Ind. Code § 23-1.3-5-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 5 / Section 23-1.3-5-1
Consideration of interests
Status: in_force

Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation:

(1) The board of directors, committees of the board of directors, and individual directors shall consider the effects of any action or inaction upon all the following:

(A) The shareholders of the benefit corporation.

(B) The employees and workforce of the:

(i) benefit corporation;

(ii) subsidiaries of the benefit corporation; and

(iii) suppliers of the benefit corporation.

(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.

(D) Community and societal factors, including the factors of each community in which:

(i) offices or facilities;

(ii) subsidiaries; or

(iii) suppliers;

of the benefit corporation are located.

(E) The local and global environment.

(F) The short term and long term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long term plans and the possibility that the interests may be best served by the continued independence of the benefit corporation.

(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

(2) The board of directors, committees of the board of directors, and individual directors may consider other pertinent factors or the interests of any other group that the board of directors, committees of the board of directors, or individual directors consider appropriate.

(3) The board of directors, committees of the board of directors, and individual directors are not required to give priority to a particular interest or factor listed in subdivision (1) or (2) over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-5-1-9 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-9
Applicability of general corporate laws
Status: in_force

Sec. 9. Business trusts and certificates of beneficial interests in business trusts are subject to all applicable provisions of law, relating to domestic and foreign corporations, respectively, with regard to the issuance and transfer of securities, merger into a domestic corporation, and the filing of required statements, reports and service of process.

Formerly: Acts 1963, c.353, s.9. As amended by P.L.34-1987, SEC.330; P.L.80-1989, SEC.16; P.L.226-1989, SEC.4.
Ind. Code § 23-14-57-3 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-3
Removal of human remains for nonpayment; liability of owner
Status: in_force

Sec. 3. (a) This chapter does not prohibit:

(1) the removal of human remains by a cemetery owner from a plot, building, or structure for which the purchase price is past due and unpaid; and

(2) the reinterment, reentombment, or reinurnment of the remains in some other suitable plot in the cemetery.

(b) For a removal and reinterment, reentombment, or reinurnment (at the discretion of the cemetery owner) referred to in subsection (a), the cemetery owner is not liable in any action unless the owner fails to exercise reasonable care in the removal or reinterment, reentombment, or reinurnment. There is a rebuttable presumption that the owner exercised reasonable care in the removal or reinterment, reentombment, or reinurnment.

As added by P.L.52-1997, SEC.31.
Ind. Code § 23-1-20-29 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-29
Method of giving notice; effectiveness
Status: in_force

Sec. 29. (a) Notice under this article shall be in writing (including electronic transmission) unless oral notice is authorized by a corporation's articles of incorporation or bylaws.

(b) Notice, if otherwise in proper form under this article, may be communicated:

(1) in person;

(2) by telephone, telegraph, teletype, or other form of wire or wireless communication;

(3) by mail; or

(4) electronically.

If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast or electronic communication.

(c) Written notice by a domestic or foreign corporation to a shareholder is effective when mailed, if correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.

(d) Written notice to a domestic or foreign corporation (authorized to transact business in Indiana) may be addressed to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in the most recent filing of the corporation under this article.

(e) Except as provided in subsection (c), written notice is effective at the earliest of the following:

(1) When received.

(2) Five (5) days after its mailing, as evidenced by the postmark or private carrier receipt, if correctly addressed to the address listed in the most current records of the corporation.

(3) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated.

(g) If this article prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this article, those requirements govern.

(h) Written notice, including reports or statements from the corporation, to shareholders who share a common address is effective if:

(1) the corporation delivers one (1) copy of a notice, report, or statement to the common address;

(2) the corporation addresses the notice, report, or statement to the:

(A) shareholders either as a group or to each of the shareholders individually; or

(B) shareholders in a form in which each of the shareholders has consented; and

(3) each of the shareholders consents to delivery of a single copy of the notice, report, or statement to the common address of the shareholders.

Consent given under subdivision (3) is revocable by a shareholder who delivers written notice of revocation to the corporation. If a shareholder delivers written notice of revocation to a corporation, the corporation shall begin providing individual notices, reports, or other statements to the shareholder not later than thirty (30) days after delivery of the written notice of revocation.

(i) A shareholder who fails to object to the receipt of the notice, report, or statement at a common address by written notice to the corporation within sixty (60) days after written notice by the corporation of the corporation's intention to send single copies of notices to shareholders who share a common address as permitted by subsection (h) is considered to have consented to receiving a single copy at the common address.

As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.7; P.L.133-2009, SEC.14.
Ind. Code § 23-2.5-4-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-1
Loan broker license application requirements
Status: in_force

Sec. 1. (a) An application for issuance or renewal of a loan broker license must contain the following:

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

(2) Evidence of the bond required by section 12 of this chapter.

(3) An application fee of two hundred dollars ($200), plus one hundred dollars ($100) for each ultimate equitable owner.

(4) An affidavit affirming that none of the applicant's ultimate equitable owners, directors, managers, or officers have been convicted, in any jurisdiction, of:

(A) a felony during the previous seven (7) years; or

(B) an offense involving fraud or deception that is punishable by at least one (1) year of imprisonment;

unless the affidavit is waived by the commissioner under subsection (b).

(5) Evidence that the applicant, if the applicant is an individual, has completed the education requirements under IC 23-2.5-6.

(6) The name and license number of each mortgage loan originator to be employed by the loan broker.

(7) The name and license number of each manager to be employed by the loan broker.

(8) The location of each loan broker office to be operated by the loan broker. If the loan broker operates only one (1) loan broker office or one (1) location at which mortgage loan origination activities occur, that location must be designated as the loan broker's principal place of business.

(9) The name of the individual employed by the loan broker who will serve as branch manager for any branch office operated by the loan broker.

(10) For each ultimate equitable owner, the following information:

(A) The name of the ultimate equitable owner.

(B) The address of the ultimate equitable owner, including the home address of the ultimate equitable owner if the ultimate equitable owner is an individual.

(C) The telephone number of the ultimate equitable owner, including the home telephone number if the ultimate equitable owner is an individual.

(D) The ultimate equitable owner's Social Security number and date of birth, if the ultimate equitable owner is an individual.

(b) Upon good cause shown, the commissioner may waive the requirements of subsection (a)(4) for one (1) or more of an applicant's ultimate equitable owners, directors, managers, or officers.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.9.
Ind. Code § 23-2-3.1-2 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-2
Compliance with designated sections
Status: in_force

Sec. 2. A person shall not make a takeover offer unless the offer is in compliance with sections 3, 4, 5.5, 6.5, 7, and 8 of this chapter.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.3; P.L.242-1983, SEC.3; P.L.229-1989, SEC.1.
Ind. Code § 23-18-1-9 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-9
"Foreign limited liability company"
Status: in_force

Sec. 9. "Foreign limited liability company" means an entity that is:

(1) an unincorporated association organized under the laws of a state other than Indiana or another jurisdiction, including a foreign country;

(2) organized under a statute that affords each member of the entity limited liability with respect to the activities and ownership of the entity; and

(3) not required to obtain a certificate of registration as a foreign limited partnership under IC 23-16 or qualify to transact business as a foreign business trust under IC 23-5.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-13-5-4 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-4
Perpetual existence; merger
Status: in_force

Sec. 4. Any postsecondary educational institution which may be organized before, on, or after March 3, 1909, under or which may otherwise become subject to the provisions of this chapter shall be deemed to have a perpetual existence by operation of law. Any two (2) or more postsecondary educational institutions incorporated under the provisions of this chapter may be merged into one (1) corporation by the action of the boards of trustees of the respective corporations.

Formerly: Acts 1909, c.52, s.3a; Acts 1953, c.17, s.1. As amended by P.L.34-1987, SEC.345; P.L.2-2007, SEC.315.
Ind. Code § 23-2.5-1-10 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-10
"Encrypted"
Status: in_force

Sec. 10. "Encrypted", with respect to personal information, means that the personal information:

(1) has been transformed through the use of an algorithmic process into a form in which there is a low probability of assigning meaning without use of a confidential process or key; or

(2) is secured by another method that renders the personal information unreadable or unusable.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18-5-4 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-4
Shared distributions of cash or other assets
Status: in_force

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. If the operating agreement does not provide otherwise, distributions must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the operating agreement or at the times determined by the members or managers, if any, voting under IC 23-18-4-3.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.3.
Ind. Code § 23-14-76-2 — Indiana Code / Title 23 / Article 14 / Chapter 76 / Section 23-14-76-2
"Cemetery association" defined
Status: in_force

Sec. 2. (a) As used in this chapter, "cemetery association" means any cemetery association, cemetery corporation, or cemetery organization that:

(1) was established under this article before July 1, 1997; and

(2) has not been reorganized under IC 23-1 or IC 23-17 before January 1, 1998.

(b) The term does not include a cemetery that is owned or operated by a recognized church, religious society, or denomination.

(c) The term includes the Union Chapel Cemetery Association (IC 23-14-71).

As added by P.L.52-1997, SEC.50.
Ind. Code § 23-0.5-4-9 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-9
Resignation of registered agent
Status: in_force

Sec. 9. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states:

(1) the name of the entity;

(2) the name of the agent;

(3) that the agent resigns from serving as registered agent for the entity; and

(4) the address of the entity to which the agent will send the notice required by subsection (c).

(b) A statement of resignation takes effect on the earlier of:

(1) the thirty-first day after the day on which it is filed by the secretary of state; or

(2) the designation of a new registered agent for the represented entity.

(c) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.

(d) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the represented entity. The resignation does not affect any contractual rights the entity has against the agent or that the agent has against the entity.

(e) A registered agent may resign with respect to a represented entity regardless of the entity's status with the secretary of state.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.12.
Ind. Code § 23-1.3-6-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 6 / Section 23-1.3-6-2
Elect; independent; presumed not independent; additional qualification requirements
Status: in_force

Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33.

(b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply:

(1) The individual:

(A) is; or

(B) has been within the past three (3) years;

an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

(2) An immediate family member of the individual:

(A) is; or

(B) has been within the past three (3) years;

an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

(3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:

(A) the individual; or

(B) an entity:

(i) of which the individual is a director, an officer, or a manager; or

(ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised.

(c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent.

(d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director.

(e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-15-13-2 — Indiana Code / Title 23 / Article 15 / Chapter 13 / Section 23-15-13-2
"Business entity"
Status: in_force

Sec. 2. As used in this chapter, "business entity" means any:

(1) bank;

(2) hospital;

(3) health care provider;

(4) sole proprietorship;

(5) corporation;

(6) limited liability company;

(7) association;

(8) partnership;

(9) joint stock company;

(10) joint venture;

(11) mutual fund;

(12) trust;

(13) estate;

(14) joint tenancy;

(15) other form of business organization; or

(16) state or local unit, for transactions that include a state or local unit selling or otherwise providing property or services for consideration.

As added by P.L.128-2026, SEC.106.
Ind. Code § 23-16-3-9 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-9
Scope of notice
Status: in_force

Sec. 9. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts that are required to be set forth in a certificate of limited partnership under section 2 of this chapter and that are set forth in the certificate.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-2-2.5-47 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-47
Construction and purpose of chapter
Status: in_force

Sec. 47. All provisions of this chapter delegating and granting power to the secretary of state, the securities division and the commissioner shall be liberally construed to the end that the practice or commission of fraud may be prohibited and prevented, disclosure of sufficient and reliable information in order to afford reasonable opportunity for the exercise of independent judgment of the persons involved may be assured, in connection with the issuance, barter, sale, purchase, transfer or disposition of franchises in this state. It is the intent and purpose of this chapter to delegate and grant to and vest in the secretary of state, the securities division and the commissioner full and complete power to carry into effect and accomplish the purpose of this chapter and to charge them with full and complete responsibility for the effective administration thereof.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-14-67-3.5 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-3.5
Annual reports filed with Indiana historical bureau
Status: in_force

Sec. 3.5. (a) Before March 1 of each year, a county cemetery commission shall file an annual report with the Indiana historical bureau established by IC 4-23-7.2-2.

(b) An annual report filed under this section must include information on the following:

(1) The budget of the county cemetery commission for the preceding calendar year.

(2) Expenditures made by the county cemetery commission during the preceding calendar year.

(3) Activities of the county cemetery commission during the preceding calendar year.

(4) Plans of the county cemetery commission for the calendar year during which the report is filed.

(c) The Indiana historical bureau shall make reports filed under this section available for public inspection under IC 5-14-3.

As added by P.L.2-1998, SEC.64. Amended by P.L.42-2018, SEC.28.
Ind. Code § 23-1-20-2 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-2
"Articles of incorporation"
Status: in_force

Sec. 2. "Articles of incorporation" means the original articles of incorporation and all amendments and restatements of the articles of incorporation. If an amendment of the articles of incorporation or any other document filed under this article restates the articles of incorporation in their entirety, the articles of incorporation may not include any prior documents.

As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.6.
Ind. Code § 23-18.1-2-8 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-8
"Series agreement"
Status: in_force

Sec. 8. "Series agreement" means an agreement, as amended from time to time, adopted for the governance of the series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-2-6-41 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-41
Review; final orders of commissioner
Status: in_force

Sec. 41. (a) Any person aggrieved by a final order of the commissioner may obtain a review of the order in a circuit or superior court of Marion County by filing in court, not later than sixty (60) days after the entry of the order, a written petition requesting the order to be modified or set aside in whole or in part. A copy of a petition for review shall be served on the commissioner.

(b) Except where the taking of additional evidence is ordered by a court under subsections (e) and (f), after the filing of a petition for review:

(1) the court shall have exclusive jurisdiction of the matter; and

(2) the commissioner may not modify or set aside the order, in whole or in part.

(c) Unless specifically ordered by the court:

(1) the filing of a petition for review under subsection (a) does not operate as a stay of the commissioner's order; and

(2) the commissioner may enforce or ask the court to enforce an order pending the outcome of the review proceedings.

(d) Upon receipt of a petition for review, the commissioner shall certify and file in the court a copy of the order and the transcript or record of the evidence upon which the order was based. If the order became final by operation of law under section 40(a) of this chapter, the commissioner shall certify and file in court:

(1) a certified copy of the summary order;

(2) evidence of service of the summary order on the parties to the order; and

(3) an affidavit certifying that:

(A) a hearing on the summary order has not been held; and

(B) the summary order became final under section 40(a) of this chapter.

(e) The court may order additional evidence to be taken by the commissioner under conditions the court considers proper if an aggrieved party or the commissioner:

(1) applies to the court for leave to enter additional evidence; and

(2) shows to the satisfaction of the court that:

(A) there were reasonable grounds for failure to enter the evidence in the hearing before the commissioner; or

(B) good cause exists to allow the additional evidence to be taken.

(f) If the court orders new evidence to be taken, the commissioner:

(1) may modify the findings and order by reason of the additional evidence; and

(2) shall file in the court the additional evidence and any modified or new findings or order.

(g) The court shall review the petition based on the original record before the commissioner and any additions or modifications under subsections (e) and (f). The commissioner's findings of facts are conclusive if those findings are supported by competent, material, and substantive evidence. Based on review under this subsection, the court may affirm, modify, enforce, or set aside the order, in whole or in part.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-2-2.5-0.5 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-0.5
Consideration of franchisor as employer or co-employer
Status: in_force

Sec. 0.5. (a) As used in this section, "franchisor" has the meaning set forth in 16 CFR 436.1(k).

(b) As used in this section, "franchisee" has the meaning set forth in 16 CFR 436.1(i).

(c) For purposes of this chapter, a franchisor is not considered to be an employer or co-employer of:

(1) a franchisee; or

(2) an employee of a franchisee;

unless the franchisor agrees, in writing, to assume the role of an employer or co-employer of the franchisee or the employee of a franchisee.

As added by P.L.161-2016, SEC.1.
Ind. Code § 23-1-34-1 — Indiana Code / Title 23 / Article 1 / Chapter 34 / Section 23-1-34-1
Meetings; method of conducting
Status: in_force

Sec. 1. (a) The board of directors may hold regular or special meetings in or out of Indiana.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

As added by P.L.149-1986, SEC.18.
Ind. Code § 23-4-1-38 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-38
Rights of partners to application of partnership property
Status: in_force

Sec. 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 36(2) of this chapter, he shall receive in cash only the net amount due him from the partnership.

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have:

(I) All the rights specified in paragraph (1) of this section, and

(II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2)(a)(II) of this section, and in like manner indemnify him against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfully shall have:

(I) If the business is not continued under the provisions of paragraph (2)(b) all the rights of a partner under paragraph (1), subject to clause (2)(a)(II), of this section.

(II) If the business is continued under paragraph (2)(b) of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.

Formerly: Acts 1949, c.114, s.38. As amended by P.L.34-1987, SEC.303.
Ind. Code § 23-1-37-8 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-8
Indemnification of director against liability
Status: in_force

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director 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 its best interests; and

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

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

(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, of itself, determinative that the director did not meet the standard of conduct described in this section.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-1-34-2 — Indiana Code / Title 23 / Article 1 / Chapter 34 / Section 23-1-34-2
Action taken without a meeting; consent
Status: in_force

Sec. 2. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this article to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be:

(1) evidenced by one (1) or more written consents describing the action taken;

(2) signed by each director;

(3) included in the minutes or filed with the corporate records reflecting the action taken; and

(4) delivered to the secretary.

(b) Action taken under this section is effective when the last director signs the consent, unless:

(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or

(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.

A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).

As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.
Ind. Code § 23-14-33-32 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-32
"Religious cemetery"
Status: in_force

Sec. 32. "Religious cemetery" means a cemetery that is owned, operated, controlled, or managed by:

(1) any recognized church, religious society, association, or denomination; or

(2) any cemetery authority or corporation:

(A) that administers; or

(B) through which is administered;

the temporalities of any recognized church, religious society, association, or denomination.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-2-6-27 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-27
Construction and implementation of chapter
Status: in_force

Sec. 27. (a) This chapter shall be construed and implemented to carry out the chapter's general purpose to do the following:

(1) Protect investors.

(2) Prevent and prosecute illegal and fraudulent schemes involving commodity contracts.

(3) Maximize coordination with federal law and the law of other states and the administration and enforcement of those laws.

(b) This chapter does not create any rights or remedies upon which actions may be brought by private persons against persons who violate this chapter.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1.5-1-1 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-1
Application of definitions
Status: in_force

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

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1.3-2-12 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-12
"Third party standard"
Status: in_force

Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:

(1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the interests listed in IC 23-1.3-5-1(1)(B) through IC 23-1.3-5-1(1)(E);

(2) developed by an entity that is not controlled by a benefit corporation;

(3) developed by an entity that:

(A) has access to necessary expertise to assess overall corporate social and environmental performance;

(B) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period;

(C) was not materially financed by any of the following organizations and not more than one-third (1/3) of the members of the governing body of the entity are representatives of:

(i) associations or businesses operating in the same industry, the performance of whose members is measured by the standard; or

(ii) businesses from the same industry or an association of businesses in that industry; and

(4) transparent because all the following information is publicly available:

(A) The criteria considered when measuring the overall social and environmental performance of a business.

(B) The relative weightings, if any, of the criteria described in clause (A).

(C) The identity of the directors, officers, material owners, and governing body of the entity that developed and controls revisions to the standard.

(D) The process by which revisions to the standard and changes to the membership of the governing body are made.

(E) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-13-16-3 — Indiana Code / Title 23 / Article 13 / Chapter 16 / Section 23-13-16-3
Procedure to remove limitations in charter
Status: in_force

Sec. 3. (a) Any university or college described in section 2 of this chapter desiring to amend its charter so as to remove the limitations upon the amount of property ownership as referred to in section 2 of this chapter and desiring to accept this chapter may do so by the adoption by its board of directors or board of trustees of a resolution to that effect and by filing proof of such adoption, verified by at least a majority of the board, in the office of the secretary of state.

(b) The charter shall be deemed amended to remove such limitations as of the date when such proof is filed in the office of the secretary of state.

Formerly: Acts 1941, c.62, s.3. As amended by P.L.34-1987, SEC.360; P.L.1-1989, SEC.48.
Ind. Code § 23-17-2-5 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-5
"Bylaws"
Status: in_force

Sec. 5. "Bylaws" means a code of rules, other than articles of incorporation, adopted under this article for the regulation or management of the affairs of a domestic or foreign corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-13-11-4 — Indiana Code / Title 23 / Article 13 / Chapter 11 / Section 23-13-11-4
Effect of change
Status: in_force

Sec. 4. The change of name and the consolidation of property, as provided in this chapter, shall not be so construed as to deprive such board or boards of trustees of any of the powers and franchises granted in the original act or acts of incorporation, or amendments thereto, nor shall any thing contained in this chapter be so construed as to prevent any such board or boards of trustees so changing their name or names, for all the rights and liabilities which may have accrued previous to changing their name and consolidating their property.

Formerly: Acts 1855, c.89, s.4. As amended by P.L.34-1987, SEC.355.
Ind. Code § 23-14-42.5-4 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-4
"Deceased owner"
Status: in_force

Sec. 4. As used in this chapter, "deceased owner" refers to the deceased record owner of burial rights in a burial plot.

As added by P.L.176-2016, SEC.1.
Ind. Code § 23-13-6-2 — Indiana Code / Title 23 / Article 13 / Chapter 6 / Section 23-13-6-2
Articles of association; contents
Status: in_force

Sec. 2. In all cases of corporations organized after April 9, 1907, desiring to accept the provisions of this chapter, the corporation shall, in its articles of association, specifically set forth the number of the trustees or other members of its governing or administrative board, the manner of their election, their powers, and the system adopted for administering their respective funds.

Formerly: Acts 1907, c.79, s.2. As amended by P.L.34-1987, SEC.351.
Ind. Code § 23-2-3.1-4 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-4
Statement; consent to service of process; filing fee
Status: in_force

Sec. 4. Each statement required under section 5 or 5.5 of this chapter must be accompanied by:

(1) a consent of the offeror to service of process specified in IC 23-19-6-11; and

(2) a filing fee of seven hundred fifty dollars ($750).

As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.3; P.L.27-2007, SEC.14.
Ind. Code § 23-2-2.5-10.5 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-10.5
Registration of franchise; notification form
Status: in_force

Sec. 10.5. (a) A person who wants to offer for sale a franchise in Indiana and who is not exempt under sections 3 through 5 of this chapter shall register the franchise by notification to the commissioner on a notification form prescribed by the commissioner. The notification shall include the following:

(1) The name of the franchisor.

(2) The name or names under which the franchisor intends to do business.

(3) The franchisor's principal business address.

(b) The following items shall be filed with the notification:

(1) One (1) copy of the disclosure statement required under section 13 of this chapter.

(2) The consent to service of process required under section 24 of this chapter, unless consent has previously been filed by the person.

(3) The registration fee required under section 43 of this chapter.

(c) A franchisor may register only one (1) franchise for each notification.

(d) The registration of a franchise under this section is effective upon the commissioner's receipt of the notification. The notification is effective for one (1) year from the date of the commissioner's receipt of the notification.

(e) Except as provided in section 13.1 of this chapter, during the one (1) year registration period, a person is not required to file with the commissioner any supplemental information, including any amendments to the disclosure statement, unless the commissioner, acting under the commissioner's authority to suspend or revoke a registration under section 14 of this chapter, requests the information.

As added by P.L.168-2001, SEC.2. Amended by P.L.152-2020, SEC.2.
Ind. Code § 23-14-68-2 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-2
Township trustee locating and maintaining cemeteries
Status: in_force

Sec. 2. The trustee of each township shall locate and maintain all the cemeteries described in section 1(a) of this chapter that are within the township. However, a cemetery association claiming assistance under this chapter shall furnish a verified statement of assets and liabilities to the township trustee.

As added by P.L.52-1997, SEC.42.
Ind. Code § 23-19-4-9 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-9
Withdrawal of registration
Status: in_force

Sec. 9. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this article unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this article. The commissioner may institute a revocation or suspension proceeding under section 12 of this chapter within one (1) year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-16-11-1 — Indiana Code / Title 23 / Article 16 / Chapter 11 / Section 23-16-11-1
Right of action
Status: in_force

Sec. 1. A limited partner may bring an action in the right of a limited partnership to recover a judgment in favor of the limited partnership if:

(1) general partners with authority to bring such an action have refused to bring the action; or

(2) an effort to cause those general partners to bring the action is not likely to succeed.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-31-23 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-23
Licenses and permits; construction of crematories
Status: in_force

Sec. 23. (a) A crematory shall obtain all necessary licenses and permits from appropriate local, state, or federal agencies.

(b) A crematory may be constructed on or adjacent to a cemetery, a funeral home, or another location if allowed by local zoning ordinances.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-18-9-2 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-2
Court-decreed dissolution
Status: in_force

Sec. 2. On application by or for a member, the circuit or superior court of the county in which the limited liability company's principal office, or if there is none in Indiana, in which the registered office is located, may decree dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-33-12 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-12
"Community garden crypt"
Status: in_force

Sec. 12. "Community garden crypt" means a garden crypt in which entombment or inurnment rights are or have been offered for sale to the general public.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-18.1-3-6 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-6
Requirements for sale, lease, exchange, or other disposition of assets
Status: in_force

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company is not effective unless one (1) or more of the following apply:

(1) The transaction is in the usual and regular course of business.

(2) The transaction is approved by two-thirds (2/3) of the members, unless otherwise provided for in the operating agreement.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-19-4.3-10 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-10
Waiver of requirements by commissioner
Status: in_force

Sec. 10. The commissioner may waive any of the requirements in sections 5 through 9 of this chapter.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-14-33-17 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-17
"Disinterment"
Status: in_force

Sec. 17. "Disinterment" means the recovery of human remains by exhumation, disentombment, or disinurnment. The term does not include:

(1) the raising and lowering of human remains to accommodate two (2) interments within a single grave: or

(2) the repositioning of human remains or the repositioning of an outside burial container or vault that encroaches on an adjoining grave, grave space, or burial space.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-67-3 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-3
Annual tax for restoration and maintenance
Status: in_force

Sec. 3. A county cemetery commission may request the levy of an annual tax for the purpose of restoring and maintaining one (1) or more cemeteries described in section 1 of this chapter that are located in the county. The tax may not exceed fifty cents ($0.50) on each one hundred dollars ($100) of assessed valuation of property in the county.

As added by P.L.52-1997, SEC.41.
Ind. Code § 23-20-1-7 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-7
"Victim"
Status: in_force

Sec. 7. As used in this chapter, "victim" means an individual who suffers monetary injury as a result of a securities violation.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-13-20-10 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-10
John C. Moore building
Status: in_force

Sec. 10. A major building on the campus of the university must bear the name of John C. Moore to honor and perpetuate the memory of the founder of Moores Hill College.

As added by P.L.1-1989, SEC.49.
Ind. Code § 23-16-3-7.2 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-7.2
Repealed
Status: repealed

As added by P.L.170-2016, SEC.10. Repealed by P.L.118-2017, SEC.68.
Ind. Code § 23-14-31-50 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-50
Responsibility for prosthetic devices or valuables; resale of caskets or medical devices
Status: in_force

Sec. 50. A crematory authority is not responsible or liable for prosthetic devices or valuables delivered to the crematory authority with or integral to human remains, unless the crematory authority has received written instructions under section 27(a)(1)(I) or 27(a)(1)(J) of this chapter. A crematory authority shall not resell caskets or prosthetic or medical devices obtained as a result of cremation or from cremated remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-20-13 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-13
"Includes"
Status: in_force

Sec. 13. "Includes" denotes a partial definition.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-2-4-4 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-4
Initial disclosure statement; contents
Status: in_force

Sec. 4. The initial disclosure statement shall contain the following information:

(1) The name and business address of the provider.

(2) If the provider is a partnership, corporation, limited liability company, or association, the names and duties of its officers, directors, trustees, partners, members, or managers.

(3) The name and business address of any person having a five percent (5%) or greater ownership interest in the provider or manager of the continuing care retirement community.

(4) A description of the business experience of the provider and its officers, directors, trustees, partners, or managers.

(5) A statement as to whether the provider or any of its officers, directors, trustees, partners, or managers, within ten (10) years prior to the date of the initial disclosure statement:

(A) was convicted of a crime;

(B) was a party to any civil action for fraud, embezzlement, fraudulent conversion, or misappropriation of property that resulted in a judgment against the provider or individual;

(C) had a prior discharge in bankruptcy or was found insolvent in any court action; or

(D) had any state or federal licenses or permits suspended or revoked in connection with any health care or continuing care activities, or related business activities.

(6) The identity of any other continuing care retirement community currently or previously operated by the provider or manager of the continuing care retirement community.

(7) The location and description of other properties, both existing and proposed, of the provider in which the provider owns a twenty-five percent (25%) ownership interest, and on which continuing care retirement communities are or are intended to be located.

(8) A statement as to whether the provider is, or is affiliated with, a religious, charitable, or other nonprofit association, and the extent to which the affiliate organization is responsible for the financial and contractual obligations of the provider.

(9) A description of all services to be provided by the provider under its continuing care agreements with contracting parties, and a description of all fees for those services, including conditions under which the fees may be adjusted.

(10) A description of the terms and conditions under which the continuing care agreement can be cancelled, or fees refunded.

(11) Financial statements of the provider prepared in accordance with generally accepted accounting principles applied on a consistent basis and certified by an independent certified or public accountant, including a balance sheet as of the end of the provider's last fiscal year and income statements for the last three (3) fiscal years, or such shorter period of time as the provider has been in operation.

(12) If the operation of the continuing care retirement community has not begun, a statement of the anticipated source and application of funds to be used in the purchase or construction of the continuing care retirement community, and an estimate of the funds, if any, which are anticipated to be necessary to pay for start-up losses.

(13) A copy of the forms of agreement for continuing care used by the provider.

(14) Any other information that the commissioner may require by rule or order.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.8-1993, SEC.313; P.L.153-2009, SEC.6.
Ind. Code § 23-1-20-26 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-26
"Subscriber"
Status: in_force

Sec. 26. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-14-41-7 — Indiana Code / Title 23 / Article 14 / Chapter 41 / Section 23-14-41-7
Termination and transfer of family burial plot
Status: reserved

Sec. 7. If a family burial plot has been established under section 3 of this chapter and all the living children and parents of the deceased record owner consent in writing, the status as a family burial plot may be terminated and the remaining lots may be transferred, conveyed, or sold to the cemetery owner or any other person designated in the agreement.

As added by P.L.113-2007, SEC.2.
Ind. Code § 23-17-18-2 — Indiana Code / Title 23 / Article 17 / Chapter 18 / Section 23-17-18-2
Class voting
Status: in_force

Sec. 2. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.

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

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

(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, privileges, preferences, restrictions, or conditions of another class.

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

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

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

(6) Authorize a new class of memberships.

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

(d) If:

(1) a class is to be divided into at least two (2) classes as approved by the members of each class that would be created by the amendment; and

(2) a class vote is required to approve an amendment to the bylaws;

the amendment must be approved by the members of the class by a majority of the votes cast by the class.

(e) A class of members has the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-1-10 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-10
Partner
Status: in_force

Sec. 10. "Partner" means a limited or general partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-18-9-6 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-6
Distribution of assets
Status: in_force

Sec. 6. Upon the winding up of a limited liability company, the assets must be distributed as follows:

(1) To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the limited liability company whether by payment or by the establishment of adequate reserves except for liabilities for distributions to members under IC 23-18-5-4, and IC 23-18-5-5 or IC 23-18-5-5.1.

(2) Unless otherwise provided in a written operating agreement, to members and former members to satisfy the liabilities for distributions under IC 23-18-5-4 and IC 23-18-5-5.

(3) Unless otherwise provided in a written operating agreement, to members in proportion to the returned contribution.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.16.
Ind. Code § 23-0.5-8-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 8 / Section 23-0.5-8-3
File or transfer case to business or commercial court or docket
Status: reserved

Sec. 3. Notwithstanding any law that requires that a case must be filed in a specific court, a case, if otherwise eligible, may also be filed in or transferred to a business or commercial court or docket established or designated by law or supreme court rule.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-46-2 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-2
Penalties for rule violation
Status: in_force

Sec. 2. The owner of a cemetery may:

(1) prescribe penalties for the violation of a rule or regulation adopted under section 1 of this chapter; and

(2) recover penalties prescribed under subdivision (1) in a civil action.

As added by P.L.52-1997, SEC.20.
Ind. Code § 23-17-24-1 — Indiana Code / Title 23 / Article 17 / Chapter 24 / Section 23-17-24-1
Judicial dissolution; when allowable; factors considered
Status: in_force

Sec. 1. (a) A circuit court or superior court may dissolve a corporation as follows:

(1) In a proceeding by the attorney general if one (1) of the following is established:

(A) The corporation obtained the corporation's articles of incorporation through fraud.

(B) The corporation has continued to exceed or abuse the authority conferred upon the corporation by law.

(C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted.

(D) The corporation is a public benefit corporation and is no longer able to carry out the corporation's purposes.

(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding at least five percent (5%) of the voting power, whichever is less, or by a director or a person specified in articles of corporation, if one (1) of the following is established:

(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock.

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.

(C) The members have deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.

(D) The corporate assets are being misapplied or wasted.

(E) The corporation is a public benefit or religious corporation and is no longer able to carry out the corporation's purposes.

(3) In a proceeding by a creditor if either of the following is established:

(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.

(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(4) In a proceeding by the corporation to have the corporation's voluntary dissolution continued under court supervision.

(b) Before dissolving a corporation, a court must consider the following:

(1) Reasonable alternatives to dissolution.

(2) If dissolution is in the public interest if the corporation is a public benefit corporation.

(3) If dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-1-18 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-18
"Loan processing activities"
Status: in_force

Sec. 18. (a) "Loan processing activities" means clerical or support duties performed on behalf of a loan broker with respect to residential mortgage loan origination activities performed by the loan broker.

(b) The term "loan processing activities" includes the following:

(1) The receipt, collection, distribution, and analysis of information commonly used in the processing of a residential mortgage loan.

(2) Communicating with a borrower or potential borrower to obtain the information necessary for the processing of a residential mortgage loan, to the extent that the communication does not include:

(A) offering or negotiating loan rates or terms; or

(B) counseling borrowers or potential borrowers about residential mortgage loan rates or terms.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-48-8 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-8
Separate and distinct cemeteries
Status: in_force

Sec. 8. Each geographic location used as a cemetery constitutes a separate and distinct cemetery for the purpose of this chapter.

As added by P.L.52-1997, SEC.22.
Ind. Code § 23-1-43-12 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-12
"Preferred shares" defined
Status: in_force

Sec. 12. As used in this chapter, "preferred shares" means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:

(1) is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or

(2) is entitled in the event of any voluntary liquidation, dissolution, or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.

As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.122.
Ind. Code § 23-0.5-9-9 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-9
Withdrawal notice; domestic limited liability partnership
Status: in_force

Sec. 9. The secretary of state shall collect the following fees for filing a withdrawal notice for a domestic limited liability partnership:

(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 § 23-0.5-9-16 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-16
Restatement of articles of incorporation; domestic nonprofit corporation
Status: in_force

Sec. 16. The secretary of state shall collect the following fees for filing a restatement of the articles of incorporation of a domestic nonprofit corporation or restatement of the articles of incorporation of a domestic nonprofit 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 § 23-2-4-9 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-9
Offense
Status: in_force

Sec. 9. A person who knowingly or intentionally fails to comply with any of the registration or disclosure requirements of sections 3, 4, 5, 6, or 7 of this chapter commits a Class A infraction.

As added by Acts 1982, P.L.145, SEC.1.
Ind. Code § 23-1-20-11 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-11
"Foreign corporation"
Status: in_force

Sec. 11. "Foreign corporation" means a corporation for profit incorporated under a law other than the law of Indiana.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-1-42-4 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-4
"Issuing public corporation" defined
Status: in_force

Sec. 4. (a) As used in this chapter, "issuing public corporation" means a corporation that has:

(1) one hundred (100) or more shareholders;

(2) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of more than one million dollars ($1,000,000); and

(3) either:

(A) more than ten percent (10%) of its shareholders resident in Indiana;

(B) more than ten percent (10%) of its shares owned of record or owned beneficially by Indiana residents; or

(C) one thousand (1,000) shareholders resident in Indiana.

(b) The residence of a record shareholder is presumed to be the address appearing in the records of the corporation.

As added by P.L.149-1986, SEC.26. Amended by P.L.133-2009, SEC.36.
Ind. Code § 23-1-44-14 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-14
Uncertificated shares; restriction on transfer; dissenters' rights
Status: in_force

Sec. 14. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 16 of this chapter.

(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-14-40-2 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-2
Application of chapter; multispace plots
Status: in_force

Sec. 2. This chapter applies to burial rights in a burial plot containing more than one (1) interment, entombment, or inurnment space.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-18-1-2 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-2
Application of definitions
Status: in_force

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

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-0.6-1.5-2 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-2
"Acquired entity"
Status: in_force

Sec. 2. "Acquired entity" means the entity in which all of one (1) or more classes or series of interests are acquired in an interest exchange.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-75-1 — Indiana Code / Title 23 / Article 14 / Chapter 75 / Section 23-14-75-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to a city, town, or township that:

(1) owns a cemetery that has been in existence for at least thirty (30) years; or

(2) desires to own a public cemetery.

As added by P.L.52-1997, SEC.49. Amended by P.L.163-2006, SEC.3.
Ind. Code § 23-14-49-2 — Indiana Code / Title 23 / Article 14 / Chapter 49 / Section 23-14-49-2
Powers of owner
Status: in_force

Sec. 2. The owner of a cemetery may:

(1) take and hold any property devised, bequeathed, granted, or given to the owner in trust; and

(2) apply:

(A) the property; or

(B) the proceeds or income from the property;

according to the terms of the devise, bequest, grant, or gift.

As added by P.L.52-1997, SEC.23.
Ind. Code § 23-14-31-3 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-3
"Board" defined
Status: in_force

Sec. 3. As used in this chapter, "board" means the state board of funeral and cemetery service established by IC 25-15-9-1.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-20-27 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-27
"United States"
Status: in_force

Sec. 27. "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-16-9-3 — Indiana Code / Title 23 / Article 16 / Chapter 9 / Section 23-16-9-3
Winding up
Status: in_force

Sec. 3. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs. However, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located, or if the office referred to in IC 23-0.5-4 is not within Indiana, the circuit or superior court of the county in which the business address of the registered agent referred to in IC 23-0.5-4 is located, may wind up the limited partnership's affairs upon application of any partner or of any partner's legal representative or assignee, and in connection with the winding up, may appoint a liquidating trustee.

(b) Upon the dissolution of a limited partnership, the persons winding up the affairs of a limited partnership may, in the name of the limited partnership and for and on behalf of the limited partnership, prosecute and defend civil, criminal, and administrative proceedings, settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.

As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.76.
Ind. Code § 23-2.5-1-22 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-22
"Mortgage loan originator"
Status: in_force

Sec. 22. (a) "Mortgage loan originator" means an individual engaged in mortgage loan origination activities.

(b) The term "mortgage loan originator" does not include a person who:

(1) performs purely administrative or clerical tasks on behalf of a mortgage loan originator or acts as a loan processor;

(2) performs only real estate brokerage activities and is licensed in accordance with IC 25-34.1 or the applicable laws of another state, unless the person is compensated by a creditor, a loan broker, a mortgage loan originator, or an agent of a creditor, a loan broker, or a mortgage loan originator; or

(3) is involved only in extensions of credit relating to time share plans (as defined in 11 U.S.C. 101(53D)).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-11-13 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-13
Admissibility of copied statements, documents, and records
Status: in_force

Sec. 13. Copies of a statement or document filed with the commissioner, and copies of any records of the commissioner, certified to by the commissioner or a deputy are admissible in a prosecution, an action, a suit, or a proceeding based on, or arising out of or under, this article to the same extent that the original of the statement, document, or record would be admissible if produced.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-2-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-5
Correcting the record; effective date
Status: in_force

Sec. 5. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:

(1) the record at the time of filing was inaccurate;

(2) the record was defectively signed; or

(3) the electronic transmission of the record to the secretary of state was defective.

(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing articles of correction.

(c) Articles of correction:

(1) may not state a delayed effective date;

(2) must be signed by the person correcting the filed record;

(3) must identify the filed record to be corrected;

(4) must specify the inaccuracy or defect to be corrected; and

(5) must correct the inaccuracy or defect.

(d) The articles of correction are effective:

(1) except as described in subdivision (2), as of the effective date of the filed record corrected by the articles of correction; and

(2) with respect to a person that:

(A) relies on the uncorrected filed record; and

(B) is adversely affected by the correction;

when filed or when the reliance ceases to be reasonable, whichever occurs first.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.2.
Ind. Code § 23-2-6-9 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-9
"Commodity merchant" defined
Status: in_force

Sec. 9. As used in this chapter, "commodity merchant" means any of the following (as defined or described in the Commodity Exchange Act or in a CFTC rule):

(1) A futures commission merchant.

(2) A commodity pool operator.

(3) A commodity trading advisor.

(4) An introducing broker.

(5) A leverage transaction merchant.

(6) A person associated with a person described in subdivisions (1) through (5).

(7) A floor broker.

(8) Any other person, other than a futures association, that is required to register with the Commodity Futures Trading Commission.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-4-1-45 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45
Limited liability partnerships; registration; notice
Status: in_force

Sec. 45. (a) To qualify as a limited liability partnership, a partnership under this chapter must file a registration with the secretary of state in a form determined by the secretary of state that satisfies the following:

(1) States the address of the partnership's principal office.

(2) States the name of the partnership's registered agent and the address of the partnership's registered office for service of process as required to be maintained by IC 23-0.5-4.

(3) Contains a brief statement of the business in which the partnership engages.

(4) States any other matters that the partnership determines to include.

(5) States that the filing of the registration is evidence of the partnership's intention to act as a limited liability partnership.

(b) The status of a partnership as a limited liability partnership and the liability of a partner of a limited liability partnership is not adversely affected by errors or subsequent changes in the information stated in a registration under subsection (a).

(c) A registration on file with the secretary of state is notice that the partnership is a limited liability partnership and is notice of all other facts set forth in the registration.

As added by P.L.230-1995, SEC.10. Amended by P.L.11-1996, SEC.21; P.L.34-1997, SEC.8; P.L.277-2001, SEC.6; P.L.178-2002, SEC.101; P.L.60-2007, SEC.2; P.L.40-2013, SEC.2; P.L.213-2015, SEC.246; P.L.118-2017, SEC.35.
Ind. Code § 23-14-55-1 — Indiana Code / Title 23 / Article 14 / Chapter 55 / Section 23-14-55-1
Warranty and liability of individual signing authorization
Status: in_force

Sec. 1. (a) An individual who signs an authorization for the cremation, interment, entombment, or inurnment of any human remains:

(1) is considered to warrant the truthfulness of:

(A) any fact set forth in the authorization;

(B) the identity of the person for whose remains cremation, interment, entombment, or inurnment is sought; and

(C) the individual's authority to order the cremation, interment, entombment, or inurnment; and

(2) is personally and individually liable to pay damages in compensation for harm that:

(A) is caused by; or

(B) results from;

the signing of the authorization for cremation, interment, entombment, or inurnment.

(b) A cemetery or crematory that relies in good faith on a signed authorization for the cremation, interment, entombment, or inurnment of human remains is not civilly or criminally liable or subject to disciplinary actions for carrying out the disposition of the decedent's remains in accordance with the instructions in the authorization.

As added by P.L.52-1997, SEC.29. Amended by P.L.34-2011, SEC.2; P.L.6-2012, SEC.162.
Ind. Code § 23-14-65-8 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-8
Gifts, donations, bequests, or devises
Status: in_force

Sec. 8. (a) The legislative body of a municipality may by ordinance or resolution accept gifts, donations, bequests, or devises of money or real or personal property for the use of the:

(1) cemetery; or

(2) permanent maintenance fund of the cemetery.

(b) Except as provided in subsection (c), a municipality shall use:

(1) gifts, donations, bequests, or devises accepted under subsection (a); and

(2) income or interest derived from the gifts, donations, bequests, or devises;

in the same manner as the municipality uses proceeds from the sale of lots.

(c) If a gift, donation, bequest, or devise of money or real or personal property is given or made for the use of a particular lot or plot of ground, the income from the gift, donation, bequest, or devise may be used only for the upkeep and maintenance of that particular lot or plot of ground.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-17-32-8 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-8
Civil action for violation of privacy protections
Status: in_force

Sec. 8. (a) A person alleging a violation of this chapter may bring a civil action in a court of competent jurisdiction for either or both of the following:

(1) Injunctive relief.

(2) Damages as follows:

(A) A sum of money:

(i) to be determined by the court; but

(ii) not less than two thousand five hundred dollars ($2,500);

per violation to compensate the person for injury or loss caused by the violation.

(B) If the court finds that the violation was intentional, an increased sum of money in an amount not to exceed three (3) times the amount that would otherwise be awarded under clause (A).

(b) A court, in rendering a judgment in an action brought under this section, may award all or part of the costs of the action, including reasonable attorney's fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-0.5-2-13 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-13
Biennial report; contents; delivery; statement of change
Status: in_force

Sec. 13. (a) A domestic filing entity or registered foreign entity shall deliver to the secretary of state for filing a biennial report that states:

(1) the name of the entity and, if a registered foreign entity, its jurisdiction of formation;

(2) the information required by IC 23-0.5-4-3(b);

(3) the street address of the entity's principal office;

(4) for a corporation, the names and business addresses of its directors, secretary, and the highest executive office of the corporation;

(5) for a nonprofit corporation, the names and business or resident addresses of its directors, secretary, and highest executive office; and

(6) for a health care entity, the information required under section 14 of this chapter.

(b) Information in a biennial report must be current as of the date the report is signed by the entity.

(c) The biennial report must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state. The secretary of state may accept biennial reports during the ninety (90) days before the month in which the biennial report is due.

(d) If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within thirty (30) days after the effective date of notice, the report is considered to be timely filed.

(e) If a biennial report contains information required by IC 23-0.5-4-3(b) which differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under IC 23-0.5-4-7.

(f) A biennial report filed under this section may not specify a future effective date.

(g) 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.

(h) A person who submits a biennial report on behalf of another person under subsection (g) 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.52-2018, SEC.5; P.L.96-2025, SEC.4; P.L.239-2025, SEC.7.
Ind. Code § 23-0.5-4-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-3
Designation of registered agent; required filings
Status: in_force

Sec. 3. (a) A registered agent must be an individual, a general partnership, a domestic filing entity, or a registered foreign entity.

(b) A registered agent filing must provide either:

(1) if the entity has a commercial registered agent, the name of the entity's commercial registered agent; or

(2) if the entity does not have a commercial registered agent:

(A) the name of the individual, general partnership, domestic filing entity, or registered foreign entity; and

(B) the address of the entity's registered agent.

(c) If the entity does not have a commercial registered agent, a registered agent filing may provide 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.

(d) A registered agent filing must state:

(1) the registered agent's consent; or

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

(e) Each entity registered under the laws of Indiana shall provide to the entity's registered agent, and update from time to time as necessary, the name, business address, and business telephone number of an individual who is:

(1) an officer, a director, an employee, or a designated agent of the entity; and

(2) authorized to receive communications from the registered agent.

The individual is considered to be the communications contact for the entity.

(f) A registered agent shall retain, in paper or electronic form, the information provided by an entity under subsection (e).

(g) If an entity fails to provide the registered agent with the information required under subsection (e), the registered agent may resign, as provided in section 9 of this chapter, as the registered agent for the entity.

(h) The secretary of state may provide to the Indiana supreme court the electronic mail address of a registered agent.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.10; P.L.177-2019, SEC.6.
Ind. Code § 23-14-77-2 — Indiana Code / Title 23 / Article 14 / Chapter 77 / Section 23-14-77-2
Class B infraction
Status: in_force

Sec. 2. A person who violates this chapter commits a Class B infraction.

As added by P.L.61-2008, SEC.3.
Ind. Code § 23-18-1-8 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-8
"Event of dissociation"
Status: in_force

Sec. 8. "Event of dissociation" means an event that causes a person to cease being a member of a limited liability company as provided by IC 23-18-6-5.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-20-1-8 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-8
Duties of division
Status: in_force

Sec. 8. The division shall do the following:

(1) Prescribe forms for processing applications for restitution assistance.

(2) Determine whether a claim for restitution assistance filed under this chapter should be awarded.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-1-42-10 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-10
Redemption of acquired control shares
Status: in_force

Sec. 10. (a) If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.

(b) Control shares acquired in a control share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in section 9 of this chapter.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-2-2.5-45 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-45
Assistance of attorney general; expenses
Status: in_force

Sec. 45. In connection with the administration and enforcement of the provisions of this chapter, it is hereby made the duty of the attorney general of Indiana to render all necessary assistance to the commissioner upon the commissioner's request, and to that end the attorney general shall employ such legal and such other professional services as shall be necessary to adequately and fully perform such service under the direction of the commissioner as the demands of the securities division shall require, and any expenses so incurred by the attorney general for the purposes aforesaid shall be chargeable against and paid out of the securities division fund and if such fund is insufficient for the payment of such expenses and any expenses of the securities division incident to the administration of this chapter, then a sufficient sum of money for the payment of any such deficiency is hereby appropriated annually out of any money received by the secretary of state as fees for the incorporation and for the filing of the biennial reports of corporations.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.119-2015, SEC.24.
Ind. Code § 23-2.5-1-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-4
"Borrower's residential mortgage loan application information"
Status: in_force

Sec. 4. "Borrower's residential mortgage loan application information" means the:

(1) address of proposed residential real property to be mortgaged; and

(2) borrower's essential personal and financial information necessary for an informed credit decision to be made concerning the borrower's mortgage loan application.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-6-4-3 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-3
"Lending institution" defined
Status: in_force

Sec. 3. As used in this chapter, "lending institution" means a bank or trust company, industrial loan and investment company, credit union, savings bank, bank of discount and deposit, small loan company, savings association, insurance company or related corporation, partnership, limited liability company, foundation, pension fund, or other institution engaged primarily in lending or investing funds.

As added by P.L.236-1985, SEC.1. Amended by P.L.42-1993, SEC.16; P.L.79-1998, SEC.24.
Ind. Code § 23-17-16-12 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-12
Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors
Status: in_force

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.

(b) The determination shall be made by one (1) of the following procedures:

(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee designated by the board of directors consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation.

(3) By special legal counsel:

(A) selected by the board of directors or a committee of the board of directors in the manner prescribed in subdivision (1) or (2); or

(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors. Directors who are parties may participate in the selection.

(4) By the members. However, memberships voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination is made by special legal counsel, authorization of indemnification and evaluation as to the reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-17-16-15 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-15
Other rights to indemnification; reimbursement of expenses of appearing as witness
Status: in_force

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following:

(1) A corporation's articles of incorporation or bylaws.

(2) A resolution of the board of directors or of the members.

(3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.

(b) If:

(1) articles of incorporation;

(2) bylaws;

(3) resolutions of the board of directors or of the members; or

(4) other duly adopted authorization of indemnification or advance for expenses;

limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly adopted authorization of indemnification or advance for expenses.

(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant respondent to the proceeding.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-3-7 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-7
Waiver or modification of requirements
Status: in_force

Sec. 7. The commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 2, 3, and 4(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic report filed under section 5(i) of this chapter.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-2-4-7 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-7
Delivery of disclosure statements to persons executing agreements
Status: in_force

Sec. 7. (a) Prior to the execution of a continuing care agreement, a provider shall deliver to the contracting party and the prospective resident a copy of the initial disclosure statement and the latest annual disclosure statement.

(b) After the execution of a continuing care agreement, a provider shall provide, upon request, a copy of the initial disclosure statement and the latest annual disclosure statement.

As added by Acts 1982, P.L.145, SEC.1.
Ind. Code § 23-2.5-11-14 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-14
Court compelled obedience to subpoena, order, or demand
Status: in_force

Sec. 14. Upon:

(1) disobedience on the part of any person to a lawful:

(A) subpoena issued under this article; or

(B) order or demand requiring the production of books, accounts, papers, records, documents, or other evidence or information as provided in this article; or

(2) the refusal of a witness to:

(A) appear when subpoenaed to testify to a matter regarding which the witness may be lawfully interrogated; or

(B) take or subscribe to an oath required by this article;

it is the duty of the circuit or superior court of the county where the hearing, inquiry, or investigation in question is held, where demand is made, or where the production is ordered to be made, upon written petition of the commissioner, to compel obedience to the lawful requirements of the subpoena, order, or demand.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-7-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-6
Annual loan broker office compliance examinations
Status: in_force

Sec. 6. (a) A manager shall complete at least one (1) compliance examination per year of each loan broker office for which the manager is the supervisor designated under section 4 of this chapter.

(b) A loan broker shall maintain complete documentation of each examination conducted by a manager under subsection (a):

(1) at the principal place of business; and

(2) for a minimum of five (5) years after the calendar year in which the examination is completed.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.23.
Ind. Code § 23-17-15-4 — Indiana Code / Title 23 / Article 17 / Chapter 15 / Section 23-17-15-4
Waiver of notice of meeting
Status: in_force

Sec. 4. (a) A director may waive a notice required by this article, articles of incorporation, or bylaws. Except as provided by subsection (b), the waiver must be:

(1) in writing;

(2) signed by the director entitled to the notice; and

(3) filed with the minutes or the corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-9-50 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-50
Articles of abandonment of conversion
Status: in_force

Sec. 50. The secretary of state shall collect the following fees for filing articles of abandonment of conversion:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-72-3 — Indiana Code / Title 23 / Article 14 / Chapter 72 / Section 23-14-72-3
Levying assessments
Status: in_force

Sec. 3. After the grounds of an unincorporated cemetery are brought into an incorporated cemetery under section 2 of this chapter, the association of the incorporated cemetery may periodically levy an assessment against each lot that was brought into the incorporated cemetery to provide a fund with which to maintain and provide for the upkeep of the lots.

As added by P.L.52-1997, SEC.46.
Ind. Code § 23-2-3.1-10 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-10
Cease and desist orders; injunctions; subpoenas; production of books and papers
Status: in_force

Sec. 10. (a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any regulation or order adopted under this chapter, the commissioner may investigate and issue orders and notices, including ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any circuit or superior court in the name and on behalf of the state of Indiana against any person or persons participating in or about to participate in a violation of this chapter to enjoin those persons from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter. In any court proceedings, the commissioner may apply for and on due showing be entitled to have issued the court's subpoena requiring:

(1) the appearance of any defendant or his employees or agents to testify and give evidence concerning the acts or conduct or things complained of; or

(2) the production of documents, books and records;

as may appear necessary for the hearing of the petition.

(b) Whenever any person has engaged or is about to engage in any act or practice constituting a violation of this chapter or any regulation or order adopted under this chapter, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the circuit or superior court of the county where the target company has its principal office or Marion County to enjoin that person from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter.

(c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this chapter or any regulation or order of the commissioner. The court may not require the commissioner to post a bond.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.9.
Ind. Code § 23-0.5-2-9 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-9
Intentional signing of false document; sanctions
Status: in_force

Sec. 9. (a) A person commits a Class A misdemeanor if the person signs a document that the person knows is false in a material respect with the intent that the document be delivered to the secretary of state for filing.

(b) Any record filed under this article may be signed by an agent. Whenever this article requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.

(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.

(d) A signature on a filing may be a facsimile.

(e) A signature on a filing that is transmitted and filed electronically is sufficient if the person transmitting and filing the document:

(1) has the intent to file the document as evidenced by a symbol executed or adopted by a party with present intention to authenticate the filing; and

(2) enters the filing party's name on the electronic form in a signature box or other place indicated by the secretary of state.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-31-51 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-51
Liability of cemeteries
Status: in_force

Sec. 51. A cemetery is not liable for cremated remains that are dumped, scattered, or otherwise deposited at the cemetery in violation of this chapter if the action is taken without the cemetery's consent.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-2.5-11-10 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-10
Action to enforce penalty
Status: in_force

Sec. 10. The commissioner may bring an action in the circuit or superior court of Marion County to enforce payment of a penalty imposed under this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18-4-12 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-12
Business between company and member or manager
Status: in_force

Sec. 12. Except when prohibited in a written operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the transaction as a person who is not a member or manager.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-6-14 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-14
"Person" defined
Status: in_force

Sec. 14. (a) As used in this chapter, "person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government.

(b) The term does not include a contract market designated by any of the following:

(1) The Commodity Futures Trading Commission.

(2) Any clearinghouse of the Commodity Futures Trading Commission.

(3) A national securities exchange that is registered with the Securities and Exchange Commission.

(4) An employee, an officer, or a director of a contract market designated clearinghouse or exchange who is acting solely in that capacity.

As added by P.L.177-1991, SEC.10. Amended by P.L.8-1993, SEC.315.
Ind. Code § 23-1-20-3 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-3
"Authorized shares"
Status: in_force

Sec. 3. "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue.

As added by P.L.149-1986, SEC.4.