the state, foreign country, or other foreign jurisdiction under which the foreign limited partnership is organized.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-28-7 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-7
Oral notice
Status: in_force

Sec. 7. Oral notice is effective when communicated.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-1.5-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-1
Application of definitions
Status: in_force

Sec. 1. Except as otherwise provided by this article, the definitions set forth in this chapter apply throughout this article.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-31-2 — Indiana Code / Title 23 / Article 1 / Chapter 31 / Section 23-1-31-2
Voting agreement
Status: in_force

Sec. 2. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.

(b) A voting agreement created under this section is specifically enforceable.

As added by P.L.149-1986, SEC.15.
Ind. Code § 23-2.5-5-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-5
Burden of proof of compliance
Status: in_force

Sec. 5. A loan processing company bears the burden of showing that the loan processing company is in compliance with this chapter.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-17-12-7 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-7
Resignation
Status: in_force

Sec. 7. (a) A director may resign at any time by delivering written notice to one (1) of the following:

(1) The board of directors.

(2) The presiding officer of the board of directors.

(3) The president or secretary of the corporation.

(b) A resignation is effective when the notice is effective under IC 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-31-28 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-28
Delegation of authority; immunity for reliance on cremation authorization form
Status: in_force

Sec. 28. (a) If the authorizing agent is not available to execute a cremation authorization form in person, the authorizing agent may delegate the authority to another person in writing, including a facsimile transmission, telegram, or other electronic transmission.

(b) A written delegation of authority of an authorizing agent must include:

(1) the name, address, and relationship of the authorizing agent to the decedent; and

(2) the name and address of the person to whom authority is delegated.

(c) A person authorized under subsections (a) and (b) may serve as the authorizing agent and execute the cremation authorization form.

(d) A crematory authority is not liable for relying on a cremation authorization form executed in compliance with this section.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-17-6 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-6
Application
Status: in_force

Sec. 6. Unless limited or prohibited by the articles of incorporation or bylaws, IC 26-2-8 applies to this article.

As added by P.L.133-2009, SEC.1.
Ind. Code § 23-13-20-9 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-9
Patronage of United Methodist Church
Status: in_force

Sec. 9. The university is under the patronage of the Indiana Area of The United Methodist Church and is entitled to all the privileges and benefits accruing from time to time to institutions of The United Methodist Church from patronizing conferences.

As added by P.L.1-1989, SEC.49.
Ind. Code § 23-18.1-4-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-1
Operating agreement requirement
Status: in_force

Sec. 1. A master limited liability company must have an operating agreement.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-19-2-2.3 — Indiana Code / Title 23 / Article 19 / Chapter 2 / Section 23-19-2-2.3
Website operators
Status: in_force

Sec. 2.3. (a) This section applies to an offering under section 2(27)(O) of this chapter that is made exclusively through one (1) or more websites and each website.

(b) As required by section 2(27)(O)(ii) of this chapter, the website operator shall register with the division by filing a statement, accompanied by the filing fee established by the commissioner, that includes all the following:

(1) That the website operator is a business entity organized under the laws of Indiana and authorized to do business in Indiana.

(2) That the website is being used to offer and sell securities pursuant to the exemption under section 2(27) of this chapter.

(3) The identity and location of, and contact information for, the website operator.

(4) Except as provided in subsection (c), that the website operator is registered as a broker-dealer under IC 23-19-4.

(c) The website operator is not required to register as a broker-dealer if all the following apply with respect to the website and its operator:

(1) It does not offer investment advice or recommendations.

(2) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the website.

(3) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the website.

(4) It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.

(5) The fee it charges an issuer for an offering of securities on the website is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the website, or a combination of the fixed and variable amounts.

(6) It does not identify, promote, or otherwise refer to any individual security offered on the website in any advertising for the website.

(7) It does not engage in any other activities that the division, by rule, determines are prohibited of the website.

(8) Neither the website operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the website operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933 (17 CFR 230.506(d)(1)) that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933 (17 CFR 230.506(d)) from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933 (17 CFR 230.506(a) to 17 CFR 230.506(c)).

As added by P.L.106-2014, SEC.4. Amended by P.L.23-2026, SEC.239.
Ind. Code § 23-1-36-1 — Indiana Code / Title 23 / Article 1 / Chapter 36 / Section 23-1-36-1
Officers; election or appointment; secretary
Status: in_force

Sec. 1. (a) A corporation has the officers described in its bylaws or elected or appointed by the board of directors in accordance with the bylaws or appointed by a duly elected or appointed officer in accordance with the bylaws. However, a corporation must have at least one (1) officer.

(b) A duly elected or appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation, and that officer is considered the secretary of the corporation for purposes of this article.

(d) The same individual may simultaneously hold more than one (1) office in a corporation.

As added by P.L.149-1986, SEC.20.
Ind. Code § 23-16-5-1 — Indiana Code / Title 23 / Article 16 / Chapter 5 / Section 23-16-5-1
Admission of additional general partners
Status: in_force

Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-2-3.1-5.5 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-5.5
Definitions; application of section
Status: in_force

Sec. 5.5. (a) The definitions in IC 23-1-20 apply to this section, except to the extent of any conflict with section 1 of this chapter.

(b) This section applies to:

(1) a foreign corporation incorporated under a law other than the law of the United States or any state of the United States (as defined in IC 1-1-4-1); or

(2) a person who is not a citizen of the United States.

(c) This section does not apply to the initiation of a new business in Indiana by a person subject to this section.

(d) Notwithstanding any other provision of this title, a person subject to this section may not make a takeover offer unless the person files a statement with the commissioner under this subsection.

(e) The statement filed under subsection (d) must state the following:

(1) The financial sources to be used by the person in the takeover offer.

(2) The proposed consummation date of the takeover.

As added by P.L.229-1989, SEC.5.
Ind. Code § 23-1.5-5-2 — Indiana Code / Title 23 / Article 1.5 / Chapter 5 / Section 23-1.5-5-2
Revocation of certificate of admission
Status: in_force

Sec. 2. The certificate of admission of any foreign corporation admitted to render professional services in Indiana may be revoked at any time by the secretary of state:

(1) as provided by IC 23-0.5-5-11; or

(2) for failure to comply with this article.

As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987, SEC.279; P.L.118-2017, SEC.32.
Ind. Code § 23-14-64-1 — Indiana Code / Title 23 / Article 14 / Chapter 64 / Section 23-14-64-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies whenever the board of directors of a cemetery association existing under any Indiana statute before March 9, 1939, determines by a majority vote to convey the real estate belonging to the association to the township in which the association's cemetery is located.

As added by P.L.52-1997, SEC.38.
Ind. Code § 23-14-40-4 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-4
Burial rights held in joint tenancy by husband and wife
Status: in_force

Sec. 4. If the owners of burial rights held in joint tenancy are husband and wife, the title shall be recognized as a tenancy by the entirety, and the right of interment, entombment, or inurnment shall be vested and controlled equally by both while living, or, after the death of one (1) spouse, by the surviving spouse or the surviving spouse's successor in interest.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-2.5-1-19 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-19
"Loan processing company"
Status: in_force

Sec. 19. "Loan processing company" means a person that:

(1) performs loan processing activities for compensation; and

(2) holds itself out to the public as engaging in loan processing activities.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-48-9 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-9
Violation of chapter
Status: in_force

Sec. 9. (a) Except as otherwise provided in subsections (b) and (c), a person who knowingly violates this chapter commits a Class A misdemeanor.

(b) A person who makes a false or fraudulent representation as to the existence, amount, investment, control, or condition of a perpetual care fund of a cemetery for the purpose of inducing another to purchase any burial right commits a Class C infraction.

(c) A person who knowingly or intentionally uses funds in a perpetual care fund established under this chapter for purposes other than the perpetual care of the cemetery for which the perpetual care fund was established commits a Level 5 felony.

As added by P.L.52-1997, SEC.22. Amended by P.L.113-2007, SEC.4; P.L.158-2013, SEC.266; P.L.33-2019, SEC.7.
Ind. Code § 23-1-52-4 — Indiana Code / Title 23 / Article 1 / Chapter 52 / Section 23-1-52-4
Court order for inspection and copying; costs; restrictions
Status: in_force

Sec. 4. (a) If a corporation does not allow a shareholder who complies with section 2(a) of this chapter to inspect and copy any records required by that subsection to be available for inspection, the circuit or superior court of the county where the corporation's principal office (or, if none in Indiana, its registered office) is located may order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with sections 2(b) and 2(c) of this chapter may apply to the circuit or superior court in the county where the corporation's principal office (or, if none in Indiana, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it shall impose the restrictions provided by section 5 of this chapter on the use and distribution of the records by the demanding shareholder.

As added by P.L.149-1986, SEC.36.
Ind. Code § 23-13-11-1 — Indiana Code / Title 23 / Article 13 / Chapter 11 / Section 23-13-11-1
Adoption of common names
Status: in_force

Sec. 1. Whenever any boards of trustees or any number thereof, organized before August 17, 1855, under any general or special law of this state for the purpose of establishing a high school, academy, college, or university, may desire to assume a common name, it shall and may be lawful for such board or boards, by resolution, to be entered upon its or their respective record or records, to adopt such common name as shall be agreed upon.

Formerly: Acts 1855, c.89, s.1. As amended by P.L.34-1987, SEC.354.
Ind. Code § 23-1-26-5 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-5
Rights, options, or warrants
Status: in_force

Sec. 5. (a) A corporation, acting through its board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration, and may (but need not) be issued pro rata.

(b) The terms and conditions of the rights, options, or warrants, including the rights, options, or warrants outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:

(1) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by:

(A) a person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation; or

(B) a transferee of the person described in clause (A); or

(2) invalidate or void the rights, options, or warrants held by the person described in subdivision (1)(A) or a transferee described in subdivision (1)(B).

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.17.
Ind. Code § 23-0.5-1.5-6 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-6
"Economic interest"
Status: in_force

Sec. 6. "Economic interest" means an interest holder's economic rights in an entity, including the interest holder's share of the profits and losses of the entity and the right to receive distributions from the entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.3-1-5 — Indiana Code / Title 23 / Article 1.3 / Chapter 1 / Section 23-1.3-1-5
Articles of incorporation and bylaws consistent with this article
Status: in_force

Sec. 5. The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede this article.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2.5-11-11 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-11
Action to enjoin; other relief
Status: in_force

Sec. 11. (a) If the commissioner believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business that:

(1) is; or

(2) materially aids;

a violation of this article or a rule adopted or an order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or an order issued under this article.

(b) In an action under this section and on a proper showing, the court may:

(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(2) order other appropriate or ancillary relief, including:

(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator;

(B) ordering a receiver or conservator appointed under clause (A) to:

(i) take control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits;

(ii) collect debts; and

(iii) acquire and dispose of property;

(C) imposing a civil penalty of not more than ten thousand dollars ($10,000) per violation and an order of rescission, restitution, or disgorgement directed to the person that has engaged in an act, practice, or course of business constituting a violation of this article or a rule adopted or an order issued under this article; and

(D) ordering the payment of prejudgment and postjudgment interest; or

(3) order other relief that the court considers appropriate.

(c) The commissioner may not be required to post a bond in an action or a proceeding under this article.

(d) Penalties collected under this section must be deposited in the securities division enforcement account established by IC 23-19-6-1(f).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-1-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 1 / Section 23-0.5-1-5
Rules and procedures
Status: in_force

Sec. 5. The secretary of state may:

(1) adopt rules under IC 4-22-2 to administer this article; and

(2) prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this article.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-4-4 — Indiana Code / Title 23 / Article 17 / Chapter 4 / Section 23-17-4-4
Challenges based on corporate power to act
Status: in_force

Sec. 4. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general or a director.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-34-5 — Indiana Code / Title 23 / Article 14 / Chapter 34 / Section 23-14-34-5
Requirements for recorded surveys and plats
Status: in_force

Sec. 5. A survey and plat recorded under this chapter must:

(1) show all lots, walks, and drives in the cemetery, all with descriptive names and numbers; and

(2) include a proper instrument in writing, duly executed and acknowledged by the owner, dedicating the property to cemetery purposes.

As added by P.L.52-1997, SEC.8.
Ind. Code § 23-0.5-9-45 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-45
Articles of merger
Status: in_force

Sec. 45. (a) The secretary of state shall collect the following fees for filing articles of merger electronically:

(1) Seventy-five dollars ($75), in the case of a for-profit entity.

(2) Twenty dollars ($20), in the case of a nonprofit corporation.

(b) The secretary of state shall collect the following fees for filing articles of merger in a manner other than electronically:

(1) Ninety dollars ($90), in the case of a for-profit entity.

(2) Thirty dollars ($30), in the case of a nonprofit corporation.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-37-7 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-7
"Proceeding" defined
Status: in_force

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-2-6-18 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-18
Persons permitted to offer transactions under IC 23-2-6-17
Status: in_force

Sec. 18. (a) The prohibitions set forth in section 17 of this chapter do not apply to any transaction offered by any of the following persons (or any employee, officer, or director of the person who is acting solely in that capacity) if the person is the purchaser or seller in the transaction:

(1) A person:

(A) who is registered with the Commodity Futures Trading Commission as a futures commission merchant, a leverage transaction merchant, an introducing broker, or an associated person of an introducing broker; and

(B) whose activities require that registration.

(2) A person registered with the Securities and Exchange Commission as a broker-dealer whose activities require that registration.

(3) A person:

(A) who is affiliated with; and

(B) whose obligations and liabilities under the transaction are guaranteed by;

a person described in subdivision (1) or (2).

(4) A person who is a member of a contract market designated by the Commodity Futures Trading Commission or any clearinghouse of the Commodity Futures Trading Commission.

(5) A financial institution.

(6) A person registered in Indiana as a securities broker-dealer whose activities require that registration.

(b) The exemption provided by subsection (a) does not apply to any transaction or activity that is prohibited by the Commodity Exchange Act or by a CFTC rule.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1-37-1 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-1
"Corporation" defined
Status: in_force

Sec. 1. As used in this chapter, "corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-14-40-1 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to:

(1) all burial rights in cemeteries organized or created after June 14, 1939; and

(2) cemeteries that:

(A) were in existence on June 14, 1939; and

(B) do not have a rule or regulation in conflict with this chapter.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-14-47-1 — Indiana Code / Title 23 / Article 14 / Chapter 47 / Section 23-14-47-1
Establishment of rules and regulations
Status: in_force

Sec. 1. (a) Subject to subsection (b), a cemetery owner has the right to establish reasonable rules and regulations regarding the:

(1) type;

(2) material;

(3) design;

(4) composition; and

(5) finish;

of any commodity to be used or installed in the cemetery.

(b) After June 30, 2022, a cemetery owner may not do the following:

(1) Require a person purchasing burial rights in the cemetery under a contract subject to IC 30-2-13-12.5 to have a vault installed in the cemetery before the death of the purchaser.

(2) Allow any other person providing services or commodities to a person purchasing burial rights in the cemetery to install a vault in the cemetery before the death of the purchaser.

As added by P.L.52-1997, SEC.21. Amended by P.L.113-2022, SEC.7.
Ind. Code § 23-0.5-1.5-12 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-12
"Foreign"
Status: in_force

Sec. 12. "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-2-1 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-1
Organization; purpose; regulation
Status: in_force

Sec. 1. (a) A limited liability company may:

(1) be organized under this article for any business, personal, or nonprofit purpose; and

(2) conduct business in any state for any lawful purpose;

unless a more limited purpose is set forth in its articles of organization.

(b) A limited liability company must comply with any statute that regulates the limited liability company's business.

As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.6.
Ind. Code § 23-1.3-9-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 9 / Section 23-1.3-9-1
Limit on actions
Status: in_force

Sec. 1. A person may not, except in a benefit enforcement proceeding, bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following:

(1) The failure to pursue or create:

(A) general public benefit; or

(B) a specific public benefit identified in the benefit corporation's articles of incorporation.

(2) A violation of an obligation, duty, or standard of conduct under this article.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-0.5-1.5-17 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-17
"Interest holder"
Status: in_force

Sec. 17. "Interest holder" means:

(1) a shareholder of a business corporation;

(2) a member of a nonprofit corporation;

(3) a general partner of a general partnership;

(4) a general partner of a limited partnership;

(5) a limited partner of a limited partnership;

(6) a member of a limited liability company; or

(7) any other direct holder of an interest.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-31-36 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-36
Time; human remains containing hazardous materials; exceptions
Status: in_force

Sec. 36. (a) Except:

(1) when waived in writing by the city or county health officer where the death occurred; or

(2) as provided in subsection (d);

human remains shall not be cremated less than forty-eight (48) hours after the time of death as indicated on the medical certificate of death or the coroner's certificate.

(b) Except as provided in subsection (a), unless the crematory authority has received specific instructions to the contrary on the cremation authorization form, a crematory authority may schedule the actual cremation to be performed at the authority's convenience at any time after the human remains have been delivered to the crematory authority.

(c) A crematory authority shall not cremate human remains when the authority has actual knowledge that the human remains contain a pacemaker or other material or implant that may be potentially hazardous to the individual performing the cremation.

(d) The mandatory delay of forty-eight (48) hours imposed by subsection (a) does not apply to the cremation of the remains of a person:

(1) who died in another state; and

(2) whose remains are transported to Indiana by:

(A) a licensed funeral director; or

(B) the agent of a licensed funeral director;

for the purpose of cremation at an Indiana crematory;

if the funeral director or funeral director's agent obtains the documents required for cremation by the state in which the death occurred.

As added by P.L.231-1995, SEC.2. Amended by P.L.52-1997, SEC.6.
Ind. Code § 23-14-46-4 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-4
Restrictions on imposition of monetary penalty
Status: in_force

Sec. 4. The owner of a cemetery may not, because of the nonpayment of periodic care charges, impose a monetary penalty that attaches against a burial space if:

(1) the burial space was conveyed by the cemetery after June 14, 1939, and the conveyance was subject to IC 23-14-48 or IC 23-14-1-12 (before its repeal); or

(2) the owner of the burial space or the owner's heirs or representatives can document previous payment of perpetual care or endowed care charges.

As added by P.L.52-1997, SEC.20.
Ind. Code § 23-14-33-15 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-15
"Crematory"
Status: in_force

Sec. 15. "Crematory" means a building or structure, including a holding facility, within which the remains of deceased individuals:

(1) are; or

(2) are intended to be;

cremated.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-1.3-1-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 1 / Section 23-1.3-1-1
Application of article
Status: in_force

Sec. 1. This article is applicable to all benefit corporations.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-45-2 — Indiana Code / Title 23 / Article 1 / Chapter 45 / Section 23-1-45-2
Proposal for dissolution; notice; adoption by shareholders
Status: in_force

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors (acting under subsection (c)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.

(f) After a proposal for dissolution is adopted, the corporation shall give the notices required by IC 6-8.1-10-9 and IC 22-4-32-23.

As added by P.L.149-1986, SEC.29. Amended by P.L.107-1987, SEC.22; P.L.145-1988, SEC.6; P.L.31-1995, SEC.4; P.L.2-2002, SEC.73; P.L.141-2021, SEC.8.
Ind. Code § 23-0.5-9-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-2
Articles of amendment; domestic business corporation
Status: in_force

Sec. 2. The secretary of state shall collect the following fees for filing articles of amendment to the articles of incorporation of a domestic business corporation:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-59-1 — Indiana Code / Title 23 / Article 14 / Chapter 59 / Section 23-14-59-1
Immunity from liability
Status: in_force

Sec. 1. A cemetery owner or anyone acting on behalf of a cemetery owner is not liable in any action for:

(1) a burial, entombment, or inurnment in the wrong lot, grave, grave space, burial space, crypt, crypt space, or niche;

(2) a disinterment, disentombment, or disinurnment of the wrong deceased remains;

(3) a repositioning of the remains of a deceased that encroach upon an adjacent lot, space, grave, grave space, or burial space;

(4) setting or installing a marker, monument, any type of memorial, or an outer burial container on the wrong lot, space, grave, grave space, or burial space; or

(5) installing any kind of foundation or other type of base for a marker, monument, or any type of memorial on the wrong lot or burial space.

As added by P.L.52-1997, SEC.33.
Ind. Code § 23-7-8-1 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-1
Definitions
Status: in_force

Sec. 1. As used in this chapter:

"Bona fide employee" means a person who is a regular, nontemporary employee of a charitable organization under the direct and exclusive control of the organization. The term does not include a person that:

(1) solicits contributions for a charitable organization under the direction, supervision, instruction, or employ of a professional solicitor;

(2) is engaged or employed as a professional solicitor by any other person; or

(3) solicits contributions for more than one (1) charitable organization.

"Charitable organization" means any organization described in Section 501 of the federal Internal Revenue Code.

"Contribution" means a promise or pledge of money, a payment, or any other rendition of property or service. It does not include the payment of membership dues, fines or assessments, or payments for property sold or services rendered by the charitable organization, if not sold or rendered in connection with a solicitation, and does not include a charitable organization that resells used clothing or household items.

"Division" means the consumer protection division, office of the attorney general.

"Person" includes any individual, organization, trust foundation, association, partnership, limited liability company, or corporation.

"Professional fundraiser consultant" means any person who is hired for a fee to plan, manage, advise, or act as a consultant in connection with soliciting contributions for, or on behalf of, a charitable organization, but who does not actually solicit contributions as a part of the person's services or employ, procure, or engage a compensated person to solicit contributions. The term does not include a charitable organization, or a bona fide officer, employee, member, or volunteer of a charitable organization, that solicits on its own behalf.

"Professional solicitor" means a person who, for a financial consideration, solicits contributions for, or on behalf of, a charitable organization, either personally or through agents or employees specifically employed for that purpose, including agents or employees specifically employed by or for a charitable organization who solicit contributions under the direction, supervision, or instruction of a professional solicitor. The term does not include a charitable organization, or an officer, a bona fide employee, or a volunteer of a charitable organization, that solicits on its own behalf.

"Solicit" means:

(1) to request, other than as described in subdivision (2), directly or indirectly, financial assistance in any form on the representation that the financial assistance will be used for a charitable purpose; or

(2) to sell, offer, or attempt to sell any advertisement, advertising space, membership, or tangible item:

(A) in connection with which any appeal is made for any charitable organization or purpose;

(B) where the name of any charitable organization is used or referred to in any appeal made for any charitable organization as an inducement or reason for making a sale described in this subdivision; or

(C) when or where in connection with a sale described in this subdivision any statement is made that the whole or any part of the proceeds from the sale will be used for any charitable purpose or benefit any charitable organization.

A solicitation shall be considered to have taken place whether or not the person making the solicitation receives any contribution.

As added by P.L.245-1983, SEC.1. Amended by P.L.12-1986, SEC.2; P.L.248-1987, SEC.1; P.L.24-1989, SEC.2; P.L.8-1993, SEC.319; P.L.135-1999, SEC.7; P.L.245-2005, SEC.1.
Ind. Code § 23-0.6-5-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-1
Authorization of domestication
Status: in_force

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-4-1-3 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-3
Interpretation of knowledge and notice
Status: in_force

Sec. 3. (1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(a) states the fact to such person; or

(b) delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

Formerly: Acts 1949, c.114, s.3. As amended by P.L.34-1987, SEC.288.
Ind. Code § 23-1-20-8.5 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-8.5
"Electronic transmission" or "electronically transmitted"
Status: in_force

Sec. 8.5. "Electronic transmission" or "electronically transmitted" means the transmission of an electronic record (as defined in IC 26-2-8-102(9)). The time and place of sending and of delivery by electronic means is governed by IC 26-2-8-114.

As added by P.L.133-2009, SEC.10.
Ind. Code § 23-2.5-3-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 3 / Section 23-2.5-3-6
Registered mortgage loan originator license not required
Status: in_force

Sec. 6. A registered mortgage loan originator is not required to obtain a license under this article.

As added by P.L.205-2021, SEC.4.
Ind. Code § 23-14-63-3 — Indiana Code / Title 23 / Article 14 / Chapter 63 / Section 23-14-63-3
Requirements of petitioners
Status: in_force

Sec. 3. The persons filing a petition under section 2 of this chapter must:

(1) state in the petition that the corporation would have at the time of taking over the cemetery an endowment or perpetual care fund of at least one thousand dollars ($1,000);

(2) agree to increase the balance in the fund to an amount sufficient to produce enough interest to keep the cemetery in proper condition; and

(3) agree to:

(A) keep the cemetery in good order; and

(B) honestly and faithfully manage the cemetery.

As added by P.L.52-1997, SEC.37.
Ind. Code § 23-15-12-3 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-3
Unlawful practices
Status: in_force

Sec. 3. After December 31, 2017, it is unlawful for a business entity that is not a cooperative entity to:

(1) use the term:

(A) "cooperative"; or

(B) "co-op";

or a derivative of a term listed in clauses (A) and (B) as part of the name or title of the business entity if the use of the term would create a substantial likelihood of misleading the public by implying that the business entity is a cooperative entity; or

(2) advertise or represent the business entity to the public, its customers, or prospective customers:

(A) as a cooperative entity; or

(B) as an entity operating on a cooperative basis.

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-0.5-9-38 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-38
Electronic notice of transfer of reserved name
Status: reserved

Sec. 38. The secretary of state shall collect a fee of ten dollars ($10) for filing an electronic notice of transfer of reserved name.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-20-1-15 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-15
Assistance limited to one claimant per victim
Status: in_force

Sec. 15. The division may not award restitution assistance under this chapter to more than one (1) claimant per victim.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-18.1-2-9 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-9
"Series limited liability company"
Status: in_force

Sec. 9. "Series limited liability company" means a master limited liability company that has designated one (1) or more series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-16-2-6 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-6
Records to be kept
Status: in_force

Sec. 6. (a) Each limited partnership shall keep at the office required under section 3(a) of this chapter (before its repeal) or IC 23-0.5-4 the following:

(1) A current list of the full name and last known mailing address of each partner (specifying separately the general partners and the limited partners) in alphabetical order.

(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.

(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years.

(4) Copies of the partnership agreement, any amendments to the partnership agreement, any amended and restated partnership agreements, and any financial statements of the limited partnership for the three (3) most recent years.

(5) Unless contained in a partnership agreement:

(A) the amount of cash and a description and statement of the value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.62.
Ind. Code § 23-16-5-2 — Indiana Code / Title 23 / Article 16 / Chapter 5 / Section 23-16-5-2
Events of withdrawal
Status: in_force

Sec. 2. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as provided in IC 23-16-7-2.

(2) The general partner ceases to be a member of the limited partnership as provided in IC 23-16-8-2.

(3) The general partner is removed as a general partner in accordance with the partnership agreement.

(4) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, the general partner:

(A) makes an assignment for the benefit of creditors;

(B) files a voluntary petition in bankruptcy;

(C) is adjudged a bankrupt or an insolvent, or an order of relief is entered against the general partner in any bankruptcy or insolvency proceeding;

(D) files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding described in clause (D); or

(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties.

(5) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners:

(A) in the case of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, rule, or regulation, the continuation of the proceeding, without dismissal, one hundred twenty (120) days after the proceeding was commenced; or

(B) in the case of the appointment, without the general partner's consent or acquiescence, of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the absence of any order vacating or staying the appointment within ninety (90) days after the appointment, or, if the appointment is stayed, the absence of any order vacating the appointment within ninety (90) days after the stay expires.

(6) In the case of a general partner who is an individual:

(A) the general partner dies; or

(B) an order is entered by a court adjudicating the general partner incompetent to manage the general partner's own person or property.

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the trust terminates (but not merely the substitution of a new trustee).

(8) In the case of a general partner that is a separate partnership, the separate partnership dissolves and winding up is commenced.

(9) In the case of a general partner that is a corporation, a certificate of dissolution, or its equivalent, is filed for the corporation or the corporation's charter is revoked.

(10) In the case of a general partner that is an estate, the fiduciary distributes the estate's entire interest in the limited partnership.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-19-7-8 — Indiana Code / Title 23 / Article 19 / Chapter 7 / Section 23-19-7-8
Considerations in determining amount of award
Status: in_force

Sec. 8. In determining the amount of an award to be paid under this chapter, the commissioner shall consider:

(1) the significance of the original information provided by the informant to the successful enforcement of the judicial or administrative action under this article;

(2) the degree of assistance or cooperation provided by the informant in connection with the judicial or administrative proceedings;

(3) the programmatic interest of the commissioner in deterring a violation of this article by making awards to informants who provide original information leading to the successful enforcement of this article; and

(4) any other factors the commissioner considers relevant.

As added by P.L.85-2012, SEC.6.
Ind. Code § 23-17-11-7 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-7
Election of directors; cumulative voting
Status: in_force

Sec. 7. (a) Unless otherwise provided in articles of incorporation or bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(b) Members may not cumulate votes for directors unless articles of incorporation or bylaws so provide.

(c) A statement included in articles of incorporation or bylaws that states all or a designated class of members is "entitled to cumulate their votes for directors" (or similar words) means that the members designated may do the following:

(1) Multiply the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote.

(2) Cast the product for a single candidate or distribute the product among at least two (2) candidates.

(d) Cumulative voting may not occur at a particular meeting unless either of the following occur:

(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.

(2) A member who has the right to cumulate the member's votes gives notice at least forty-eight (48) hours before the time set for the meeting of the member's intent to cumulate the members' votes during the meeting, and if one (1) member gives this notice, all other members of the same class participating in the election are entitled to cumulate the members' votes without giving further notice.

(e) A director elected by cumulative voting may be removed by the members without cause if the requirements of IC 23-17-12-8 are met unless the following occur:

(1) The votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted.

(2) The entire number of directors authorized at the time of the director's most recent election were then being elected.

(f) Members may not cumulatively vote if the directors and members are identical.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-18-1-7 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-7
"Distribution"
Status: in_force

Sec. 7. "Distribution" means a direct or an indirect transfer of money or other property or the incurrence or the transfer of indebtedness by a limited liability company to or for the benefit of its members in respect of their interests in the limited liability company. A distribution may be in the form of a declaration or payment of a dividend, purchase, redemption, or other acquisition of an interest, a distribution of indebtedness, or otherwise. The term does not include:

(1) amounts constituting reasonable compensation for past or present services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefit program; or

(2) the making of or payment or performance upon a bona fide guaranty or similar arrangement by a limited liability company to or for the benefit of its members.

However, the failure of an amount to satisfy subdivision (1), or of a payment or performance to satisfy subdivision (2), is not determinative of whether the amount, payment, or performance is a distribution.

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.26; P.L.40-2013, SEC.5.
Ind. Code § 23-16-5-3 — Indiana Code / Title 23 / Article 16 / Chapter 5 / Section 23-16-5-3
General powers and liabilities
Status: in_force

Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners.

(b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

(c) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-22-1 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-1
Corporations without members; corporations that have not commenced business; articles of dissolution; contents
Status: in_force

Sec. 1. A majority of the incorporators or initial directors of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following:

(1) The name of the corporation.

(2) The date of the corporation's incorporation.

(3) Either:

(A) that no membership in the corporation has been issued; or

(B) that the corporation has not commenced business.

(4) That no debt of the corporation remains unpaid.

(5) That a majority of the incorporators or initial directors authorized the dissolution.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-5-1-10 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-10
Repealed
Status: repealed

Formerly: Acts 1963, c.353, s.10. As amended by P.L.149-1986, SEC.49. Repealed by P.L.34-1997, SEC.28.
Ind. Code § 23-2-2.5-46 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-46
Liability for performance of official duties
Status: in_force

Sec. 46. Neither the secretary of state nor the commissioner, nor any employee of the securities division shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under the provisions of this chapter.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-1-19-1 — Indiana Code / Title 23 / Article 1 / Chapter 19 / Section 23-1-19-1
Powers
Status: in_force

Sec. 1. The secretary of state has the power reasonably necessary to perform the duties required by this article.

As added by P.L.149-1986, SEC.3.
Ind. Code § 23-2.5-9-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-6
Loan processor; federal law compliance
Status: in_force

Sec. 6. A loan processor shall comply with all of the following:

(1) The federal Truth in Lending Act (15 U.S.C. 1601 et seq.).

(2) The federal Real Estate Settlement Procedures Act (12 U.S.C. 2601 et seq.).

(3) The federal Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.).

(4) Any other federal law concerning residential mortgage lending.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-9-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-3
Loan processing company breach; disclosure
Status: in_force

Sec. 3. If a breach occurs of the security of records that:

(1) are maintained by a loan processing company under this chapter; and

(2) contain the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers;

the loan processing company is subject to the disclosure requirements under IC 24-4.9-3. However, this section does not apply if the loan processor is exempt from the disclosure requirements under IC 24-4.9-3-4.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2-6-11 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-11
"Commodity sales representative" defined
Status: in_force

Sec. 11. As used in this chapter, "commodity sales representative" means a person who:

(1) is acting for a commodity broker-dealer in executing or attempting to execute a transaction in a commodity contract or a commodity option; and

(2) is authorized to take those actions by the commodity broker-dealer.

As added by P.L.177-1991, SEC.10. Amended by P.L.1-1992, SEC.115.
Ind. Code § 23-1-22-5 — Indiana Code / Title 23 / Article 1 / Chapter 22 / Section 23-1-22-5
Challenging corporation's power to act; ultra vires acts
Status: in_force

Sec. 5. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged:

(1) in a proceeding by a shareholder against the corporation to enjoin the act;

(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) in a proceeding by the attorney general under IC 23-1-47-1.

(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

As added by P.L.149-1986, SEC.6.
Ind. Code § 23-2-2.5-37 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-37
Violations; felony
Status: in_force

Sec. 37. A person who knowingly violates this chapter commits a Level 5 felony.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by Acts 1978, P.L.2, SEC.2307; P.L.158-2013, SEC.262.
Ind. Code § 23-17-8-1 — Indiana Code / Title 23 / Article 17 / Chapter 8 / Section 23-17-8-1
Resignation; liability for obligations
Status: in_force

Sec. 1. (a) A member may resign at any time.

(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made before a resignation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-12-5.1 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-5.1
Repealed
Status: repealed

As added by P.L.228-1995, SEC.19. Amended by P.L.63-2014, SEC.17; P.L.119-2015, SEC.48. Repealed by P.L.118-2017, SEC.82.
Ind. Code § 23-14-58-1 — Indiana Code / Title 23 / Article 14 / Chapter 58 / Section 23-14-58-1
Authority to abandon certain cemeteries; removal of bodies
Status: in_force

Sec. 1. If a cemetery in Indiana:

(1) is under the ownership or control of any church or religious society;

(2) is located within a city or town;

(3) may have been, for at least twenty (20) years, abandoned as a place of burial of the dead; and

(4) has become, in the judgment of the members or governing body of the church or religious society, impracticable and undesirable to maintain due to the growth of the city or town in which it is located;

the church or religious society may abandon the cemetery and cause the bodies buried within the cemetery to be removed under the conditions set forth in this chapter.

As added by P.L.52-1997, SEC.32.
Ind. Code § 23-17-22-2 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-2
Proposals by board; conditions for adoption; notice
Status: in_force

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.
Ind. Code § 23-14-41-6 — Indiana Code / Title 23 / Article 14 / Chapter 41 / Section 23-14-41-6
Affidavit permitting use of family burial plot
Status: in_force

Sec. 6. An affidavit that sets forth:

(1) the fact of the death of the record owner of the burial rights in a family burial plot; and

(2) the name of the individual or individuals who are entitled to use the family burial plot in accordance with this chapter;

is complete authority to the cemetery to permit the use of the unoccupied portions of the family burial plot by the individual or individuals who are shown by the affidavit to be entitled to use the family burial plot.

As added by P.L.52-1997, SEC.15.
Ind. Code § 23-1-26-1 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-1
Subscription agreements
Status: in_force

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 2 of this chapter.

As added by P.L.149-1986, SEC.10.
Ind. Code § 23-0.5-1.5-23 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-23
"Noncommercial registered agent"
Status: in_force

Sec. 23. "Noncommercial registered agent" means a person that is not a commercial registered agent and is:

(1) an individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or

(2) an individual who holds the office or other position in an entity which is designated as the registered agent under IC 23-0.5-4-3(b)(2).

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-44-4 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-4
"Interest"
Status: in_force

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.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-1-43-9 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-9
"Exchange Act" defined
Status: in_force

Sec. 9. As used in this chapter, "Exchange Act" means the Act of Congress known as the Securities Exchange Act of 1934, as amended.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-2-4-16 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-16
Termination of bankrupt home; payments to residents from fund; subrogation rights of board
Status: in_force

Sec. 16. (a) If a continuing care retirement community is bankrupt and the operation of the continuing care retirement community is terminated, the board of directors shall, subject to the approval of the commissioner, distribute from the guaranty association fund established in section 13 of this chapter to the living residents of the continuing care retirement community an aggregate amount not to exceed one-half (1/2) of the amount in the fund at the time of disbursement. The amount each living resident is entitled to receive shall be prorated, based on the total amount paid on behalf of the resident by the contracting party under the continuing care agreement. In no event may the amount paid to an individual resident under this section exceed the total amount paid on behalf of that resident under the continuing care agreement, less the total value of services received under the agreement.

(b) Any living resident of the continuing care retirement community shall, if the resident executed a continuing care agreement before July 1, 2009, be eligible to receive distributions under subsection (a), regardless of whether any contribution to the guaranty association fund has been made on behalf of the resident.

(c) A resident compensated under this section assigns the resident's rights under the continuing care agreement, to the extent of compensation received under this section, to the board of directors on behalf of the fund. The board of directors may require an assignment of those rights by a resident to the board, on behalf of the fund, as a condition precedent to the receipt of compensation under this section. The board of directors, on behalf of the fund, is subrogated to these rights against the assets of a bankrupt or dissolved provider. Any monies or property collected by the board of directors under this subsection shall be deposited in the fund.

(d) The subrogation rights of the board of directors, on behalf of the fund, have the same priority against the assets of the bankrupt or dissolved provider as those possessed by the resident under the continuing care agreement.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.4; P.L.153-2009, SEC.13; P.L.160-2015, SEC.1.
Ind. Code § 23-18-4-8 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-8
Records; inspection; full disclosure; omissions
Status: in_force

Sec. 8. (a) A limited liability company must keep at its principal office the following records and information:

(1) A list with the full name and last known mailing address of each member and manager, if any, of the limited liability company from the date of organization.

(2) A copy of the articles of organization and all amendments.

(3) Copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period.

(4) Copies of any written operating agreements and all amendments and copies of any written operating agreements no longer in effect.

(5) Unless otherwise set forth in a written operating agreement, a writing setting out the following:

(A) The amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made.

(B) The events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

(C) Other writings, if any, required by the operating agreement.

(b) A member may, at the member's own expense, inspect and copy the limited liability company records described in subsection (a) where the records are located during ordinary business hours if the member gives the limited liability company written notice of the member's request at least five (5) business days before the date on which the member wishes to inspect and copy the records.

(c) Unless greater rights of access to records or other information are provided in a written operating agreement, members or managers, if any, shall give to the extent the circumstances allow just, reasonable, true, and full information of all things affecting the members to any member or to the legal representative of any deceased member or of any member under legal disability upon reasonable demand for any purpose reasonably related to a member's interest as a member of the limited liability company.

(d) If a limited liability company is managed by one (1) or more managers, a member or the legal representative of a deceased member or a member under a legal disability may obtain information under subsection (c) only if:

(1) the member makes the request at least five (5) business days before the date on which the member wishes to obtain the information;

(2) the member makes the request in good faith and for a proper purpose;

(3) the member describes with reasonable particularity the member's purpose and the information that the member wishes to obtain; and

(4) the information is directly connected to the member's purpose.

(e) Failure of the limited liability company to keep or maintain the records or information required by this section is not grounds for imposing liability on any member for the debts and obligations of the limited liability company.

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.28; P.L.1-2007, SEC.163.
Ind. Code § 23-0.6-1.5-18 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-18
"Merging entity"
Status: in_force

Sec. 18. "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-18-2-8 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-8
Repealed
Status: repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002, SEC.105; P.L.119-2015, SEC.70; P.L.170-2016, SEC.15. Repealed by P.L.118-2017, SEC.98.
Ind. Code § 23-17-2-18 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-18
"Membership"
Status: in_force

Sec. 18. "Membership" means the rights and obligations a member has under a corporation's articles of incorporation, bylaws, and this article.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-18.1-6-9 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-9
Biennial report
Status: in_force

Sec. 9. (a) The master limited liability company shall file a biennial report as required under IC 23-0.5-2-13.

(b) A biennial report of the master limited liability company serves as the biennial report for each series of the master limited liability company.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.117.
Ind. Code § 23-1-21-3 — Indiana Code / Title 23 / Article 1 / Chapter 21 / Section 23-1-21-3
Date of corporate existence; filing of articles as evidence of valid existence
Status: in_force

Sec. 3. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

As added by P.L.149-1986, SEC.5.
Ind. Code § 23-0.6-6-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 6 / Section 23-0.6-6-1
Application and construction
Status: in_force

Sec. 1. In applying and construing this article, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-18.1-4-7 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-7
Cease to be manager of series; limitation of effect
Status: in_force

Sec. 7. Except as otherwise provided in an operating agreement, any event under this article or in an operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager of the master limited liability company or with respect to any other series of the master limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-14-67-2 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-2
County cemetery commission
Status: in_force

Sec. 2. (a) The board of commissioners of a county may appoint a county cemetery commission consisting of five (5) residents of the county.

(b) The members of a county cemetery commission shall be appointed for a term of five (5) years. The board of county commissioners shall stagger the terms of the members to permit the appointment or a reappointment of one (1) commission member per year.

As added by P.L.52-1997, SEC.41.
Ind. Code § 23-19-4-6 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-6
Application for initial registration; requirements; amendments; national criminal history background check for investment adviser representative; effective date; renewal; conditions and waivers
Status: in_force

Sec. 6. (a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with IC 23-19-6-11, satisfying the examination requirements of IC 23-19-4.3, and paying the fee specified in section 10 of this chapter and any reasonable fees charged by the designee of the commissioner for processing the filing. The application must contain:

(1) the information or record required for the filing of a uniform application; and

(2) upon request by the commissioner, any other financial or other information or record that the commissioner determines is appropriate.

(b) If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) At the time of application for an initial registration as an investment adviser representative under this article, the commissioner shall require each applicant to submit fingerprints for a national criminal history background check (as defined in IC 10-13-3-12) by the Federal Bureau of Investigation, for use by the commissioner in determining whether the applicant should be denied registration under this chapter for any reason set forth in section 12(d) of this chapter. The applicant shall pay any fees or costs associated with the fingerprints and background check required under this subsection.

(d) If an order is not in effect and a proceeding is not pending under section 12 of this chapter, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this article may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.

(e) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under section 12 of this chapter, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this article, by paying the fee specified in section 10 of this chapter, and by paying costs charged by the designee of the commissioner for processing the filings.

(f) A rule adopted or order issued under this article may impose other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this article may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

As added by P.L.27-2007, SEC.23. Amended by P.L.114-2010, SEC.9; P.L.41-2026, SEC.3.
Ind. Code § 23-14-65-20 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-20
Awarding of contracts
Status: in_force

Sec. 20. A cemetery board shall award contracts in accordance with IC 5-16-1 and IC 5-17-1.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-14-56-3 — Indiana Code / Title 23 / Article 14 / Chapter 56 / Section 23-14-56-3
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.30.
Ind. Code § 23-16-3-1 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-1
Partnership agreement
Status: in_force

Sec. 1. (a) A limited partnership must have a partnership agreement. Except as provided in IC 23-16-8-2 and IC 23-16-8-4, a person has the rights, and is subject to the liabilities, of a general partner only if the person has signed a partnership agreement in person or by an attorney-in-fact.

(b) The partnership agreement of a limited partnership may be amended from time to time. Unless the partnership agreement provides otherwise, an amendment of the partnership agreement may be made only with the written consent of each limited partner who may be adversely affected by an amendment that would accomplish any of the following:

(1) Increase the obligations of any limited partner to make contributions.

(2) Alter the allocation for tax purposes of any items of income, gain, loss, deduction, or credit.

(3) Alter the manner of computing the distributions of any partner.

(4) Alter, except as provided in IC 23-16-4-2(a), the voting or other rights of any limited partner.

(5) Allow the obligation of a partner to make a contribution to be compromised by written consent of fewer than all partners.

(6) Alter the procedures for amendment of the partnership agreement.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-24-2 — Indiana Code / Title 23 / Article 17 / Chapter 24 / Section 23-17-24-2
Venue; parties; judicial authority; notice to attorney general
Status: in_force

Sec. 2. (a) Venue for a proceeding brought by the attorney general against a corporation or its officers or directors lies in Marion County. Venue for a proceeding brought by any other party named under section 1 of this chapter lies in the county where:

(1) a corporation's principal office is or was last located; or

(2) if the principal office is not located in Indiana, the corporation's registered office is or was last located.

(b) A director or a member does not have to be made a party to a proceeding to dissolve a corporation unless relief is sought against a director or a member individually.

(c) A court in a proceeding brought to dissolve a corporation may do the following:

(1) Issue injunctions.

(2) Appoint a receiver or custodian pendente lite with all powers and duties the court directs.

(3) Take other action required to preserve the corporate assets wherever located.

(4) Carry on the activities of the corporation until a full hearing can be held.

(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall give written notice without delay of the proceeding to the attorney general who may intervene.

As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.5.
Ind. Code § 23-2-2.5-41 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-41
Statements and documents filed with secretary of state as evidence
Status: in_force

Sec. 41. Copies of any statements and documents filed in the office of the secretary of state and of any records of the secretary of state certified by the commissioner are admissible in any civil or criminal proceeding under this chapter to the same effect as the original of such statement, document or record would be if actually produced.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-1.5-4-2 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-2
Cessation of professional services
Status: in_force

Sec. 2. (a) If a professional corporation ceases to render professional services, the corporation shall:

(1) amend its articles of incorporation to delete from its stated purposes the rendering of professional services; and

(2) conform to the requirements of IC 23-1 regarding its corporate name.

(b) The corporation may then continue in existence as a corporation under IC 23-1 and is no longer subject to this article.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-14-33-24 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-24
"Lawn crypt"
Status: in_force

Sec. 24. "Lawn crypt" means a vault that is:

(1) preset into the earth; and

(2) sold as a part of the sale of the lot, plot, burial space, or grave.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-46-3 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-3
Requirements
Status: in_force

Sec. 3. Rules and regulations adopted by a cemetery under section 1 of this chapter shall be:

(1) plainly printed or typewritten; and

(2) kept available for inspection and copying at the usual place for transacting the regular business of the cemetery.

As added by P.L.52-1997, SEC.20.
Ind. Code § 23-14-31-26 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-26
Priority among persons having right to serve as authorizing agent; persons who may not serve; disputes
Status: in_force

Sec. 26. (a) Except as provided in subsection (c), the following persons, in the priority listed, have the right to serve as an authorizing agent:

(1) A person:

(A) granted the authority to serve in a funeral planning declaration executed by the decedent under IC 29-2-19; or

(B) named in a United States Department of Defense form "Record of Emergency Data" (DD Form 93) or a successor form adopted by the United States Department of Defense, if the decedent died while serving in any branch of the United States Armed Forces (as defined in 10 U.S.C. 1481) and completed the form.

(2) An individual specifically granted the authority to serve in a power of attorney or a health care power of attorney executed by the decedent under IC 30-5-5-16 or a health care representative under IC 16-36-7.

(3) The individual who was the spouse of the decedent at the time of the decedent's death, except when:

(A) a petition to dissolve the marriage or for legal separation of the decedent and spouse is pending with a court at the time of the decedent's death, unless a court finds that the decedent and spouse were reconciled before the decedent's death; or

(B) a court determines the decedent and spouse were physically and emotionally separated at the time of death and the separation was for an extended time that clearly demonstrates an absence of due affection, trust, and regard for the decedent.

(4) The decedent's surviving adult child or, if more than one (1) adult child is surviving, the majority of the adult children. However, less than half of the surviving adult children have the rights under this subdivision if the adult children have used reasonable efforts to notify the other surviving adult children of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving adult children.

(5) The decedent's surviving parent or parents. If one (1) of the parents is absent, the parent who is present has authority under this subdivision if the parent who is present has used reasonable efforts to notify the absent parent.

(6) The decedent's surviving sibling or, if more than one (1) sibling is surviving, the majority of the surviving siblings. However, less than half of the surviving siblings have the rights under this subdivision if the siblings have used reasonable efforts to notify the other surviving siblings of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving siblings.

(7) A guardian appointed by a court under IC 29-3-5-3.

(8) The individual in the next degree of kinship under IC 29-1-2-1 to inherit the estate of the decedent or, if more than one (1) individual of the same degree is surviving, the majority of those who are of the same degree. However, less than half of the individuals who are of the same degree of kinship have the rights under this subdivision if they have used reasonable efforts to notify the other individuals who are of the same degree of kinship of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the individuals who are of the same degree of kinship.

(9) If none of the persons described in subdivisions (1) through (8) are available, or willing, to act and arrange for the final disposition of the decedent's remains, a stepchild (as defined in IC 6-4.1-1-3(f)) of the decedent. If more than one (1) stepchild survives the decedent, then a majority of the surviving stepchildren. However, less than half of the surviving stepchildren have the rights under this subdivision if they have used reasonable efforts to notify the other stepchildren of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the stepchildren.

(10) The person appointed to administer the decedent's estate under IC 29-1.

(11) If none of the persons described in subdivisions (1) through (10) are available, any other person willing to act and arrange for the final disposition of the decedent's remains, including a funeral home that:

(A) has a valid prepaid funeral plan executed under IC 30-2-13 that makes arrangements for the disposition of the decedent's remains; and

(B) attests in writing that a good faith effort has been made to contact any living individuals described in subdivisions (1) through (10).

(12) In the case of an indigent or other individual whose final disposition is the responsibility of the state or township, the following may serve as the authorizing agent:

(A) If none of the persons identified in subdivisions (1) through (11) are available:

(i) a public administrator, including a responsible township trustee or the trustee's designee; or

(ii) the coroner.

(B) A state appointed guardian.

However, an indigent decedent may not be cremated if a surviving family member objects to the cremation or if cremation would be contrary to the religious practices of the deceased individual as expressed by the individual or the individual's family.

(13) In the absence of any person under subdivisions (1) through (12), any person willing to assume the responsibility as the authorizing agent, as specified in this article.

(b) When a body part of a nondeceased individual is to be cremated, a representative of the institution that has arranged with the crematory authority to cremate the body part may serve as the authorizing agent.

(c) If:

(1) the death of the decedent appears to have been the result of:

(A) murder (IC 35-42-1-1);

(B) voluntary manslaughter (IC 35-42-1-3); or

(C) another criminal act, if the death does not result from the operation of a vehicle; and

(2) the coroner, in consultation with the law enforcement agency investigating the death of the decedent, determines that there is a reasonable suspicion that a person described in subsection (a) committed the offense;

the person referred to in subdivision (2) may not serve as the authorizing agent.

(d) The coroner, in consultation with the law enforcement agency investigating the death of the decedent, shall inform the crematory authority of the determination referred to in subsection (c)(2).

(e) If a person vested with a right under subsection (a) does not exercise that right not later than seventy-two (72) hours after the person receives notification of the death of the decedent, the person forfeits the person's right to determine the final disposition of the decedent's remains, and the right to determine final disposition passes to the next person described in subsection (a).

(f) A crematory authority owner has the right to rely, in good faith, on the representations of a person listed in subsection (a) that any other individuals of the same degree of kinship have been notified of the final disposition instructions.

(g) If there is a dispute concerning the disposition of a decedent's remains, a crematory authority is not liable for refusing to accept the remains of the decedent until the crematory authority receives:

(1) a court order; or

(2) a written agreement signed by the disputing parties;

that determines the final disposition of the decedent's remains. If a crematory authority agrees to shelter the remains of the decedent while the parties are in dispute, the crematory authority may collect any applicable fees for storing the remains, including legal fees that are incurred.

(h) Any cause of action filed under this section must be filed in the probate court in the county where the decedent resided, unless the decedent was not a resident of Indiana.

(i) A spouse seeking a judicial determination under subsection (a)(3)(A) that the decedent and spouse were reconciled before the decedent's death may petition the court having jurisdiction over the dissolution or separation proceeding to make this determination by filing the petition under the same cause number as the dissolution or separation proceeding. A spouse who files a petition under this subsection is not required to pay a filing fee.

As added by P.L.231-1995, SEC.2. Amended by P.L.102-2007, SEC.1; P.L.143-2009, SEC.5; P.L.101-2010, SEC.1; P.L.34-2011, SEC.1; P.L.6-2012, SEC.161; P.L.190-2016, SEC.32; P.L.26-2021, SEC.1; P.L.50-2021, SEC.65; P.L.137-2021, SEC.28.
Ind. Code § 23-16-7-8 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-8
Liability upon return of contribution
Status: in_force

Sec. 8. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one (1) year after receiving the return of contribution for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of six (6) years after receiving the return of contribution for the amount of the contribution wrongfully returned.

(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the agreed value (as stated in the records of the limited partnership) of the partner's contribution that has not been distributed to the partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-1-44-13 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-13
Demand for payment and deposit of shares by shareholder
Status: in_force

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.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-18.1-6-3 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-3
Amending series; contents of articles of designation
Status: in_force

Sec. 3. (a) A series with limited liability may be amended by filing with the secretary of state articles of designation.

(b) The articles of designation must contain all the following to amend the series:

(1) The name of the series.

(2) The date that the articles of designation forming the series were filed.

(3) The amendment to the articles of designation.

(c) Articles of designation of a series may be amended at any time that the members determine if the articles of designation, as amended, contain only provisions that may be lawfully contained in articles of designation at the time the amendment is made.

As added by P.L.170-2016, SEC.19.