Ind. Code § 23-0.5-9-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-3
Restatement of articles of incorporation; domestic business corporation
Status: in_force

Sec. 3. The secretary of state shall collect the following fees for filing a restatement of the articles of incorporation of a domestic business corporation or restatement of the articles of incorporation of a domestic business corporation with amendment:

(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 § 23-1-43-22 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-22
Election not to be covered by this chapter; application of chapter
Status: in_force

Sec. 22. This chapter does not apply to any business combination of a resident domestic corporation:

(1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;

(2) that, before the earlier of:

(A) September 1, 1987; or

(B) thirty (30) days after the date specified by a resolution of the board of directors adopted under IC 23-1-17-3(b), if the board of directors adopts such a resolution;

adopts an amendment to the resident domestic corporation's bylaws expressly electing not to be governed by this chapter; however, an election under this subdivision may be rescinded by subsequent amendment of the bylaws; or

(3) that adopts an amendment to the resident domestic corporation's articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of a majority of the outstanding voting shares of the resident domestic corporation, excluding the voting shares of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, if the amendment to the articles of incorporation is not to be effective until eighteen (18) months after the vote of the resident domestic corporation's shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-18.1-3-4 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-4
Terminating status; unanimous consent
Status: in_force

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization required under section 1 of this chapter. All associated series terminate upon the effective date of the amendment.

(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-2-6-23 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-23
Registration of commodity merchants; places for trading commodities or options
Status: in_force

Sec. 23. (a) A person may not engage in the commodities trade or business or otherwise act as a commodity merchant unless the person:

(1) is registered or temporarily licensed with the Commodity Futures Trading Commission for each activity causing the person to be considered a commodity merchant and the registration or temporary license has not expired or been revoked or suspended; or

(2) is exempt from registration with the Commodity Futures Trading Commission under:

(A) the Commodity Exchange Act; or

(B) a CFTC rule.

(b) A board of trade may not trade or provide a place for the trading of any commodity contract or commodity option if the commodity contract or commodity option must be traded on a contract market or commodity market designated by the Commodity Futures Trading Commission or is subject to the rules of a contract market or commodity market designated by the Commodity Futures Trading Commission, unless:

(1) the board of trade has been designated for the commodity contract or commodity option by the Commodity Futures Trading Commission; and

(2) the designation has not been vacated, suspended, or revoked.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-2.5-5-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-7
Agent for service of process
Status: in_force

Sec. 7. (a) A loan processing company shall, before engaging in loan processing activities, file with the commissioner on a form prescribed by the commissioner an irrevocable consent appointing the secretary of state as the loan processing company's agent to receive service of process in a noncriminal suit, action, or proceeding against the loan processing company arising from a violation of this article.

(b) Service of process described in subsection (a) must be made in accordance with Indiana Rules of Trial Procedure.

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

Sec. 2. (a) A director must be an individual.

(b) Articles of incorporation or bylaws may prescribe qualifications for directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-4.1-7 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-7
Qualified individual's authority to refuse to disburse funds; notice to protective agencies and parties on account; expiration of refusal; court order extending refusal or providing protective relief
Status: in_force

Sec. 7. (a) A qualified individual may refuse a request for disbursement of funds from an account:

(1) owned by a financially vulnerable adult; or

(2) of which a financially vulnerable adult is a beneficiary or beneficial owner;

if the qualified individual has reason to believe that the requested disbursement may result in financial exploitation of the financially vulnerable adult.

(b) If a qualified individual refuses a request for disbursement under subsection (a), a broker-dealer or investment adviser involved in the transaction or the qualified individual shall:

(1) subject to subsection (c), make a reasonable effort to notify all parties authorized to transact business on the account:

(A) orally; or

(B) in writing by:

(i) electronic communication; or

(ii) mail postmarked;

not more than two (2) business days after the qualified individual refuses the request for disbursement; and

(2) notify the protective agencies:

(A) orally; or

(B) in writing by:

(i) electronic communication; or

(ii) mail postmarked;

not more than three (3) business days after the qualified individual refuses the request for disbursement.

(c) A broker-dealer, investment adviser, or the qualified individual described in subsection (b) is not required to contact a party authorized to transact business on the account if the broker-dealer, investment adviser, or qualified individual has reason to believe that the party has engaged in suspected or attempted financial exploitation of the financially vulnerable adult.

(d) Unless a court or the commissioner enters an order extending the refusal of disbursement or providing any other applicable protective relief, any refusal of disbursement under this section expires upon the earlier of the following:

(1) The date that the qualified individual has reason to believe that the disbursement will not result in financial exploitation of the financially vulnerable adult.

(2) Fifteen (15) business days after the date of the initial refusal of disbursement by the qualified individual. However, if a broker-dealer's or investment adviser's internal review of the facts and circumstances supports the broker-dealer's or investment adviser's reasonable belief that the financial exploitation of the financially vulnerable adult has occurred, is occurring, has been attempted, or will be attempted, the commissioner shall extend the refusal of disbursement for an additional fifteen (15) business days after the expiration date that would otherwise apply under this subdivision.

(e) A court with jurisdiction may enter an order that:

(1) extends a refusal of disbursement; or

(2) provides for any other protective relief.

(f) After:

(1) a broker-dealer, investment adviser, or qualified individual provides notice under subsection (b); and

(2) the refusal of disbursement has expired or a court or the commissioner has entered an order as described in subsection (d) or (e)(1);

the broker-dealer, investment adviser, or qualified individual shall notify, in writing, the protective agencies of the expiration or the order, as applicable.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.10.
Ind. Code § 23-17-19-5 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-5
Effect of mergers
Status: in_force

Sec. 5. (a) When a merger takes effect the following occur:

(1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.

(2) The title to real property and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger.

(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

(b) After a merger takes effect as provided in this article, any terms of the plan of merger that are not included in the articles of incorporation shall be considered to be contract rights only and not part of the governing document of the corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-31-42 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-42
Shipment of cremated remains
Status: in_force

Sec. 42. (a) Cremated remains may only be shipped by a method that has an internal tracing system that provides a receipt signed by the person accepting delivery.

(b) A crematory authority shall maintain an identification system that ensures that the authority can identify the human remains in the authority's possession throughout all phases of the cremation process.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-18.1-4-4 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-4
Series with limited liability treated as separate entity; authority of series
Status: in_force

Sec. 4. (a) A series with limited liability must be treated as a separate entity to the extent set forth in the articles of organization of the master limited liability company.

(b) Each series with limited liability may, in its own name, do all the following:

(1) Contract.

(2) Hold title to assets, including real, personal, and intangible property.

(3) Grant liens and security interests.

(4) Sue and be sued.

(5) Otherwise conduct business and exercise the powers of a limited liability company under this article.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-14-40-7 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-7
Waiver or termination of burial rights
Status: in_force

Sec. 7. If an individual has a vested right of interment, entombment, or inurnment of the remains of the individual in a particular plot under this chapter, the right:

(1) may be waived by the individual in a written instrument; or

(2) is terminated upon the interment, entombment, or inurnment of the remains of the individual in a location other than the plot.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-1-44-6 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-6
"Beneficial shareholder"
Status: in_force

Sec. 6. As used in this chapter, "beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-14-31-8 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-8
"Cremation" defined
Status: in_force

Sec. 8. As used in this chapter, "cremation" means the incineration of the body of a deceased person or a body part of a nondeceased person and the mechanical or manual reduction of identifiable bone fragments to unidentifiable bone fragments.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-20-19 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-19
"Principal office"
Status: in_force

Sec. 19. "Principal office" has the meaning set forth in IC 23-0.5-1.5-29.

As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.6; P.L.96-2025, SEC.8.
Ind. Code § 23-16-2-2.5 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-2.5
Repealed
Status: repealed

As added by P.L.277-2001, SEC.15. Repealed by P.L.119-2015, SEC.39.
Ind. Code § 23-16-12-5 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-5
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.228-1995, SEC.18; P.L.11-1996, SEC.23; P.L.277-2001, SEC.17. Repealed by P.L.118-2017, SEC.81.
Ind. Code § 23-2.5-1-14 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-14
"Loan broker"
Status: in_force

Sec. 14. (a) "Loan broker" means a person who, in return for consideration from any source:

(1) procures;

(2) attempts to procure; or

(3) assists in procuring;

a residential mortgage loan from a third party, regardless of whether the person seeking the loan obtains the loan.

(b) The term "loan broker" does not include:

(1) a supervised financial organization (as defined in IC 26-1-4-102.5), including a bank, savings bank, trust company, savings association, or credit union;

(2) another financial institution that is:

(A) regulated by an agency of the United States or a state; and

(B) regularly actively engaged in the business of:

(i) making consumer loans that are not secured by real estate; or

(ii) taking assignment of consumer sales contracts that are not secured by real estate;

(3) an insurance company;

(4) a person arranging financing for the sale of the person's product; or

(5) a creditor that is licensed under IC 37-1-3-5.

As added by P.L.175-2019, SEC.2. Amended by P.L.115-2026, SEC.19.
Ind. Code § 23-14-33-9 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-9
"Cemetery purposes"
Status: in_force

Sec. 9. "Cemetery purposes" means all things necessary for or incident or convenient to the establishment, maintenance, management, operation, improvement, and conduct of a cemetery, the preparation of cemetery property for interment, entombment, or inurnment and the interment, entombment, or inurnment of the human dead, and the care, preservation, and embellishment of cemetery property.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-67-4 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-4
Annual budget and annual report
Status: in_force

Sec. 4. A county cemetery commission established under this chapter shall:

(1) present an annual plan and budget; and

(2) make an annual report;

to the board of county commissioners and the county council for approval.

As added by P.L.52-1997, SEC.41.
Ind. Code § 23-2.5-12-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 12 / Section 23-2.5-12-2
Governance of repealed law
Status: repealed

Sec. 2. IC 23-2-5, as in effect before its repeal, exclusively governs all actions and proceedings that:

(1) are pending on June 30, 2019; or

(2) may be instituted after June 30, 2019, on the basis of conduct occurring before July 1, 2019.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-11-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-7
Immunity of witness
Status: in_force

Sec. 7. (a) If a witness, in a hearing, an inquiry, or an investigation conducted under this article, refuses to answer a question or produce an item, the commissioner may file a written petition with the circuit or superior court in the county where the hearing, investigation, or inquiry is conducted requesting a hearing on the refusal.

(b) The court described in subsection (a) shall hold a hearing to determine if the witness may refuse to answer the question or produce the item.

(c) If the court described in subsection (a) 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.

(d) Upon written request of the commissioner under subsection (c), the court shall grant use immunity to the witness and instruct the witness, by written order or in open court, that:

(1) any evidence the witness gives, or evidence derived from the evidence given, may not be used in a criminal proceeding against the 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.

(e) A grant of use immunity under this section does not prohibit 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.

(f) If a witness refuses to give evidence after the witness has been granted use immunity, the court may find the witness in contempt.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-4-3-8 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-8
Release of sureties
Status: in_force

Sec. 8. The sureties upon the bond of such surviving partner or partners may be released as in cases of sureties upon the bond of executors and administrators.

Formerly: Acts 1877, c.86, s.8.
Ind. Code § 23-1-20-1 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-1
Application
Status: in_force

Sec. 1. The definitions in this chapter apply throughout this article.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-0.5-1.5-30 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-30
"Private organic rules"
Status: in_force

Sec. 30. "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:

(1) the bylaws of a business corporation;

(2) the bylaws of a nonprofit corporation;

(3) the partnership agreement of a general partnership;

(4) the partnership agreement of a limited partnership; and

(5) the operating agreement of a limited liability company.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-42-9 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-9
Voting rights of acquired control shares; resolution
Status: in_force

Sec. 9. (a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(b) To be approved under this section, the resolution must be approved by:

(1) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that voting group, with the holders of the outstanding shares of a class being entitled to vote as a separate voting group if the proposed control share acquisition would, if fully carried out, result in any of the changes described in IC 23-1-38-4(a); and

(2) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-18-3-1 — Indiana Code / Title 23 / Article 18 / Chapter 3 / Section 23-18-3-1
Members and managers as agents; companies existing on or before June 30, 1999
Status: in_force

Sec. 1. (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) Except as provided in subsection (c), each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:

(1) the acting member does not have authority to act for the limited liability company in the particular matter; and

(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.

(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:

(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and

(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.

(d) An act of a manager or a member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.1.
Ind. Code § 23-1-44-17 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-17
Withholding payment by corporation; corporation's estimate of fair value; after-acquired shares
Status: in_force

Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenter's right to demand payment under section 18 of this chapter.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-14-33-23 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-23
"Inurnment"
Status: in_force

Sec. 23. "Inurnment" means any lawful disposition of the cremated remains of a deceased individual in a mausoleum, garden crypt, niche, or scattering garden area as provided by IC 23-14-54.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-31-30 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-30
Crematory authority; liability for cremation or disposition
Status: in_force

Sec. 30. (a) Except as provided in section 36 of this chapter, a crematory authority may cremate human remains upon receipt of a cremation authorization form signed by an authorizing agent.

(b) In the absence of gross negligence or noncompliance with this chapter, a crematory authority is not liable for:

(1) cremating human remains according to an authorization; or

(2) releasing or disposing of the cremated remains according to an authorization form.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-4-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-1
Entities required to designate and maintain a registered agent
Status: in_force

Sec. 1. (a) The following entities shall designate and maintain a registered agent in this state:

(1) A domestic filing entity.

(2) A registered foreign entity.

(3) An agricultural cooperative formed under IC 15-12.

(4) A business trust formed under IC 23-5-1.

(b) An eligible entity (as defined by IC 28-1-22-1.5(a)) may file a notice concerning the eligible entity's:

(1) registered office; and

(2) registered agent.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-19-4-11.5 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-11.5
Prohibit selection of broker-dealer for completion of compliance report in consecutive years; prohibit selection of certain offices
Status: in_force

Sec. 11.5. (a) As used in this section, "office of supervisory jurisdiction" has the meaning set forth in the National Association of Securities Dealers Conduct Rule 3010(g) (as in effect on January 1, 2009).

(b) A broker-dealer registered or required to be registered under this article may not be selected for completion of a compliance report under section 11(h) of this chapter in consecutive years unless the commissioner has reason to believe that the broker-dealer has committed a violation of this article.

(c) The commissioner may not select for completion of a compliance report under section 11(h) of this chapter any office that:

(1) reports to an office of supervisory jurisdiction located within Indiana;

(2) reflects the address of the office of supervisory jurisdiction described in subdivision (1) on all of the office's business cards, stationery, advertisements, and other communications to the public; and

(3) is included in the definition of branch office under the National Association of Securities Dealers Conduct Rule 3010(g) because the office:

(A) handles funds or securities as described under the National Association of Securities Dealers Conduct Rule 3010(g)(2)(A)(ii)(c); or

(B) uses the residential address on all business cards, stationery, advertisements, or other communications to the public under the National Association of Securities Dealers Conduct Rule 3010(g)(2)(A)(ii)(d).

As added by P.L.149-2009, SEC.2. Amended by P.L.41-2026, SEC.5.
Ind. Code § 23-13-12-2 — Indiana Code / Title 23 / Article 13 / Chapter 12 / Section 23-13-12-2
Increase or diminution in number of directors or trustees
Status: in_force

Sec. 2. Any such corporation may, by a vote of a majority of the board of trustees or directors, or by a vote of the stockholders at any general meeting, if it be a stock corporation, either increase or diminish the number of directors or trustees of such corporation, so that they shall not be less than five (5) nor more than twenty-one (21).

Formerly: Acts 1855, c.60, s.2.
Ind. Code § 23-14-69-2 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-2
Nonapplicability of chapter
Status: in_force

Sec. 2. This chapter does not apply to the following:

(1) A cemetery that is owned or controlled by a city, a town, or a voluntary association.

(2) A cemetery that is maintained by a township under IC 23-14-68.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-4-1-49 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-49
Repealed
Status: repealed

As added by P.L.230-1995, SEC.14. Amended by P.L.34-1997, SEC.12; P.L.277-2001, SEC.10; P.L.60-2007, SEC.3; P.L.213-2015, SEC.247. Repealed by P.L.118-2017, SEC.41.
Ind. Code § 23-0.6-1.5-15 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-15
"Interest exchange"
Status: in_force

Sec. 15. "Interest exchange" means a transaction authorized by IC 23-0.6-3.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-18-4-5 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-5
Operating agreements; objectives
Status: in_force

Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:

(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.

(2) The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.

(3) The rights of members to assign all or a portion of their interests in the limited liability company.

(4) Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.

(5) Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.

(6) The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.

(7) The procedure for the following:

(A) The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.

(B) Assignment, pledge, or transfer of an interest represented by the certificate.

(C) Any other provisions dealing with the certificate.

(8) The method by which the operating agreement may be amended.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-16-3-7.1 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-7.1
Repealed
Status: repealed

As added by P.L.119-2015, SEC.43. Repealed by P.L.118-2017, SEC.67.
Ind. Code § 23-14-37-2 — Indiana Code / Title 23 / Article 14 / Chapter 37 / Section 23-14-37-2
Repurchase of burial rights under lot exchange plan
Status: in_force

Sec. 2. A cemetery owner may offer or agree to repurchase burial rights under a lot exchange plan that:

(1) is entered into with other cemetery owners or through an association of cemetery owners; and

(2) provides for the repurchase of burial rights in case the purchaser should change legal residence to another community and purchases burial rights in a cemetery located in the community of the purchaser's new place of residence.

As added by P.L.52-1997, SEC.11.
Ind. Code § 23-1-42-8 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-8
Notice
Status: in_force

Sec. 8. (a) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.

(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:

(1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this chapter.

(2) A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-1-42-7 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-7
Special meeting of shareholders
Status: in_force

Sec. 7. (a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within ten (10) days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.

(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request.

(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.

(d) If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-18.1-7-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 7 / Section 23-18.1-7-1
Foreign master limited liability company; register to do business
Status: in_force

Sec. 1. (a) A foreign master limited liability company, as permitted in the jurisdiction of its organization, that has:

(1) established one (1) or more series having separate rights, powers, or duties; and

(2) limited the liabilities of the series so that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to:

(A) 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; and

(B) the master limited liability company generally or any other series of the master limited liability company, are not enforceable against the assets of the series;

may, on behalf of itself or any of its series, register to do business in Indiana in accordance with IC 23-0.5-5-3.

(b) Any series of a foreign master limited liability company described in subsection (a) may, on behalf of the series, register to do business in Indiana in accordance with IC 23-0.5-5-3.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.118.
Ind. Code § 23-2.5-5-8 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-8
Ceasing loan processing activities; requirements
Status: in_force

Sec. 8. If a loan processing company ceases to engage in loan processing activities for any reason, the loan processing company shall do the following:

(1) Before ceasing loan processing activities, arrange for the preservation and maintenance of the records described in IC 23-2.5-9-2 for the remainder of the two (2) year maintenance period required by IC 23-2.5-9-2.

(2) Notify the commissioner of the exact physical address where the records will be maintained under subdivision (1).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1.3-2-10 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-10
"Specific public benefit"
Status: in_force

Sec. 10. (a) "Specific public benefit" means a benefit that serves:

(1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or

(2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporation.

(b) The term includes the following:

(1) Providing low income or underserved individuals or communities with beneficial products or services.

(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.

(3) Protecting or restoring the environment.

(4) Improving human health.

(5) Promoting the arts, sciences, or advancement of knowledge.

(6) Increasing the flow of capital to entities with a purpose to benefit society or the environment.

(7) Conferring any other particular benefit on society or the environment.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.5-4-1 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-1
Merger and consolidation
Status: in_force

Sec. 1. (a) A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation.

(b) Upon the merger or consolidation of a professional corporation, if the surviving or new corporation is to render professional services in Indiana, it shall comply with this article.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-0.5-2.5-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 2.5 / Section 23-0.5-2.5-4
Closure of a CMRA account
Status: in_force

Sec. 4. (a) A person that operates a CMRA in Indiana that knows or reasonably should know that an address that the CMRA has provided has been used as a contact address shall notify the secretary of state of the closure of a CMRA account not later than sixty (60) days after closure of the CMRA account.

(b) The notification described in subsection (a) shall include the:

(1) physical address provided by the CMRA customer on the United States Postal Service Form 1583; and

(2) electronic mail address associated with the CMRA account.

As added by P.L.96-2025, SEC.5.
Ind. Code § 23-0.5-9-58 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-58
Forms of payment
Status: in_force

Sec. 58. The secretary of state may accept payment of the correct filing fee by credit card, debit card, charge card, or similar method. However, if the filing fee is paid by credit card, debit card, charge card, or similar method, the liability is not finally discharged until the secretary of state receives payment or credit from the institution responsible for making the payment or credit. The secretary of state may contract with a bank or credit card vendor for acceptance of bank or credit cards. However, if there is a vendor transaction charge or discount fee, whether billed to the secretary of state or charged directly to the secretary of state's account, the secretary of state or the credit card vendor may collect from the person using the bank or credit card a fee that may not exceed the highest transaction charge or discount fee charged to the secretary of state by the bank or credit card vendor during the most recent collection period. This fee may be collected regardless of any agreement between the bank and a credit card vendor or regardless of any internal policy of the credit card vendor that may prohibit this type of fee. The fee is a permitted additional charge under IC 37-2-4-5.

As added by P.L.118-2017, SEC.5. Amended by P.L.115-2026, SEC.18.
Ind. Code § 23-16-1-14 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-14
State
Status: in_force

Sec. 14. "State" means the District of Columbia, the Commonwealth of Puerto Rico, or any state, territory, possession, or other jurisdiction of the United States.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-4-1-33 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-33
General effect of dissolution on authority of partner
Status: in_force

Sec. 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(1) With respect to the partners:

(a) When the dissolution is not by the act, bankruptcy, or death of a partner; or

(b) When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section 34 of this chapter so requires.

(2) With respect to persons not partners, as declared in section 35 of this chapter.

Formerly: Acts 1949, c.114, s.33. As amended by P.L.34-1987, SEC.301.
Ind. Code § 23-20-1-18 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-18
Restitution award overturned on appeal; denial or forfeiture of assistance
Status: in_force

Sec. 18. (a) The division may not award restitution assistance under this chapter on behalf of a victim whose award of restitution under a court or administrative order is overturned on appeal.

(b) If:

(1) restitution assistance is awarded under this chapter; and

(2) after the award of restitution assistance under this chapter, the victim's award of restitution under a court or administrative order is overturned on appeal;

the claimant shall forfeit the restitution assistance received under this chapter.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-1-17.3-2 — Indiana Code / Title 23 / Article 1 / Chapter 17.3 / Section 23-1-17.3-2
Effect of repeal of repealed statute
Status: repealed

Sec. 2. Except as provided in section 3 of this chapter, the repeal of a repealed statute does not affect any of the following:

(1) The operation of the repealed statute or any action taken under it before its repeal, including (without limitation) the continuing validity of a corporation's articles of incorporation and bylaws, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors and shareholders, and corporate name, all as adopted by any domestic corporation before August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, to the same extent that any of these would have been valid had the repealed statute not been repealed.

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the repealed statute before its repeal.

(3) Any violation of the repealed statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

(4) Any proceeding, reorganization, or dissolution commenced under the repealed statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if it had not been repealed.

As added by P.L.220-2011, SEC.378.
Ind. Code § 23-1-20-10 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-10
"Entity"
Status: in_force

Sec. 10. "Entity" includes the following:

(1) Domestic corporation and foreign corporation.

(2) Not-for-profit corporation.

(3) Corporation incorporated under any other statute.

(4) Profit and not-for-profit unincorporated association.

(5) Business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest.

(6) Other entity (as defined in IC 23-1-20-17.5).

(7) State, United States, and foreign government.

As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.11.
Ind. Code § 23-1.3-4-5 — Indiana Code / Title 23 / Article 1.3 / Chapter 4 / Section 23-1.3-4-5
Professional corporations
Status: in_force

Sec. 5. A professional corporation that is a benefit corporation does not violate IC 23-1.5-2-3 by having the purpose to create general public benefit or a specific public benefit.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-18.1-4-6 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-6
Management of series
Status: in_force

Sec. 6. (a) A series may be managed, as provided in an operating agreement or series agreement, as applicable, by:

(1) the member or members associated with the series; or

(2) a manager or managers chosen by the members of the series.

(b) Unless otherwise provided in an operating agreement, the management of a series must be vested in the members associated with the series.

(c) If the operating agreement provides for a manager or managers, the manager or managers have the authority to manage the business or affairs of the series, except to the extent that the operating agreement reserves the authority to any members or class or group of members of the series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-17-2-10 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-10
"Distribution"
Status: in_force

Sec. 10. (a) "Distribution" means a direct or an indirect transfer of money or other property or incurrence or transfer of indebtedness by a corporation to or for the benefit of a person.

(b) The term includes a dividend and a purchase, redemption, or other acquisition of memberships.

(c) The term does not include payment of reasonable value for property received or services performed or payment of reasonable benefits in furtherance of the corporation's purposes.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-4-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-4
Listing statement; contents; delivery to secretary of state
Status: in_force

Sec. 4. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states:

(1) the name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;

(2) that the person is in the business of serving as a commercial registered agent in this state;

(3) the address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered;

(4) the name of any entity represented or known to be represented by the commercial registered agent; and

(5) the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.

(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 10(d) of this chapter.

(c) If the name of a person delivering to the secretary of state for filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt an alternate name that is distinguishable and use that name in its statement and when it does business in Indiana as a commercial registered agent.

(d) The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement amends the registered agent filing for each of those entities to:

(1) designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and

(2) delete the name and address of the former agent.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.5-2-4 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-4
Qualifications of directors and officers
Status: in_force

Sec. 4. The directors of a professional corporation and all the officers other than the secretary and the treasurer must be qualified persons with respect to the corporation.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-20-1-26 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-26
Securities restitution fund; purposes
Status: in_force

Sec. 26. The money in the fund may be expended subject to appropriation by the general assembly for purposes of:

(1) awarding restitution assistance under this chapter;

(2) paying expenses incurred in administering this chapter; and

(3) making awards to informants under IC 23-19-7.

The fund may be augmented after budget committee review.

As added by P.L.114-2010, SEC.12. Amended by P.L.85-2012, SEC.7; P.L.213-2025, SEC.297.
Ind. Code § 23-14-34-7 — Indiana Code / Title 23 / Article 14 / Chapter 34 / Section 23-14-34-7
Vacation or alteration of recorded plat
Status: in_force

Sec. 7. (a) Subject to subsection (b), the owner of property described in a survey and plat recorded under this chapter by an instrument properly executed, acknowledged, and recorded may vacate the recorded plat and make and file a new or altered plat and survey of:

(1) the property described in a survey and plat; or

(2) a part of the property described in the survey and plat.

(b) The vacation or alteration of a recorded plat under subsection (a) is not valid if it affects burial rights previously granted in the property described in the plat, unless each owner of affected burial rights has consented to the vacation or alteration.

As added by P.L.52-1997, SEC.8.
Ind. Code § 23-0.5-8-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 8 / Section 23-0.5-8-2
Right to make charitable contributions
Status: in_force

Sec. 2. Every railroad company, rural loan and saving association, credit union, or corporation organized for the conduct of a banking, insurance, surety, trust, safe deposit, mortgage guarantee, or building and loan business organized under any law of Indiana may, subject to any restrictions contained in the articles of incorporation, make contributions out of the gross income of the corporation to such entities, and for any one (1) or more of such purposes, as the board of directors may reasonably believe will constitute deductions from gross income in computing the net income of the corporation subject to tax, under the Internal Revenue Code.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-43-20 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-20
Corporation having shares registered under Exchange Act; application of chapter
Status: in_force

Sec. 20. This chapter does not apply to any business combination of a resident domestic corporation that does not, as of the share acquisition date, have a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Exchange Act, unless the corporation's articles of incorporation provide otherwise.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-1.3-7-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 7 / Section 23-1.3-7-1
Consideration of interests and factors
Status: in_force

Sec. 1. Each officer of a benefit corporation shall consider the interests and factors of the persons listed in IC 23-1.3-5-1 in the manner provided under IC 23-1.3-5-1 if:

(1) the officer has discretion to act with respect to a matter; and

(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-38-5 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-5
Corporation not yet issuing shares; adoption of amendments by board of directors
Status: in_force

Sec. 5. If a corporation has not yet issued shares, its board of directors (or if a board of directors has not been selected, then the incorporators) may adopt one (1) or more amendments to the corporation's articles of incorporation.

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-1-38-6 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-6
Filing articles of amendment
Status: in_force

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(4) the date of each amendment's adoption;

(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;

(6) if an amendment was approved by the shareholders:

(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting;

(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

(b) If a corporation amends its articles of incorporation to change its corporate name, it may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which it has real property at the time the amendment becomes effective a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-16-12-7 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-7
Repealed
Status: repealed

As added by P.L.63-2014, SEC.18. Repealed by P.L.118-2017, SEC.84.
Ind. Code § 23-1-20-17.5 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-17.5
"Other entity"
Status: in_force

Sec. 17.5. "Other entity" means:

(1) a limited liability company;

(2) a limited liability partnership;

(3) a limited partnership;

(4) a general partnership;

(5) a business trust;

(6) a real estate investment trust; or

(7) any entity that:

(A) is formed under the requirements of applicable law; and

(B) is not a corporation.

As added by P.L.133-2009, SEC.12.
Ind. Code § 23-14-68-3 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-3
Maintenance of cemeteries
Status: in_force

Sec. 3. For the purposes of this chapter, the maintenance of a cemetery includes the following:

(1) Resetting and straightening all monuments.

(2) Leveling and seeding the ground.

(3) Constructing fences where there are none and repairing existing fences.

(4) Destroying and cleaning up detrimental plants (as defined in IC 15-16-8-1), rampant weeds, and rank vegetation.

(5) Mowing the lawn.

As added by P.L.52-1997, SEC.42. Amended by P.L.2-2008, SEC.48; P.L.14-2018, SEC.9; P.L.162-2021, SEC.8.
Ind. Code § 23-19-3-5 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-5
Registration of Securities and Notice Filing of Federal Covered Securities—Filing of registration statement; filing fee; required information; incorporation of previously filed record; nonissuer distribution; escrow and impoundment; effective period; reports; posteffective amendments; abandonment
Status: in_force

Sec. 5. (a) A registration statement under section 3 or 4 of this chapter may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this article.

(b) A person filing a registration statement shall pay a filing fee of five hundred dollars ($500). If the registration statement is withdrawn before the effective date or a preeffective stop order is issued, the commissioner shall retain the fee.

(c) A registration statement filed under section 3 or 4 of this chapter must specify:

(1) the amount of securities to be offered in this state;

(2) the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

(d) A record filed under this article or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or section 4 of this chapter, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) A rule adopted or order issued under this article may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this article, but the commissioner may not reject a depository institution solely because of its location in another state.

(g) A rule adopted or order issued under this article may require as a condition of registration that a security registered under this article be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this article or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

(h) Except while a stop order is in effect under section 6 of this chapter, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this article during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this article are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the commissioner.

(i) While a registration statement is effective, a rule adopted or order issued under this article may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

(j) A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement or if there is an increase in the aggregate amount of securities offered or sold in the state. The posteffective amendment becomes effective when the commissioner so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the issuer filing the amendment shall pay a nonrefundable registration fee of one hundred dollars ($100). A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.

(k) If the issuer of a registration statement that is pending effectiveness performs no activity for a period of nine (9) months:

(1) the registration statement:

(A) is considered to be abandoned; and

(B) may be reinstated only with the permission of the commissioner; and

(2) the commissioner shall retain the registration fee.

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.4; P.L.32-2018, SEC.3.
Ind. Code § 23-14-40-5 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-5
Burial rights of joint tenants
Status: in_force

Sec. 5. In a grant of burial rights to two (2) or more persons as joint tenants, each joint tenant has a vested right of interment, entombment, or inurnment of the joint tenant's remains in the burial plot. Upon the death of a joint tenant, the title to the burial rights previously held in joint tenancy immediately vests in the survivor or survivors, subject to the vested right of interment, entombment, inurnment for the remains of the deceased joint tenant owner.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-14-48.5-4 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-4
Consumer protection fund for cemetery maintenance; establishment; funding; continuously appropriated
Status: in_force

Sec. 4. (a) The consumer protection fund for cemetery maintenance is established. The board shall administer the fund and shall deposit contributions remitted under section 5 of this chapter in the fund.

(b) The expenses of administering the fund shall be paid from money in the fund.

(c) The money in the fund and the interest accruing to the fund remain in the fund and do not revert to the state general fund.

(d) Money in the fund is continuously appropriated for the purposes of this chapter.

As added by P.L.65-2007, SEC.3.
Ind. Code § 23-1-29-2 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-2
Special meetings, remote communication
Status: in_force

Sec. 2. (a) A corporation with more than fifty (50) shareholders must hold a special meeting of shareholders on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws. If such corporation's articles of incorporation require the holding of a special meeting on the demand of its shareholders, but do not specify the percentage of votes entitled to be cast on an issue necessary to demand such special meeting, the board of directors may establish such percentage in the corporation's bylaws. Absent adoption of such a bylaw provision, the demand for a special meeting must be made by the holders of all of the votes entitled to be cast on an issue.

(b) A corporation with fifty (50) or fewer shareholders must hold a special meeting of shareholders:

(1) on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws; or

(2) if the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to such corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(c) Special shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws or solely by remote communication if the bylaws so specify. If the bylaws do not state or fix the location of special meetings, a special meeting must be held at a location determined by the board of directors or the board of directors may, in its sole discretion, determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication as provided in subsection (f).

(d) If not otherwise fixed under section 3 or 7 of this chapter, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(e) Only business within the purpose or purposes described in the meeting notice required by section 5(c) of this chapter may be conducted at a special shareholders' meeting.

(f) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, shareholders not physically present at a special meeting of shareholders may:

(1) participate in a special meeting of shareholders by means of remote communication; and

(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.

(g) With respect to a special meeting at which a shareholder may participate by remote communication, the corporation shall:

(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the special meeting by means of remote communication is that shareholder or the shareholder's proxy;

(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and

(3) maintain a record of any votes cast or actions taken by a shareholder who participated in a special meeting by remote communication.

As added by P.L.149-1986, SEC.13. Amended by P.L.227-1989, SEC.1; P.L.133-2009, SEC.20; P.L.119-2015, SEC.11.
Ind. Code § 23-4-1-53 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-53
Repealed
Status: repealed

As added by P.L.178-2002, SEC.102. Repealed by P.L.118-2017, SEC.45.
Ind. Code § 23-14-48.5-7 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-7
Application for funds; maximum withdrawal; recovery; suspension of payments to fund
Status: in_force

Sec. 7. (a) The:

(1) owner of a cemetery; or

(2) if the owner of a cemetery is unable to be determined:

(A) the owner of a lot in the cemetery;

(B) the next of kin of an owner of a lot in the cemetery; or

(C) another interested person;

may request maintenance assistance from the fund by filing with the board an application on a form provided by the board requesting funds for emergency maintenance.

(b) The board may hold a hearing concerning an application if the board considers it necessary and shall, within a reasonable time, make a determination concerning each application. The board may authorize the withdrawal from the fund of an amount sufficient to provide emergency maintenance for the cemetery to which the application relates, but not more than fifty thousand dollars ($50,000).

(c) If the cost of maintaining a cemetery is paid from the fund, the fund is entitled to recover the amount paid from the owner of the cemetery, and the board shall ask the attorney general to take all reasonable steps to collect that amount from the cemetery owner. Any amount collected from a cemetery owner under this subsection shall be deposited in the fund.

(d) The board shall annually review the status of the fund. If the board determines during its annual review that the fund balance equals or exceeds five hundred thousand dollars ($500,000), the board shall suspend the requirement to make payments to the fund under section 5 of this chapter until after the next annual review in which the board determines that the fund balance is less than five hundred thousand dollars ($500,000).

As added by P.L.65-2007, SEC.3. Amended by P.L.14-2018, SEC.7.
Ind. Code § 23-0.5-2-8 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-8
Certificates of existence, registration, or fact; issuance
Status: in_force

Sec. 8. (a) On request of any person, the secretary of state shall issue a certificate of existence for a domestic filing entity or a certificate of registration for a registered foreign entity.

(b) A certificate issued under subsection (a) must state:

(1) the domestic filing entity's name or the registered foreign entity's name used in Indiana;

(2) in the case of a domestic filing entity:

(A) that its public organic record has been filed and has taken effect;

(B) the date the public organic record became effective; and

(C) that the records of the secretary of state do not reflect that the entity has been dissolved;

(3) in the case of a registered foreign entity, that it is registered to do business in Indiana;

(4) that the most recent biennial report required by section 13 of this chapter has been delivered to the secretary of state for filing; and

(5) that a proceeding is not pending under IC 23-0.5-5-11 or IC 23-0.5-6-2.

(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.

(d) On the request from any person, the secretary of state shall issue a certificate of fact for a domestic filing entity or registered foreign entity. A certificate issued under this subsection must set forth any facts of record in the office of the secretary of state that may be requested by the applicant.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.4.
Ind. Code § 23-0.5-1.5-14 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-14
"Governance interest"
Status: in_force

Sec. 14. "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governing person, agent, assignee, or proxy, to:

(1) receive or demand access to information concerning, or the books and records of, the entity;

(2) vote for or consent to the election of the governing persons of the entity; or

(3) receive notice of or vote on or consent to an issue involving the internal affairs of the entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.5-1-2 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-2
"Accounting professional"
Status: in_force

Sec. 2. "Accounting professional" means an individual who is licensed as:

(1) a certified public accountant under IC 25-2.1-3;

(2) a public accountant under IC 25-2.1-6; or

(3) an accounting practitioner under IC 25-2.1-6.

As added by P.L.239-1983, SEC.1. Amended by P.L.30-1993, SEC.2.
Ind. Code § 23-17-10-2 — Indiana Code / Title 23 / Article 17 / Chapter 10 / Section 23-17-10-2
Special meetings; meetings and participation by remote communication
Status: in_force

Sec. 2. (a) A corporation with members must hold a special meeting of members as follows:

(1) On call of the corporation's president or board of directors or other person, including a member or an officer, specifically authorized to do so by the articles of incorporation or bylaws.

(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, if the holders of at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary at least one (1) written demand for the meeting describing the purpose for which the meeting is to be held.

(b) Unless otherwise provided under section 7 of this chapter, the close of business on the thirtieth day before delivery of the demand for a special meeting to a corporate officer is the record date for the purpose of determining if the ten percent (10%) requirement of subsection (a) has been met.

(c) If a notice for a special meeting demanded under subsection (a)(2) is not given under section 5 of this chapter within thirty (30) days after the date the written demand is delivered to the corporation's secretary, regardless of the requirements of subsection (d), a person signing the demand may do the following:

(1) Set the time and place of the meeting.

(2) Give notice under section 5 of this chapter.

(d) A special meeting of members may be held inside or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

(e) The bylaws may provide that a special membership meeting will not be held in any place but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:

(1) determine the location of the special meeting; or

(2) elect that the special membership meeting will not be held at any place, but solely by means of remote communication.

(f) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at a special meeting of members may:

(1) participate in the special meeting of members by means of remote communication; and

(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of members, regardless of whether the meeting is held at a designated place or solely by means of remote communication.

(g) To conduct a special meeting by means of remote communication, the corporation must do the following:

(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.

(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.

(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.

(h) Only those matters that are within the purposes described in the meeting notice required under section 5 of this chapter may be conducted at a special meeting of members.

As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.8.
Ind. Code § 23-2-6-43 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-43
Failure to make physical delivery; defenses
Status: in_force

Sec. 43. In any complaint, information, indictment, writ, or proceeding brought under this chapter that alleges a violation of section 17 of this chapter solely on the failure in an individual case to make physical delivery within the applicable time under section 19(a)(2) of this chapter, it is a defense if both of the following are shown:

(1) Failure to make physical delivery was due solely to factors beyond the control of all of the following:

(A) The seller.

(B) Officers, directors, partners, agents, servants, or employees of the seller.

(C) Each person occupying a similar status or performing similar functions as a person described in clause (B).

(D) Each person who directly or indirectly controls or is controlled by the seller or by any person described in clause (B) or (C).

(E) The seller's affiliates, subsidiaries, and successors.

(2) Physical delivery was completed within a reasonable time under the applicable circumstances.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1-35-1 — Indiana Code / Title 23 / Article 1 / Chapter 35 / Section 23-1-35-1
Standards of conduct; liability; reaffirmation of corporate governance rules; presumption
Status: in_force

Sec. 1. (a) A director shall, based on facts then known to the director, discharge the duties as a director, including the director's duties as a member of a committee:

(1) in good faith;

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the director's duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director may, in considering the best interests of a corporation, consider the effects of any action on shareholders, employees, suppliers, and customers of the corporation, and communities in which offices or other facilities of the corporation are located, and any other factors the director considers pertinent.

(e) A director is not liable for any action taken as a director, or any failure to take any action, regardless of the nature of the alleged breach of duty, including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith, unless:

(1) the director has breached or failed to perform the duties of the director's office in compliance with this section; and

(2) the breach or failure to perform constitutes willful misconduct or recklessness.

(f) In enacting this article, the general assembly established corporate governance rules for Indiana corporations, including in this chapter, the standards of conduct applicable to directors of Indiana corporations, and the corporate constituent groups and interests that a director may take into account in exercising the director's business judgment. The general assembly intends to reaffirm certain of these corporate governance rules to ensure that the directors of Indiana corporations, in exercising their business judgment, are not required to approve a proposed corporate action if the directors in good faith determine, after considering and weighing as they deem appropriate the effects of such action on the corporation's constituents, that such action is not in the best interests of the corporation. In making such determination, directors are not required to consider the effects of a proposed corporate action on any particular corporate constituent group or interest as a dominant or controlling factor. Without limiting the generality of the foregoing, directors are not required to render inapplicable any of the provisions of IC 23-1-43, to redeem any rights under or to render inapplicable a shareholder rights plan adopted pursuant to IC 23-1-26-5, or to take or decline to take any other action under this article, solely because of the effect such action might have on a proposed acquisition of control of the corporation or the amounts that might be paid to shareholders under such an acquisition. Certain judicial decisions in Delaware and other jurisdictions, which might otherwise be looked to for guidance in interpreting Indiana corporate law, including decisions relating to potential change of control transactions that impose a different or higher degree of scrutiny on actions taken by directors in response to a proposed acquisition of control of the corporation, are inconsistent with the proper application of the business judgment rule under this article. Therefore, the general assembly intends:

(1) to reaffirm that this section allows directors the full discretion to weigh the factors enumerated in subsection (d) as they deem appropriate; and

(2) to protect both directors and the validity of corporate action taken by them in the good faith exercise of their business judgment after reasonable investigation.

(g) In taking or declining to take any action, or in making or declining to make any recommendation to the shareholders of the corporation with respect to any matter, a board of directors may, in its discretion, consider both the short term and long term best interests of the corporation, taking into account, and weighing as the directors deem appropriate, the effects thereof on the corporation's shareholders and the other corporate constituent groups and interests listed or described in subsection (d), as well as any other factors deemed pertinent by the directors under subsection (d). If a determination is made with respect to the foregoing with the approval of a majority of the disinterested directors of the board of directors, that determination shall conclusively be presumed to be valid unless it can be demonstrated that the determination was not made in good faith after reasonable investigation.

(h) For the purposes of subsection (g), a director is disinterested if:

(1) the director does not have a conflict of interest, within the meaning of section 2 of this chapter, in connection with the action or recommendation in question;

(2) in connection with matters described in IC 23-1-32 the director is disinterested (as defined in IC 23-1-32-4(d));

(3) in connection with any matter involving or otherwise affecting:

(A) a control share acquisition (as defined in IC 23-1-42-2) or any matter related to a control share acquisition under IC 23-1-42 or other provisions of this article;

(B) a business combination (as defined in IC 23-1-43-5) or any matter related to a business combination under IC 23-1-43 (including a person becoming an interested shareholder) or other provisions of this article; or

(C) any transaction that may result in a change of control (as defined in IC 23-1-22-4) of the corporation;

the director is not an employee of the corporation; and

(4) in connection with any matter involving or otherwise affecting:

(A) a control share acquisition (as defined in IC 23-1-42-2) or any matter related to a control share acquisition under IC 23-1-42 or other provisions of this article;

(B) a business combination (as defined in IC 23-1-43-5) or any matter related to a business combination under IC 23-1-43 (including a person becoming an interested shareholder) or other provisions of this article; or

(C) any transaction that may result in a change of control (as defined in IC 23-1-22-4) of the corporation;

the director is not an affiliate or associate of, or was not nominated or designated as a director by, a person proposing any of the transactions described in clause (A), (B), or (C).

(i) A person may be disinterested under this section even though the person is a director or shareholder of the corporation.

As added by P.L.149-1986, SEC.19. Amended by P.L.227-1989, SEC.2; P.L.133-2009, SEC.27.
Ind. Code § 23-1-26-4 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-4
Share dividends and share splits
Status: in_force

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.

(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) the articles of incorporation so authorize;

(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) there are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

As added by P.L.149-1986, SEC.10.
Ind. Code § 23-2-2.5-44 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-44
Appeal
Status: in_force

Sec. 44. An appeal may be taken by any person from any final order of the commissioner affecting such person in the same manner as prescribed in IC 23-19-6-9.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.27-2007, SEC.12.
Ind. Code § 23-1-20-21 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-21
"Record date"
Status: in_force

Sec. 21. "Record date" means the date established under IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by the corporation for determining the identity of its shareholders for purposes of this article.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-18.1-2-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-2
Application of definitions
Status: in_force

Sec. 2. The definitions in this chapter apply throughout this article.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-2.5-4-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-3
Mortgage loan originator license application requirements
Status: in_force

Sec. 3. (a) An application for issuance or renewal of a mortgage loan originator license must be made on a form prescribed by the commissioner.

(b) An application under subsection (a) must include the following information for the individual who seeks to be licensed as a mortgage loan originator:

(1) The name of the individual.

(2) The home address of the individual.

(3) The home telephone number of the individual.

(4) The individual's Social Security number and date of birth.

(5) The name of the:

(A) loan broker; or

(B) applicant for a loan broker license;

for whom the individual will act as a mortgage loan originator.

(6) Consent to service of process under section 9 of this chapter.

(7) Evidence that the individual has completed the education requirements described in IC 23-2.5-6.

(8) An affidavit completed in the manner prescribed by the commissioner stating the address of each location where the individual intends to habitually or repeatedly conduct mortgage loan origination activities.

(9) An application fee of fifty dollars ($50).

(10) All:

(A) registration numbers previously issued to the individual under IC 23-2-5, if the applicant was registered as an originator under IC 23-2-5 before its repeal on July 1, 2019; and

(B) license numbers previously issued to the individual under IC 23-2-5 (before its repeal) or this article.

(11) An indication as to whether the mortgage loan originator is the branch manager of a loan broker office and the address of the loan broker office.

(12) Written authorization for the commissioner or an agent of the commissioner to obtain a consumer report (as defined in IC 24-5-24-2) concerning the individual.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.11.
Ind. Code § 23-2-6-16 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-16
"Sale" defined
Status: in_force

Sec. 16. As used in this chapter, "sale" means any:

(1) exchange;

(2) contract of sale;

(3) contract to sell; or

(4) disposition;

for value.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1-28-4 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-4
Basis for determination that distribution not prohibited
Status: in_force

Sec. 4. The board of directors may base a determination that a distribution is not prohibited under section 3 of this chapter either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-18.1-4-9 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-9
Voting rights
Status: in_force

Sec. 9. (a) An operating agreement may grant to:

(1) all or certain identified members or managers; or

(2) a specified class or group of members or managers;

associated with a series the right to vote separately or with all or any class or group of the members or managers associated with the series, on any matter.

(b) Voting by members or managers associated with a series may be on a per capita, number, financial interest, class, group, or any other basis.

(c) An operating agreement may provide that any member or class or group of members associated with a series has no voting rights.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1-37-13 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-13
Officers, employees, and agents; indemnification and advance of expenses
Status: in_force

Sec. 13. Unless a corporation's articles of incorporation provide otherwise:

(1) an officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter, and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director;

(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and

(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-1-20-3.5 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-3.5
"Beneficial owner"
Status: in_force

Sec. 3.5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, means a person that:

(1) individually or with or through any of its affiliates or associates beneficially owns the shares, directly or indirectly;

(2) individually or with or through any of its affiliates or associates, has:

(A) the right to acquire the shares at any time, under any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; or

(B) the right to vote the shares under any agreement, arrangement, or understanding.

However, a person is not a beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange, and a person is not a beneficial owner of shares under clause (B) if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Securities Exchange Act of 1934 and is not then reportable on a Schedule 13D under the Securities Exchange Act of 1934 or any comparable or successor report;

(3) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except as provided in subdivision (2)), or disposing of the shares with any other person that beneficially owns or whose affiliates or associates beneficially own the shares, directly or indirectly; or

(4) has any derivative instrument that includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the subject shares.

As added by P.L.133-2009, SEC.7.
Ind. Code § 23-0.5-1.5-13 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-13
"General partnership"
Status: in_force

Sec. 13. "General partnership" means a domestic general partnership formed under or subject to IC 23-4-1 or a foreign general partnership. The term includes a limited liability partnership except for the purposes of IC 23-0.5-3-4.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-29-3 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-3
Court-ordered meetings
Status: in_force

Sec. 3. The circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located may order a meeting to be held and may fix the time and place of the meeting, which shall be conducted in accordance with the corporation's articles of incorporation and bylaws:

(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or

(2) on application of a shareholder who signed a demand for a special meeting valid under section 2 of this chapter if:

(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or

(B) the special meeting was not held in accordance with the notice.

As added by P.L.149-1986, SEC.13.
Ind. Code § 23-0.5-9-36 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-36
Electronic application for reserved name
Status: reserved

Sec. 36. The secretary of state shall collect a fee of ten dollars ($10) for filing an electronic application for reserved name.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-19-7-6 — Indiana Code / Title 23 / Article 19 / Chapter 7 / Section 23-19-7-6
"Original information"
Status: in_force

Sec. 6. As used in this chapter, "original information" means information that:

(1) is provided to the division by an informant;

(2) is derived from the independent knowledge or analysis of the informant;

(3) is not known to or derived by the informant exclusively from:

(A) an allegation made in a judicial or an administrative proceeding;

(B) a government audit, investigation, hearing, or report; or

(C) a media report or an individual described in section 4(b)(1) of this chapter; and

(4) would not otherwise be known to the division if the informant had not provided the information to the division.

As added by P.L.85-2012, SEC.6.
Ind. Code § 23-14-33-33 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-33
"Vault"
Status: in_force

Sec. 33. (a) "Vault" means:

(1) an outer burial container that is designed for placement in a burial space or grave around a casket or alternative container; or

(2) the container that forms the chamber of a crypt.

(b) The term includes a burial vault, grave box, or grave liner.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-65-26 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-26
Payment of preliminary expenses for preparation of grant application; powers of cemetery board in improvement and development of cemetery
Status: in_force

Sec. 26. (a) In seeking funds for the improvement and development of a cemetery, a cemetery board may pay all preliminary expenses that the cemetery board incurs in preparing and presenting an application to a federal agency or other agency having authority to grant aid to self-liquidating projects. The expenses may be paid out of funds at the disposal of the cemetery board.

(b) Upon the adoption of its resolution of determination under section 25 of this chapter, the cemetery board shall follow the procedure established by statute for the establishment of a sewage disposal plant by the municipality.

(c) In the improvement and development of a cemetery, a cemetery board has the same powers as the board of public works or board of public works and safety of a city, including the power to do the following:

(1) Create the necessary sinking fund.

(2) Pledge the receipts of the cemetery board.

(3) Fix the rates and charges of the cemetery board at a level sufficient to pay the obligations and mortgage of the cemetery board.

(4) Otherwise obligate the property under the control of the cemetery board to secure the payment of the obligations of the cemetery board as they mature, including interest.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-1.3-2-9 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-9
"Minimum status vote"
Status: in_force

Sec. 9. "Minimum status vote" means the following:

(1) For a corporation, in addition to any other required approval or vote, a vote in which:

(A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and

(B) the corporate action is approved by vote of the shareholders of each class or series of shares entitled to cast at least ninety percent (90%) of the votes that all shareholders of the class or series are entitled to cast on the action.

(2) For a domestic business entity other than a corporation, in addition to any other required approval, vote, or consent, a vote in which:

(A) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and

(B) the action is approved by vote or consent of the holders described in clause (A) entitled to cast at least ninety percent (90%) of the votes or consents that all of the holders are entitled to cast on the action.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-4-1-27 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-27
Assignment of partner's interest
Status: in_force

Sec. 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

Formerly: Acts 1949, c.114, s.27.
Ind. Code § 23-14-62-2 — Indiana Code / Title 23 / Article 14 / Chapter 62 / Section 23-14-62-2
Petition for conveyance of cemetery
Status: in_force

Sec. 2. The persons referred to in section 1 of this chapter may file with the board of commissioners of the county in which the cemetery is located a petition asking for the conveyance of the cemetery to the corporation.

As added by P.L.52-1997, SEC.36.
Ind. Code § 23-19-4.3-9 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-9
Prohibition on carrying forward excess continuing education credits
Status: in_force

Sec. 9. An investment adviser representative who completes more than twelve (12) credits of continuing education for the reporting period may not carry forward the excess credits of continuing education.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-4-1-41 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-41
Liability of persons continuing business in certain cases
Status: in_force

Sec. 41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two (2) or more of the partners, or to one (1) or more of the partners and one (1) or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(2) When all but one (1) partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in paragraphs (1) and (2) of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(4) When all the partners or their representatives assign their rights in partnership property to one (1) or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of section 38(2)(b) of this chapter, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(7) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partners, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.

(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(10) The use by the person of partnership continuing the business of the partnership name, or the name of a deceased partner, as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

Formerly: Acts 1949, c.114, s.41. As amended by P.L.34-1987, SEC.305.
Ind. Code § 23-2-6-21 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-21
Summary denial or suspension of exemption; qualified sellers
Status: in_force

Sec. 21. (a) To protect the public interest or to protect investors, the commissioner may by order summarily deny or suspend an exemption provided under section 19 of this chapter for a qualified seller. Upon the entry of an order denying or suspending an exemption for a qualified seller, the commissioner shall promptly notify the person claiming the exemption:

(1) that an order has been entered;

(2) of the reasons for the entry of the order; and

(3) that a date for a hearing concerning the order will be determined not later than thirty (30) days after the commissioner receives a written request for a hearing.

(b) The provisions of sections 39 and 40 of this chapter apply to all subsequent proceedings after the entry of an order under this section.

(c) The commissioner may by order deny or revoke an exemption provided under section 19 of this chapter for a qualified seller if the commissioner finds that an applicant or qualified seller:

(1) is no longer in existence;

(2) has ceased to do business;

(3) is subject to:

(A) an adjudication of mental incompetence; or

(B) the control of a committee, conservator, or guardian; or

(4) cannot be located after reasonable search.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-17-28-2 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-2
Notice; means of communication
Status: in_force

Sec. 2. Notice, if otherwise in proper form under this article and subject to the requirements of section 1 of this chapter, may be communicated by any of the following:

(1) In person.

(2) By telephone, telegraph, teletype, or other form of wire or wireless communication.

(3) By mail.

(4) By a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-5-9 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-9
Civil liability; defense; rights and remedies; joint and several liability; right of contribution; statute of limitations; contractual waivers void
Status: in_force

Sec. 9. (a) Except as provided in section 11 of this chapter, a person is liable to the purchaser if the person sells a security in violation of this article, including a violation of IC 23-19-4-12(d)(9) or IC 23-19-4-12(d)(13). It is a defense if the person selling the security sustains the burden of proof that either the person did not know, and in the exercise of reasonable care could not have known, of the violation or the purchaser knowingly participated in the violation. An action under this subsection is governed by the following:

(1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the purchase, costs, and reasonable attorney's fees determined by the court or arbitrator, upon the tender of the security, or for actual damages as provided in subdivision (3).

(2) The tender referred to in subdivision (1) may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in subdivision (3).

(3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the purchase, costs, and reasonable attorneys' fees determined by the court or arbitrator.

(b) Except as provided in section 11 of this chapter, a person is liable to the seller if the person buys a security in violation of this article, including a violation of IC 23-19-4-12(d)(9) or IC 23-19-4-12(d)(13). It is a defense if the person purchasing the security sustains the burden of proof that either the person did not know, and in the exercise of reasonable care could not have known, of the conduct constituting the violation or the seller knowingly participated in the violation. An action under this subsection is governed by the following:

(1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorney's fees determined by the court or arbitrator, upon the tender of the purchase price, or for actual damages as provided in subdivision (3).

(2) The tender referred to in subdivision (1) may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in subdivision (3).

(3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the sale of the security, costs, and reasonable attorney's fees determined by the court or arbitrator.

(c) A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of this article is liable to the client. An action under this subsection shall be governed by the following:

(1) For a violation of section 1 or 2 of this chapter, the client may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the fraudulent conduct, costs, and reasonable attorney's fees determined by the court less the amount of any income received as a result of the fraudulent conduct.

(2) For a violation of any other section of this article, the client may maintain an action to recover the consideration paid for the advice, interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of payment, costs, and reasonable attorney's fees determined by the court or arbitrator.

(3) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.

(d) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (a) through (c):

(1) A person that directly or indirectly controls a person liable under subsections (a) and (b), unless the controlling person sustains the burden of proof that the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of the conduct by reason of which the liability is alleged to exist.

(2) An individual who is a managing partner, executive officer, or director of a person liable under subsections (a) through (c), including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist.

(3) An individual who is an employee of or associated with a person liable under subsections (a) through (c) and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist.

(4) A person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (a) through (c), unless the person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.

(e) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.

(f) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(g) Action under this section shall be commenced within three (3) years after discovery by the person bringing the action of a violation of this article, and not afterwards.

(h) A person that has made, or has engaged in the performance of, a contract in violation of this article or a rule adopted or order issued under this article, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this article, may not base an action on the contract.

(i) A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this article or a rule adopted or order issued under this article is void.

(j) The rights and remedies provided by this article are in addition to any other rights or remedies that may exist.

As added by P.L.27-2007, SEC.23. Amended by P.L.146-2013, SEC.3.
Ind. Code § 23-2-2.7-1 — Indiana Code / Title 23 / Article 2 / Chapter 2.7 / Section 23-2-2.7-1
Franchise agreement; unlawful provisions
Status: in_force

Sec. 1. It is unlawful for any franchise agreement entered into between any franchisor and a franchisee who is either a resident of Indiana or a nonresident who will be operating a franchise in Indiana to contain any of the following provisions:

(1) Requiring goods, supplies, inventories, or services to be purchased exclusively from the franchisor or sources designated by the franchisor where such goods, supplies, inventories, or services of comparable quality are available from sources other than those designated by the franchisor. However, the publication by the franchisor of a list of approved suppliers of goods, supplies, inventories, or service or the requirement that such goods, supplies, inventories, or services comply with specifications and standards prescribed by the franchisor does not constitute designation of a source nor does a reasonable right of the franchisor to disapprove a supplier constitute a designation. This subdivision does not apply to the principal goods, supplies, inventories, or services manufactured or trademarked by the franchisor.

(2) Allowing the franchisor to establish a franchisor-owned outlet engaged in a substantially identical business to that of the franchisee within the exclusive territory granted the franchisee by the franchise agreement; or, if no exclusive territory is designated, permitting the franchisor to compete unfairly with the franchisee within a reasonable area.

(3) Allowing substantial modification of the franchise agreement by the franchisor without the consent in writing of the franchisee.

(4) Allowing the franchisor to obtain money, goods, services, or any other benefit from any other person with whom the franchisee does business, on account of, or in relation to, the transaction between the franchisee and the other person, other than for compensation for services rendered by the franchisor, unless the benefit is promptly accounted for, and transmitted to the franchisee.

(5) Requiring the franchisee to prospectively assent to a release, assignment, novation, waiver, or estoppel which purports to relieve any person from liability to be imposed by this chapter or requiring any controversy between the franchisee and the franchisor to be referred to any person, if referral would be binding on the franchisee. This subdivision does not apply to arbitration before an independent arbitrator.

(6) Allowing for an increase in prices of goods provided by the franchisor which the franchisee had ordered for private retail consumers prior to the franchisee's receipt of an official price increase notification. A sales contract signed by a private retail consumer shall constitute evidence of each order. Price changes applicable to new models of a product at the time of introduction of such new models shall not be considered a price increase. Price increases caused by conformity to a state or federal law, or the revaluation of the United States dollar in the case of foreign-made goods, are not subject to this subdivision.

(7) Permitting unilateral termination of the franchise if such termination is without good cause or in bad faith. Good cause within the meaning of this subdivision includes any material violation of the franchise agreement.

(8) Permitting the franchisor to fail to renew a franchise without good cause or in bad faith. This chapter shall not prohibit a franchise agreement from providing that the agreement is not renewable upon expiration or that the agreement is renewable if the franchisee meets certain conditions specified in the agreement.

(9) Requiring a franchisee to covenant not to compete with the franchisor for a period longer than three (3) years or in an area greater than the exclusive area granted by the franchise agreement or, in absence of such a provision in the agreement, an area of reasonable size, upon termination of or failure to renew the franchise.

(10) Limiting litigation brought for breach of the agreement in any manner whatsoever.

(11) Requiring the franchisee to participate in any:

(A) advertising campaign or contest;

(B) promotional campaign;

(C) promotional materials; or

(D) display decorations or materials;

at an expense to the franchisee that is indeterminate, determined by a third party, or determined by a formula, unless the franchise agreement specifies the maximum percentage of gross monthly sales or the maximum absolute sum that the franchisee may be required to pay.

As added by Acts 1976, P.L.116, SEC.1. Amended by P.L.233-1985, SEC.5; P.L.11-1987, SEC.27.
Ind. Code § 23-2-2.5-42 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-42
Administration of chapter
Status: in_force

Sec. 42. This chapter shall be administered by the office of the secretary of state of Indiana through the commissioner.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-14-59-2 — Indiana Code / Title 23 / Article 14 / Chapter 59 / Section 23-14-59-2
Duties of owner upon wrongful burial
Status: in_force

Sec. 2. When a wrongful burial, entombment, inurnment, disinterment, disentombment, or disinurnment referred to in section 1(1), 1(2), 1(4), or 1(5) of this chapter occurs, the cemetery owner shall:

(1) at the expense of the cemetery owner, correct the wrongful burial, entombment, inurnment, disinterment, disentombment, or disinurnment as soon as practical after becoming aware of the error; and

(2) notify:

(A) the spouse, if living, of the deceased person whose remains were wrongfully buried, entombed, inurned, disinterred, disentombed, or disinurned, or whose outer burial container was wrongfully placed;

(B) the parents, if living, of a deceased minor child whose remains were wrongfully buried, entombed, inurned, disinterred, disentombed, or disinurned, or whose outer burial container was wrongfully placed;

(C) the person or persons whose marker, monument, memorial, foundation, or base was wrongfully placed; or

(D) the person or persons who authorized the original burial, entombment, inurnment, disinterment, disentombment, or disinurnment;

of the occurrence.

As added by P.L.52-1997, SEC.33.
Ind. Code § 23-0.5-4-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-5
Termination of listing as a commercial registered agent
Status: in_force

Sec. 5. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agent which states:

(1) the name of the agent as listed under section 4 of this chapter; and

(2) that the agent is no longer in the business of serving as a commercial registered agent in Indiana.

(b) A commercial registered agent termination statement takes effect at 12:01 a.m. on the thirty-first day after the day on which it is delivered to the secretary of state for filing.

(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the date on which the commercial registered agent termination statement was filed.

(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity under section 10 of this chapter. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-6-1 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-1
Acquisition of membership
Status: in_force

Sec. 1. (a) Subject to subsection (b), a person may become a member in a limited liability company:

(1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or if the operating agreement does not provide in writing, upon the written consent of all members; and

(2) in the case of an assignee of an interest, as provided in section 4 or 4.1 of this chapter.

(b) The effective time of admission of a member to a limited liability company is the later of the following:

(1) The date the limited liability company is organized.

(2) The time provided in the operating agreement, or if no time is provided, when the person's admission is reflected in the records of the limited liability company.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.6.
Ind. Code § 23-16-1-7 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-7
General partner
Status: in_force

Sec. 7. "General partner" means a person who has been admitted to a limited partnership or a foreign limited partnership as a general partner in accordance with the partnership agreement and is named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-16-9-1 — Indiana Code / Title 23 / Article 16 / Chapter 9 / Section 23-16-9-1
Nonjudicial dissolution
Status: in_force

Sec. 1. (a) A limited partnership is dissolved and its affairs shall be wound up upon the occurrence of the first of the following:

(1) At the time specified in the certificate of limited partnership.

(2) Upon the occurrence of events specified in the partnership agreement.

(3) Subject to a requirement in the partnership agreement requiring the approval by a greater or lesser percentage of limited partners and general partners, upon the written consent of all general partners and the affirmative vote of two-thirds (2/3) in interest of each class of limited partners.

(4) Except as provided in subsection (b), an event of withdrawal of a general partner, unless:

(A) at the time there is at least one (1) other general partner;

(B) the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner; and

(C) the remaining general partner carries on the business of the limited partnership.

(5) The entry of a decree of judicial dissolution under section 2 of this chapter.

(b) A limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal of a general partner if, within ninety (90) days after the withdrawal, all partners (or such lesser percentage as may be provided in the partnership agreement) agree in writing to continue the business of the limited partnership and agree in writing to the appointment of one (1) or more additional general partners if necessary or desired.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-31-2 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-2
"Authorizing agent" defined
Status: in_force

Sec. 2. As used in this chapter, "authorizing agent" means a person legally entitled to order the cremation and final disposition of specific human remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.6-3-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 3 / Section 23-0.6-3-3
Approval of plan of interest exchange
Status: in_force

Sec. 3. (a) A plan of interest exchange is not effective unless it has been approved:

(1) by a domestic acquired entity:

(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;

(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or

(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in clause (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.

(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-68-5 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-5
Trustee's failure to perform duties
Status: in_force

Sec. 5. A township trustee who fails to perform the trustee's duties under this chapter commits a Class C infraction.

As added by P.L.52-1997, SEC.42.
Ind. Code § 23-1-52-1 — Indiana Code / Title 23 / Article 1 / Chapter 52 / Section 23-1-52-1
Required records
Status: in_force

Sec. 1. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its 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 its principal office:

(1) Its articles or restated articles of incorporation and all amendments to them currently in effect.

(2) Its bylaws or restated bylaws and all amendments to them currently in effect.

(3) Resolutions adopted by its board of directors with respect to one (1) or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.

(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years.

(5) All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under IC 23-1-53-1.

(6) A list of the names and business addresses of its current directors and officers.

(7) Its most recent biennial report delivered to the secretary of state under IC 23-1-53-3 (before its repeal) or IC 23-0.5-2-13.

As added by P.L.149-1986, SEC.36. Amended by P.L.119-2015, SEC.23; P.L.118-2017, SEC.25.
Ind. Code § 23-6-4-13 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-13
Lending agreements; time of membership; evidence of loans; interest
Status: in_force

Sec. 13. Any lending institution may become a member of a credit corporation by entering into a lending agreement with the credit corporation on such form and in such manner as the board of directors of the credit corporation may require. Membership in a credit corporation becomes effective upon execution of such an agreement. Each member shall lend funds to the credit corporation according to the terms of the lending agreement. The board of directors of the credit corporation shall determine and approve the terms for lending agreements, subject to the following conditions:

(1) The total amount outstanding on loans to the credit corporation made by any member under its lending agreement or otherwise at any time, when added to the amount of the investment in the capital stock of the credit corporation then held by that member, may not exceed the lesser of:

(A) any limit established by applicable state or federal law; or

(B) the loan limit for that member.

(2) All loans made to the credit corporation by members must be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the credit corporation.

(3) The board of directors of the credit corporation shall determine the interest rate for the debt instruments referred to in subdivision (2).

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-40-8 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-8
Restrictions on burial rights
Status: in_force

Sec. 8. A vested right of interment, entombment, or inurnment under this chapter does not give any individual the right to:

(1) have the individual's remains interred, entombed, or inurned in any interment, entombment, or inurnment space in which the remains of a deceased individual having a prior vested right of interment, entombment, or inurnment have been deposited; or

(2) have the remains of more than one (1) deceased individual interred, entombed, or inurned in a single interment or entombment space or niche in violation of the rules and regulations of the cemetery in which the interment or entombment space or inurnment niche is located.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-0.6-1.5-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-3
"Acquiring entity"
Status: in_force

Sec. 3. "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-33-29 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-29
"Owner"
Status: in_force

Sec. 29. (a) "Owner", when used in reference to a:

(1) lot owner;

(2) lot holder;

(3) plot owner;

(4) plot holder;

(5) burial right owner;

(6) burial right holder;

(7) burial space owner; or

(8) burial space holder;

includes a holder of a lot, plot, burial right, or burial space.

(b) "Owner", when used in reference to a:

(1) lot owner;

(2) lot holder;

(3) plot owner;

(4) plot holder;

(5) burial right owner;

(6) burial right holder;

(7) burial space owner; or

(8) burial space holder;

does not include a cemetery owner or an owner of a cemetery.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-1.3-2-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-4
"Benefit director"
Status: in_force

Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-0.5-2-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-2
Forms
Status: in_force

Sec. 2. (a) The secretary of state may provide forms for entity filings required or permitted to be made by this article, but, except as otherwise provided in subsection (b), their use is not required.

(b) The secretary of state may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the secretary of state.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-52-2 — Indiana Code / Title 23 / Article 1 / Chapter 52 / Section 23-1-52-2
Shareholder's right to inspect and copy records
Status: in_force

Sec. 2. (a) Subject to section 3(c) of this chapter, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 1(e) of this chapter if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:

(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a).

(2) Accounting records of the corporation.

(3) The record of shareholders.

(c) A shareholder may inspect and copy the records identified in subsection (b) only if:

(1) the shareholder's demand is made in good faith and for a proper purpose;

(2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

(3) the records are directly connected with the shareholder's purpose.

(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

(e) This section does not affect:

(1) the right of a shareholder to inspect records under IC 23-1-30-1 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this article, to compel the production of corporate records for examination.

As added by P.L.149-1986, SEC.36.
Ind. Code § 23-19-2-2.6 — Indiana Code / Title 23 / Article 19 / Chapter 2 / Section 23-19-2-2.6
Repealed
Status: repealed

As added by P.L.71-2014, SEC.3. Repealed by P.L.160-2015, SEC.5.
Ind. Code § 23-17-32-3 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-3
"Nonprofit organization"
Status: in_force

Sec. 3. As used in this chapter, "nonprofit organization" means one (1) of the following:

(1) A domestic corporation (as defined in IC 23-17-2-11).

(2) A foreign corporation (as defined in IC 23-17-2-13).

(3) An entity that is exempt from federal income tax under Section 501(c) of the Internal Revenue Code.

(4) An entity that has submitted an application with the Internal Revenue Service for recognition of an exemption under Section 501(c) of the Internal Revenue Code.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-6-3-3 — Indiana Code / Title 23 / Article 6 / Chapter 3 / Section 23-6-3-3
Annual meeting; governing body; election; resolutions
Status: in_force

Sec. 3. (a) There shall be an annual meeting of the members of the society at a time and place to be specified in the bylaws.

(b) At each annual meeting one-third (1/3) of the members of the governing body shall be elected by the members of the society in a manner and for terms to be specified in the bylaws.

(c) The number of members of the governing body shall be fixed by the bylaws.

(d) The members of the society, at the annual meeting, may adopt such resolutions for the government of the society as they think proper and as are not inconsistent with this chapter and with the laws and constitution of this state.

Formerly: Acts 1831, c.34, s.2; Acts 1969, c.88, s.1; Acts 1978, P.L.152, SEC.2. As added by Acts 1982, P.L.146, SEC.1.
Ind. Code § 23-1.5-1-8 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-8
"Health care professional"
Status: in_force

Sec. 8. "Health care professional" means an individual who is licensed, certified, or registered by a board (as defined in IC 25-1-9-1). However, the term does not include a veterinarian.

As added by P.L.239-1983, SEC.1. Amended by P.L.150-1986, SEC.1; P.L.149-1987, SEC.15; P.L.14-2002, SEC.1.
Ind. Code § 23-4-1-20 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-20
Duty of partners to render information
Status: in_force

Sec. 20. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

Formerly: Acts 1949, c.114, s.20.
Ind. Code § 23-4-1-21 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-21
Partner accountable as fiduciary
Status: in_force

Sec. 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.

(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

Formerly: Acts 1949, c.114, s.21.
Ind. Code § 23-2.5-5-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-3
Loan processing company notice filing; annual renewal
Status: in_force

Sec. 3. (a) A loan processing company notice filing described in section 2 of this chapter:

(1) expires on December 31 of each year; and

(2) must be refiled annually.

(b) A loan processing company shall update and renew the loan processing company's notice filing before the date on which the loan processing company notice filing expires by resubmitting the information and fee set forth in section 2 of this chapter.

(c) A loan processing company that engages in loan processing activities without filing or renewing a loan processing company notice filing as required by this chapter violates this article.

As added by P.L.175-2019, SEC.2. Amended by P.L.158-2022, SEC.3.
Ind. Code § 23-18-4-11 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-11
Resignation of manager
Status: in_force

Sec. 11. (a) A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement.

(b) A written operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding any provision in an operating agreement to the contrary, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount payable to the resigning manager.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-2.5-31 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-31
Survival of actions
Status: in_force

Sec. 31. Every civil action under this chapter survives the death of any person who might have been a plaintiff or defendant.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-13-16-1 — Indiana Code / Title 23 / Article 13 / Chapter 16 / Section 23-13-16-1
Repealed
Status: repealed

Formerly: Acts 1941, c.62, s.1. As amended by P.L.34-1987, SEC.358. Repealed by P.L.1-1989, SEC.75.
Ind. Code § 23-14-43-2 — Indiana Code / Title 23 / Article 14 / Chapter 43 / Section 23-14-43-2
Restrictions on improvements
Status: in_force

Sec. 2. The part of an approach or road that is improved under section 1 of this chapter may not exceed a distance of one-half (1/2) mile from the cemetery.

As added by P.L.52-1997, SEC.17.
Ind. Code § 23-2.5-9-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-7
Loan processor; loan processor company; violations
Status: in_force

Sec. 7. The following are subject to disciplinary proceedings under IC 23-2.5-11 for a violation of this article:

(1) A loan processor.

(2) A loan processing company.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-6-4-18 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-18
Deposits of funds
Status: in_force

Sec. 18. (a) A credit corporation may deposit its funds only in a financial institution that has been designated as a depository by a vote of a majority of the directors of the credit corporation present at an authorized meeting of the board of directors. However, a director of the credit corporation who is also an officer or director of a financial institution may not vote on a proposal to designate that financial institution as a depository and may not be counted as being present when a vote on such a proposal is taken.

(b) A credit corporation may not receive money on deposit.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-1-33-10 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-10
Compensation
Status: in_force

Sec. 10. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-16-3-7 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-7
Filing in office of secretary of state
Status: in_force

Sec. 7. (a) The original signed copy of the certificate of limited partnership, of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation), and of any restated certificate shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) or a restated certificate in the office of the secretary of state, or upon the effective date or time provided for in a certificate of amendment (or judicial decree of amendment) or a restated certificate, the certificate of limited partnership is amended or restated as set forth in the certificate of amendment or restated certificate. Upon the filing of a certificate of cancellation (or a judicial decree of cancellation), or upon the effective date or time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled.

As added by P.L.147-1988, SEC.1. Amended by P.L.119-2015, SEC.42; P.L.118-2017, SEC.66.
Ind. Code § 23-0.6-3-6 — Indiana Code / Title 23 / Article 0.6 / Chapter 3 / Section 23-0.6-3-6
Effect of interest exchange
Status: in_force

Sec. 6. (a) When an interest exchange becomes effective:

(1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under IC 23-0.6-1-8 and the acquired entity's organic law;

(2) the acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) the public organic document, if any, of the acquired entity is amended as provided in the articles of interest exchange and is binding on its interest holders; and

(4) the private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange and are binding on and enforceable by:

(A) its interest holders; and

(B) in the case of an acquired entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the acquired entity's private organic rules.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governing person, or third party would otherwise have upon a dissolution, liquidation, or winding up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange under this chapter becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic exchanging entity in accordance with applicable law.

(e) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:

(1) The interest exchange does not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective.

(2) The person does not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective.

(3) The organic law of the domestic acquired entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the interest exchange had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under subdivision (1) as if the interest exchange had not occurred.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-17-16-8 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-8
Grounds for indemnification; conduct with respect to employee benefit plans; judgment, order, settlement, conviction, or nolo contendere plea not determinative of failure to meet standard of conduct
Status: in_force

Sec. 8. (a) If an individual is made a party to a proceeding because the individual is or was a director, a corporation may indemnify the individual against liability incurred in the proceeding if:

(1) the individual's conduct was in good faith; and

(2) the individual reasonably believed:

(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and

(B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and

(3) in the case of any criminal proceeding, the individual:

(A) had reasonable cause to believe the individual's conduct was lawful; or

(B) had no reasonable cause to believe the individual's conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.6-1.5-7 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-7
"Articles of interest exchange"
Status: in_force

Sec. 7. "Articles of interest exchange" refers to the filing required by IC 23-0.6-3-5.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-31-14 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-14
"Funeral home" defined
Status: in_force

Sec. 14. As used in this chapter, "funeral home" means a place that is licensed under IC 25-15 where:

(1) human remains are prepared for a funeral or disposition;

(2) human remains are held for disposition; and

(3) funerals are conducted or provided.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-2-4-21 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-21
Commissioner; petition for appointment of receiver
Status: in_force

Sec. 21. If the commissioner has reason to believe that a continuing care retirement community is insolvent, the commissioner may petition the superior or circuit court of the county in which the continuing care retirement community is located, or the superior or circuit court of Marion County, for the appointment of a receiver to assume the management and possession of the continuing care retirement community and its assets.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.14.
Ind. Code § 23-1.5-2-8 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-8
Repealed
Status: repealed

As added by P.L.239-1983, SEC.1. Repealed by P.L.118-2017, SEC.29.
Ind. Code § 23-14-44-1 — Indiana Code / Title 23 / Article 14 / Chapter 44 / Section 23-14-44-1
Restrictions on road or utility construction
Status: in_force

Sec. 1. (a) This section applies to a cemetery from the time interment, entombment, or inurnment spaces in the cemetery are ready for immediate use and bona fide sales have been made.

(b) A railroad, street, road, alley, pipeline, pole line, or other public thoroughfare or utility shall not be laid out through, over, or across any part of the cemetery within one hundred (100) feet of:

(1) a space in which burial rights have been transferred;

(2) a mausoleum in the cemetery;

(3) a garden crypt in the cemetery; or

(4) a columbarium in a cemetery;

without the consent of the owner of the cemetery.

As added by P.L.52-1997, SEC.18.
Ind. Code § 23-17-25.7-4 — Indiana Code / Title 23 / Article 17 / Chapter 25.7 / Section 23-17-25.7-4
Charitable organization's right of action; complaint with applicable primary regulator; civil penalty
Status: in_force

Sec. 4. A charitable organization may bring an action in court under section 3(d) of this chapter or file a complaint with the applicable primary regulator with jurisdiction over a financial institution or an insurance company if the charitable organization believes that a financial institution or insurance company is not complying with this chapter. If a charitable organization files a complaint, the applicable primary regulator shall investigate the complaint. The applicable primary regulator may impose a civil penalty on the financial institution or insurance company in an amount not less than five hundred dollars ($500) and not more than ten thousand dollars ($10,000) per incident.

As added by P.L.220-2025, SEC.2.
Ind. Code § 23-14-71-1 — Indiana Code / Title 23 / Article 14 / Chapter 71 / Section 23-14-71-1
"Association" defined
Status: in_force

Sec. 1. As used in this chapter, "association" refers to the Union Chapel Cemetery Association.

As added by P.L.52-1997, SEC.45.
Ind. Code § 23-14-69-4 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-4
Donated land
Status: in_force

Sec. 4. (a) The township trustee may accept donations of land suitable for a public cemetery if the township trustee considers acceptance of the land to be in the best interests of the township.

(b) Donated land shall be:

(1) conveyed to the township;

(2) set apart by the trustee for a public cemetery; and

(3) kept in good condition and repair by the township trustee.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-16-3-11 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-11
Integration and restatement of certificate
Status: in_force

Sec. 11. (a) Whenever it so desires, a limited partnership may integrate into a single instrument all of the provisions of its certificate of limited partnership that are in effect and operative as a result of the previous filing with the secretary of state of one (1) or more certificates or other instruments under this article by filing a restated certificate of limited partnership specifically designated as a "Restated Certificate of Partnership", and stating in its heading or in a separate paragraph that there is no discrepancy between the provisions of the original certificate of limited partnership with its amendments and the restated certificate. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as previously amended or supplemented, it must bear a heading with the words "Amended and Restated Certificate of Limited Partnership" together with such other words as the partnership considers appropriate, it must be executed by at least one (1) general partner and by each other general partner designated in the amended and restated certificate of limited partnership as a new general partner, and it must be filed under section 7 of this chapter in the office of the secretary of state.

(b) A restated or amended and restated certificate of limited partnership must state, either in its heading or in an introductory paragraph, the limited partnership's present name (and, if it has been changed, the name under which the limited partnership was originally filed), the date of filing of the original certificate of limited partnership with the secretary of state, and the effective date or time (which must be a date or time certain) of the restated or amended and restated certificate, if it is not to be effective upon the filing of the restated or amended and restated certificate. A restated or amended and restated certificate must also state that it was duly executed and is being filed in accordance with this section.

(c) Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the effective date or time provided for in the restated certificate of limited partnership, the initial certificate of limited partnership, as previously amended or supplemented, is superseded. After that filing, the restated certificate of limited partnership, including any further amendment or changes made by the restated certificate, is the certificate of limited partnership, but the original effective date of formation of the limited partnership remains unchanged.

(d) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership under this section is subject to any other provision of this article that is not inconsistent with this section and that would apply if a separate certificate of amendment were filed to effect the amendment or change.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-13-2.5 — Indiana Code / Title 23 / Article 17 / Chapter 13 / Section 23-17-13-2.5
Contracts and transactions in which member, director, officer, or member of designated body has interest
Status: in_force

Sec. 2.5. (a) This section applies unless the articles of incorporation or bylaws of a corporation provide otherwise.

(b) Subject to subsection (c), a contract or transaction between:

(1) a corporation and one (1) or more of the corporation's members, directors, members of a designated body, or officers; or

(2) a corporation and any other corporation, partnership, association, or entity in which one (1) or more of the corporation's members, directors, officers, or members of a designated body:

(A) are members, directors, members of a designated body, or officers;

(B) hold a similar position; or

(C) have a financial interest;

is not void or voidable solely because of the relationship or interest, solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because the vote of the member, director, member of a designated body, or officer is counted for authorizing the contract or transaction.

(c) A contract or transaction described under subsection (b) is not void or voidable as provided under subsection (b) if one (1) or more of the following apply:

(1) The:

(A) material facts as to the:

(i) relationship or interest of a member, a director, a member of a designated body, or an officer; and

(ii) contract or transaction;

are disclosed or known to the board of directors; and

(B) board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even if the disinterested directors are less than a quorum.

(2) The:

(A) material facts as to the:

(i) relationship or interest of the member, director, member of a designated body, or officer; and

(ii) contract or transaction;

are disclosed or known to the members who are entitled to vote on the contract or transaction; and

(B) contract or transaction is specifically approved in good faith by a vote of the members who are entitled to vote on the contract or transaction.

(3) The contract or transaction is fair as to the corporation at the time the contract or transaction is authorized, approved, or ratified by the board of directors or the members.

(d) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction described under subsection (b).

As added by P.L.110-2008, SEC.6.
Ind. Code § 23-0.5-4-6 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-6
Change of information
Status: in_force

Sec. 6. (a) A represented entity may change the information on file under section 3(b) of this chapter by delivering to the secretary of state for filing a statement of change signed by the entity which states:

(1) the name of the entity; and

(2) the information that is to be in effect as a result of the filing of the statement of change.

(b) The interest holders or governing persons of a domestic entity need not approve the filing of:

(1) a statement of change under this section; or

(2) a similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.

(c) A statement of change under this section designating a new registered agent must state:

(1) the registered agent's consent; or

(2) a representation that the registered agent has consented.

(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under section 3(b) of this chapter by amending its most recent registered agent filing in a manner provided by the law of Indiana other than this section for amending the filing.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-54-3 — Indiana Code / Title 23 / Article 1 / Chapter 54 / Section 23-1-54-3
Indiana business law survey commission
Status: in_force

Sec. 3. (a) The Indiana business law survey commission is established for the purpose of considering recommendations to the general assembly, from time to time, concerning amendments to this article, IC 23-17, or any other corporation, limited liability company, or partnership laws, or new or additional legislation affecting corporations, limited liability companies, partnerships, or other business entities (domestic or foreign) authorized to do business or doing business in Indiana.

(b) The commission consists of fourteen (14) members, appointed by the governor, who shall serve without compensation and without reimbursement for expenses. The secretary of state also shall serve as an ex officio member.

(c) The commission shall conduct its proceedings and affairs according to such rules as it may prescribe.

(d) The commission may publish official comments.

As added by P.L.145-1988, SEC.9. Amended by P.L.226-1989, SEC.3; P.L.179-1991, SEC.26; P.L.8-1993, SEC.306; P.L.130-2006, SEC.20.
Ind. Code § 23-0.5-9-56 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-56
Service of process on secretary of state
Status: in_force

Sec. 56. The secretary of state shall collect a fee of ten dollars ($10) each time process is served on the secretary of state under this article. If the party to a proceeding causing service of process prevails in the proceeding, then that party is entitled to recover this fee as costs from the nonprevailing party.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-33-11 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-11
"Community columbarium"
Status: in_force

Sec. 11. "Community columbarium" means a columbarium in which inurnment rights are or have been offered for sale to the general public.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-1-45-5 — Indiana Code / Title 23 / Article 1 / Chapter 45 / Section 23-1-45-5
Continuance of corporate existence; winding up affairs; effect of dissolution
Status: in_force

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to its shareholders;

(3) discharging or making provision for discharging its liabilities;

(4) distributing its remaining property among its shareholders according to their interests; and

(5) doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) transfer title to the corporation's property;

(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) subject its directors or officers to standards of conduct different from those prescribed in IC 23-1-33 through IC 23-1-37;

(4) change:

(A) quorum or voting requirements for its board of directors or shareholders;

(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or

(C) provisions for amending its bylaws;

(5) prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) terminate the authority of the registered agent of the corporation.

As added by P.L.149-1986, SEC.29.
Ind. Code § 23-2.5-7-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-3
Loan processor or underwriter activities; representation to public
Status: in_force

Sec. 3. An individual who acts solely as a loan processor or an underwriter shall not represent to the public through:

(1) advertising; or

(2) other means of communicating or providing information, including business cards, stationery, brochures, signs, rate lists, or other promotional items;

that the individual will perform mortgage loan origination activities or otherwise act as a mortgage loan originator.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-31-1 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-1
"Alternative container" defined
Status: in_force

Sec. 1. As used in this chapter, "alternative container" means a rigid or nonrigid receptacle or other enclosure that:

(1) is made of a nonmetallic material;

(2) does not have ornamentation or an inner lining;

(3) may be closed adequately to provide a complete covering for human remains;

(4) is resistant to leakage or spillage;

(5) is rigid enough for handling with ease; and

(6) provides protection for the health, safety, and personal integrity of crematory personnel.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-2-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-1
Requirements; filing fee; biennial report
Status: in_force

Sec. 1. (a) To be filed by the secretary of state under this article, an entity filing must be received by the secretary of state, comply with this article, and satisfy the following:

(1) The entity filing must be required or permitted by this article.

(2) The entity filing must be transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state.

(3) The entity filing must be legible, typewritten or printed, or, if electronically transmitted, in a format that can be retrieved in a reproduced or typewritten form, and otherwise suitable for processing. The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.

(4) The entity filing must be signed by or on behalf of a person authorized to sign the filing.

(5) The entity filing must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.

(6) The entity filing may contain other information as well.

(b) If law other than this article prohibits the disclosure by the secretary of state of information contained in an entity filing, the secretary of state shall file the entity filing if the filing otherwise complies with this article but may redact the information.

(c) When an entity filing is delivered to the secretary of state for filing, any fee required under this article must be paid in a manner permitted by the secretary of state.

(d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

(e) If a person submits a biennial report on behalf of another person, the person submitting the biennial report shall take reasonable steps, including manual verification, the use of software or third party services to perform background or identification verification, or obtaining identifying documents from the person on whose behalf the biennial report is being submitted, such as:

(1) a state issued driver's license;

(2) a state issued identification card; or

(3) a passport;

to verify the identity of the person on whose behalf the submitting person is submitting the biennial report.

(f) A person who submits a biennial report on behalf of another person under subsection (e) shall provide the information used by the submitting person to verify the identity of the person on whose behalf the biennial report is being submitted to the secretary of state upon request.

As added by P.L.118-2017, SEC.5. Amended by P.L.96-2025, SEC.3.
Ind. Code § 23-14-31-40 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-40
Removal of recoverable residue
Status: in_force

Sec. 40. After each cremation, all the recoverable residue of the cremation process that it is practical to recover must be removed from the cremation chamber.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-9-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-1
Articles of incorporation; domestic business corporation
Status: in_force

Sec. 1. The secretary of state shall collect the following fees for filing the articles of incorporation of a domestic business corporation:

(1) Seventy-five dollars ($75) for an electronic filing.

(2) One hundred dollars ($100) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-65-15 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-15
Powers of cemetery board
Status: in_force

Sec. 15. A cemetery board may:

(1) make all necessary rules and regulations for the management of the cemetery or cemeteries over which it has control and management;

(2) sell lots or parts of lots at prices that the board considers reasonable; and

(3) require payment for sales:

(A) in cash; or

(B) partly in cash and the balance in deferred payments spread over a time the board considers reasonable.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-1-32-5 — Indiana Code / Title 23 / Article 1 / Chapter 32 / Section 23-1-32-5
"Shareholder" defined
Status: in_force

Sec. 5. For purposes of this chapter, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.

As added by P.L.149-1986, SEC.16.
Ind. Code § 23-19-4.3-2 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-2
Examination requirements for registration as an agent of a broker-dealer; exceptions
Status: in_force

Sec. 2. (a) This section applies to an applicant seeking to register as an agent of a broker-dealer under IC 23-19-4.

(b) Except as provided in subsections (c) through (e), an applicant must pass:

(1) the Series 63 or Series 66 examination; and

(2) any other examination required by the commissioner;

within the two (2) years preceding the date of application.

(c) An applicant is in compliance with the examination requirement under subsection (b) if the:

(1) applicant has not been registered as an agent in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA;

(3) applicant's FINRA qualifying examinations are valid through the applicant's participation in the Maintaining Qualifications Program administered by FINRA; and

(4) applicant is a participant in the Examination Validity Extension Program for agents of broker-dealers administered by NASAA within two (2) years of agent registration termination.

(d) An applicant is in compliance with the examination requirement in subsection (b)(2) if the:

(1) applicant has not been registered as an agent in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA; and

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA.

(e) The commissioner may waive any of the examination requirements under subsection (b).

(f) For purposes of investment adviser representative registration, the validity of an applicant's investment adviser representative portion of the Series 66 examination may not be extended through participation in the Maintaining Qualifications Program administered by FINRA.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-19-4-1.5 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-1.5
Exemption from registration for merger and acquisition brokers; exceptions
Status: in_force

Sec. 1.5. (a) As used in this section, "business combination related shell company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(i), as in effect on July 1, 2026.

(b) As used in this section, "eligible privately held company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(iii), as in effect on July 1, 2026.

(c) As used in this section, "merger and acquisition broker" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(iv), as in effect on July 1, 2026.

(d) As used in this section, "passive buyer" means a person or a group of people that acquire ownership of an eligible privately held company, but does not direct the management or policies of the eligible privately held company after the transaction.

(e) As used in this section, "shell company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(v), as in effect on July 1, 2026.

(f) Except as provided in subsections (g) and (h), a merger and acquisition broker shall be exempt from registration as a broker-dealer under this article.

(g) A merger and acquisition broker is not exempt from registration under subsection (f) if the merger and acquisition broker does any of the following:

(1) Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company, receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the transaction.

(2) Engages on behalf of an issuer in a public offering of any class of securities that is registered, or is required to be registered, with the Securities and Exchange Commission under 15 U.S.C. 78l.

(3) Engages on behalf of an issuer in a public offering of any class of securities that the issuer files, or is required to file, periodic information, documents, and reports under 15 U.S.C. 78o(d).

(4) Engages on behalf of any party in a transaction involving a shell company other than a business combination related shell company.

(5) Directly or indirectly, through any of its affiliates, provides financing related to the transfer of ownership of an eligible privately held company.

(6) Assists any party in obtaining financing from an unaffiliated third party without:

(A) complying with all applicable laws in connection with providing the assistance described in this subdivision, including, if applicable, Regulation T (12 CFR 220 et seq.); and

(B) disclosing any compensation received by the merger and acquisition broker in writing to the party.

(7) Represents both the buyer and the seller in the same transaction without providing a clear written disclosure describing who the merger and acquisition broker represents and obtaining written consent from the buyer and the seller to the joint representation.

(8) Facilitates a transaction with a group of buyers formed with the assistance of the merger and acquisition broker to acquire an eligible privately held company.

(9) Engages in a transaction involving the transfer of ownership of an eligible privately held company to a passive buyer or a group of passive buyers.

(10) Binds a party to a transfer of ownership of an eligible privately held company.

(h) A merger and acquisition broker or an officer, director, member, manager, partner, or employee of the merger and acquisition broker is not exempt from registration under subsection (f) if the merger and acquisition broker or an officer, director, member, manager, partner, or employee of the merger and acquisition broker:

(1) has been barred from association with a broker-dealer by the Securities and Exchange Commission, any state, or any self-regulatory organization; or

(2) is suspended from association with a broker-dealer.

As added by P.L.41-2026, SEC.2.
Ind. Code § 23-18-2-12 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-12
Repealed
Status: repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.228-1995, SEC.26. Repealed by P.L.118-2017, SEC.102.
Ind. Code § 23-2-6-6 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-6
"Commodity contract" defined
Status: in_force

Sec. 6. As used in this chapter, "commodity contract" means an account, an agreement, or a contract that:

(1) is for the purchase or sale of at least one (1) commodity;

(2) is primarily for speculation or investment purposes; and

(3) is not primarily for the use or consumption by the offeree or purchaser;

regardless of whether the account, agreement, or contract is for immediate or subsequent delivery or whether delivery is intended by the parties, and whether characterized as a cash contract, deferred shipment or deferred delivery contract, forward contract, futures contract, installment or margin contract, leverage contract, or otherwise. For purposes of this chapter, any commodity contract offered or sold shall, in the absence of evidence to the contrary, be presumed to be offered or sold for speculation or investment purposes. The term does not include a contract or agreement that requires, and under which the purchaser receives, physical delivery of the total amount of each commodity to be purchased under the contract or agreement not later than twenty-eight (28) calendar days after payment in good funds of any portion of the purchase price.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-2.5-4-8 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-8
Notice of change in material fact or statement in license application
Status: in_force

Sec. 8. (a) If a material fact or statement included in an application for a license under this chapter changes after the application has been submitted, the applicant shall provide written notice to the commissioner of the change.

(b) The commissioner may deny issuance, revoke, or refuse to renew a license under this article if the applicant or licensee:

(1) fails to provide the written notice required by this section within two (2) business days after the date on which the applicant or licensee discovers or should have discovered the change; or

(2) is not qualified for licensure under this article as a result of the change in a material fact or statement.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-8-11 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-11
Loan broker reports of condition
Status: in_force

Sec. 11. (a) A loan broker shall, when required by the commissioner, submit reports of condition to the:

(1) commissioner; and

(2) Nationwide Multistate Licensing System.

(b) A report required by this section must be in the form and contain the information required by the commissioner.

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

Sec. 2. For the purpose of this chapter:

(a) A "business trust" is an unincorporated business association which is created by a trust instrument, pursuant to common law or enabling legislation, under which property is held, managed, administered, controlled, invested, reinvested, or operated, or business or professional activities for profit are carried on, by a trustee or trustees for the benefit and profit of such person or persons as are or may become the holders of transferable certificates, issued pursuant to the provisions of the trust instrument, which have either restricted or unrestricted transferability, evidencing beneficial interests in the trust estate, including but not limited to a trust of the type known at common law as a business trust, or Massachusetts trust, or a trust qualifying as a real estate investment trust under Section 856 of the Internal Revenue Code or under any similar statute. Such business trust may provide that the holders of such certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit. A business trust shall not be construed to include, and this chapter shall not apply to, the form of trust known as a land trust, under which a trustee or trustees holds the legal or equitable title to real estate, which does not issue transferable certificates of beneficial interest and which has less than one hundred beneficiaries. Nothing in the specific exclusion shall be construed to enlarge the operation or application of this chapter.

(b) A "domestic business trust" is one created under the laws of this state.

(c) A "foreign business trust" is one created under the laws of a territory or state other than Indiana.

(d) The "corpus" of any business trust shall consist of its net worth and shall be equivalent to the capital, paid-in surplus, and accumulated earnings or earned surplus of a corporation.

Formerly: Acts 1963, c.353, s.2. As amended by P.L.2-1987, SEC.33.
Ind. Code § 23-1-53-1 — Indiana Code / Title 23 / Article 1 / Chapter 53 / Section 23-1-53-1
Annual financial statements
Status: in_force

Sec. 1. (a) On written request of any shareholder, a corporation shall prepare and mail to the shareholder annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year most recently completed, an income statement for that year, and a statement of changes in shareholders' equity for that year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(1) stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.26.
Ind. Code § 23-2-2.5-18 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-18
Renewal of registration; period
Status: repealed

Sec. 18. A registration by notification may be renewed by submitting to the commissioner a registration renewal form not later than the date the registration is due to expire. Registration of the offer is renewed at the time the registration would have expired unless the franchisor requests an earlier renewal date. A renewal is effective for a period of one (1) year unless the commissioner specifies a shorter period.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.9; P.L.48-2006, SEC.6; P.L.152-2020, SEC.4.
Ind. Code § 23-14-35-2 — Indiana Code / Title 23 / Article 14 / Chapter 35 / Section 23-14-35-2
Replacement plats
Status: in_force

Sec. 2. A replacement plat made under section 1 of this chapter must designate:

(1) the exact location, length, and width of all vehicle drives, paths, walks, sections and lots; and

(2) the number of each lot in the cemetery.

As added by P.L.52-1997, SEC.9.
Ind. Code § 23-19-4-13 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-13
Third party solicitor; required written disclosures; restrictions; exemptions
Status: in_force

Sec. 13. (a) For purposes of this section, "adviser" refers to any of the following:

(1) An investment adviser.

(2) A federal covered investment adviser.

(3) An investment adviser representative.

(b) A third party solicitor shall provide a copy of the third party solicitor's written disclosure document to a client at the time a solicitation is made.

(c) A third party solicitor's written disclosure document must include the following:

(1) The names of the third party solicitor and the adviser who have entered into an agreement for solicitation services.

(2) The nature of the relationship between the third party solicitor and the adviser, including any affiliation.

(3) A statement that the adviser will compensate the third party solicitor for solicitation services.

(4) A statement that the adviser will charge the client for:

(A) the solicitation services; and

(B) the adviser's fee.

(5) The amount of any difference in the adviser's fee if:

(A) the client is charged an adviser's fee that is greater than the adviser's fee charged to other clients; and

(B) the difference is attributable to the third party solicitor and the adviser's arrangement for solicitation services.

(d) Except as provided in subsection (e), an adviser who is employed by or associated with an investment adviser shall not, directly or indirectly, compensate a third party solicitor for solicitation services performed in Indiana.

(e) An adviser may compensate a third party solicitor for solicitation services performed in Indiana if all of the following apply:

(1) The adviser is properly registered with the division or exempted from registration under this article.

(2) The adviser receives from the client, before entering into an investment advisory contract, a signed and dated acknowledgment that the client received:

(A) a Form ADV Part II, or any successor brochure form required to be filed under:

(i) 17 CFR 203-1(a); or

(ii) rules promulgated under this article; or

a written disclosure statement including all the information required by a Form ADV Part II; and

(B) the third party solicitor's written disclosure document.

(3) The adviser makes a good faith effort to ascertain whether the third party solicitor complies with the written agreement.

(4) The adviser has a reasonable basis for believing that the third party solicitor has complied with the written agreement.

(5) The third party solicitor is compensated under a written agreement that the adviser is a party to.

(6) The third party solicitor is not the subject of an order listed by IC 23-19-4-12(d)(5).

(7) The adviser and the third party solicitor have entered into a written agreement that:

(A) describes the third party solicitor's:

(i) services on behalf of the adviser; and

(ii) compensation for the services;

(B) contains the third party solicitor's agreement to perform the third party solicitor's duties consistent with:

(i) the adviser's instructions; and

(ii) this article; and

(C) requires the third party solicitor, when performing solicitation services described in the agreement, to provide the client with:

(i) a current copy of the adviser's Form ADV Part II, or any successor form; and

(ii) a copy of the third party solicitor's written disclosure document.

(f) This section does not relieve an adviser of any fiduciary or other obligations under any law.

As added by P.L.158-2022, SEC.6.
Ind. Code § 23-17-12-3 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-3
Number of directors; increase or decrease in number
Status: in_force

Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased, but to not less than three (3), by an amendment to or in a manner prescribed in articles of incorporation or bylaws.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-50-2 — Indiana Code / Title 23 / Article 14 / Chapter 50 / Section 23-14-50-2
Charitable and eleemosynary purpose of funds
Status: in_force

Sec. 2. (a) The accumulation and holding of:

(1) the funds authorized by IC 23-14-48 and IC 23-14-49-2; and

(2) contributions to those funds;

are expressly permitted and shall be considered to be for a charitable and eleemosynary purpose.

(b) The funds and contributions referred to in subsection (a) are considered to be a provision:

(1) for the discharge of a duty due from the person or persons contributing to the fund to the person or persons whose remains are or will be interred in the cemetery; and

(2) for the benefit and protection of the public by preserving, beautifying, and keeping cemeteries from becoming places of reproach and desolation in the communities in which they are situated.

(c) A fund referred to in subsection (a) or a payment, gift, grant, bequest, or other contribution to the fund:

(1) is not invalid by reason of any indefiniteness or uncertainty of the persons designated as beneficiaries in the instruments creating the fund; and

(2) is not invalid as violating any law against perpetuities or suspension of the power of alienation of title to property.

As added by P.L.52-1997, SEC.24.
Ind. Code § 23-14-31-41 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-41
Additional containers for cremated remains
Status: in_force

Sec. 41. If all of the recovered cremated remains will not fit in the receptacle that has been selected, the remainder of the cremated remains must be placed in a separate, additional container and returned to the funeral home or funeral director for return to the authorizing agent.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-2-12.5 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-12.5
"Health care entity"
Status: in_force

Sec. 12.5. (a) As used in sections 13 and 14 of this chapter, "health care entity" means any organization or business that provides health care services. The term does not include the following:

(1) A hospital.

(2) An insurer (as defined in IC 27-1-4.5-2).

(3) A pharmacy benefit manager (as defined in IC 27-1-4.5-3).

(4) A third party administrator (as defined in IC 27-1-4.5-4).

(5) A person or entity that does not accept commercial health insurance reimbursement.

(b) As used in this section, "health care services" means any diagnostic, medical, surgical, dental treatment, or rehabilitative care for the purpose of preventing, alleviating, curing, or healing human illness or injury.

As added by P.L.239-2025, SEC.6.
Ind. Code § 23-14-65-5 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-5
Application of chapter
Status: in_force

Sec. 5. This chapter applies to all public cemeteries that are:

(1) owned by a municipality; and

(2) located within five (5) miles of the municipality.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-2.5-1-21 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-21
"Mortgage loan origination activities"
Status: in_force

Sec. 21. "Mortgage loan origination activities" means performance of any of the following activities for compensation or gain in connection with a residential mortgage loan:

(1) Receiving or recording a borrower's or potential borrower's residential mortgage loan application information in any form for use in a credit decision by a creditor.

(2) Offering to negotiate or negotiating terms of a residential mortgage loan.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2-3.1-7 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-7
Hearing; findings and order; notices; expenses; right to appear; insurance companies
Status: in_force

Sec. 7. (a) A hearing shall be held at any time within twenty (20) business days after the required statements under sections 5 and 5.5 of this chapter are filed. If, following the hearing, and within twenty (20) business days after a statement is filed, the commissioner finds by a preponderance of the evidence that:

(1) the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer; or

(2) the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms; the commissioner shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications.

(b) At least five (5) days notice shall be given to the target company, the offeror, and such other persons as the commissioner may designate that a hearing will be held under this section.

(c) The expenses, including the cost of transcripts, of all hearings held under this section shall be borne by the offeror. As security for the payment of the expenses, the offeror shall file with the commissioner an acceptable bond or other deposit in an amount determined by the commissioner.

(d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this chapter and to become a party to the proceeding. Each such person has the right to present evidence, examine and cross-examine witnesses, offer oral written arguments and, in connection with the proceeding may conduct discovery proceedings in the manner provided in the Indiana Rules of Trial Procedure. The commissioner may employ any sanction or power granted courts in the Indiana Rules of Trial Procedure, excluding the power of contempt, to enforce the commissioner's discovery rulings or orders.

(e) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising the offerees of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be tendered, or purchased by the offeror, until after approval by both the securities commissioner and the insurance commissioner. All expenses of notifying the offerees shall be borne by the offeror.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.4; P.L.242-1983, SEC.5; P.L.229-1989, SEC.6.
Ind. Code § 23-0.5-9-39 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-39
No fee for filing cancellation of reserved name
Status: reserved

Sec. 39. There is no filing fee for filing a cancellation of reserved name.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-7-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 7 / Section 23-0.5-7-4
Failure to respond to interrogatories
Status: in_force

Sec. 4. The secretary of state may:

(1) remove fraudulent filings from the secretary of state's record for the entity; or

(2) administratively dissolve or revoke the registration;

for failure to timely and adequately respond to interrogatories under section 3 of this chapter.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.27.
Ind. Code § 23-14-48-2.6 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-2.6
Conversion of perpetual care fund into total return unitrust
Status: in_force

Sec. 2.6. (a) If a perpetual care fund established under this chapter is a trust, the trust may be converted into a total return unitrust under IC 30-2-15.

(b) Withdrawals may be made from a trust converted into a total return unitrust as provided in:

(1) the governing trust instrument of the trust; and

(2) IC 30-2-15.

(c) Except for withdrawals for the payment of expenses as allowed by:

(1) the governing trust instrument of the trust; and

(2) IC 30-2-15;

all withdrawals from a trust converted into a total return unitrust shall be devoted to the perpetual care of the cemetery, including the immediate maintenance needs of the cemetery.

(d) This subsection applies to a unitrust distribution made in any given year. Before making a unitrust distribution, the trustee must do the following:

(1) Evaluate the change that a unitrust distribution will make to the trust's principal over time.

(2) Ensure that the current market value of the trust at the time of the trustee's evaluation is greater than the sum of the following amounts:

(A) Eighty percent (80%) of the trust's principal amount at the time of the trust's conversion to a unitrust.

(B) Any required contributions made to the trust after the trust's conversion to a unitrust.

If the current market value of the trust is less than the amount required by this subsection, any distribution made from the trust shall be consistent with section 2 of this chapter.

As added by P.L.33-2019, SEC.3.
Ind. Code § 23-2.5-7-11 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-11
Loan broker review of loan processing company work
Status: in_force

Sec. 11. (a) A loan broker shall diligently review work performed on the loan broker's behalf by a loan processing company.

(b) A loan broker that fails to take reasonable steps to review work performed by a loan processing company on the loan broker's behalf may subject the loan broker to discipline under IC 23-2.5-11.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-2.5-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 2.5 / Section 23-0.5-2.5-3
Disclosures
Status: in_force

Sec. 3. (a) If a person lists the address of a CMRA in any filing with the secretary of state's office the person must provide:

(1) an electronic mail address at which the person may be contacted; and

(2) customer information, including names, addresses, and contact information, to the secretary of state's office.

(b) The information provided to the secretary of state's office under subsection (a)(2) shall not be a part of the public record.

As added by P.L.96-2025, SEC.5.