Ind. Code § 23-1.3-8-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 8 / Section 23-1.3-8-2
Powers and duties
Status: in_force

Sec. 2. A benefit officer shall have:

(1) the powers and duties relating to the purpose of the benefit corporation to create general public benefit or a specific public benefit provided:

(A) by the bylaws; or

(B) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and

(2) the duty to prepare the benefit report required under IC 23-1.3-10.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-20-1-30 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-30
Claimant convicted of forgery, fraud, or deception; forfeiture of award; civil action by division to recover funds
Status: in_force

Sec. 30. (a) A claimant convicted of forgery, fraud, or deception in connection with a claim under this chapter forfeits an award paid to the claimant under this chapter.

(b) The division may file a civil action to recover funds against a claimant described in subsection (a).

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-16-4-6 — Indiana Code / Title 23 / Article 16 / Chapter 4 / Section 23-16-4-6
Admission of limited partners
Status: in_force

Sec. 6. A person acquiring a partnership interest is admitted as a limited partner when the latter of the following occurs:

(1) The formation of the limited partnership.

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

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-0.5-4-8 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-8
Commercial registered agent; statement of change; cancellation by secretary of state
Status: in_force

Sec. 8. (a) If a commercial registered agent changes its name, address, or electronic mail address as listed under section 4(a) of this chapter, type of entity, or jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change signed by the agent which states:

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

(2) if the name of the agent has changed, the new name;

(3) if the address or electronic mail address of the agent has changed, the new address or electronic mail address; and

(4) if the agent is an entity:

(A) if the type of entity of the agent has changed, the new type of entity; and

(B) if the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.

(b) The filing by the secretary of state of a statement of change under subsection (a) is effective to change the information regarding the agent with respect to each entity represented by the agent.

(c) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.

(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under section 4 of this chapter. A cancellation under this subsection has the same effect as a termination under section 5 of this chapter. Promptly after canceling the listing of an agent, the secretary of state shall provide notice in a record in the manner provided in section 10(b) or 10(c) of this chapter on:

(1) each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in section 10 of this chapter; and

(2) the agent, stating that the listing of the agent has been canceled under this section.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.11.
Ind. Code § 23-2.5-3-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 3 / Section 23-2.5-3-4
Branch office license required
Status: in_force

Sec. 4. (a) A loan broker may not operate a branch office in Indiana unless the loan broker first obtains a:

(1) unique identifier from the Nationwide Multistate Licensing System; and

(2) branch office license from the commissioner.

(b) A loan broker shall apply to the commissioner for a branch office license under this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-1-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-1
Application of chapter
Status: in_force

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

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-9-53 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-53
Notice of merger or conversion
Status: in_force

Sec. 53. The secretary of state shall collect the following fees for filing a notice of merger or 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 § 23-14-34-3 — Indiana Code / Title 23 / Article 14 / Chapter 34 / Section 23-14-34-3
Transfers to include reference to recorded plat
Status: in_force

Sec. 3. Each transfer of interment, entombment, or inurnment rights issued by the cemetery owner under this chapter must include a reference to the recorded plat.

As added by P.L.52-1997, SEC.8.
Ind. Code § 23-17-24-3 — Indiana Code / Title 23 / Article 17 / Chapter 24 / Section 23-17-24-3
Receivers and custodians
Status: in_force

Sec. 3. (a) A court in a judicial proceeding brought by the attorney general or by any other party named under section 1 of this chapter to dissolve a public benefit or mutual benefit corporation may appoint at least one (1):

(1) receiver to wind up and liquidate; or

(2) custodian to manage;

the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation's property wherever located.

(b) The court may appoint an individual or a domestic or foreign business or nonprofit corporation authorized to transact business in Indiana as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in the appointing order, which may be amended from time to time, including the following:

(1) The receiver may do the following:

(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the corporation is subject to a trust, an endowment, and other restrictions that would be applicable to the corporation.

(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Indiana courts.

(2) The custodian may exercise all of the powers of the corporation, through or in place of the corporation's board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation's members and creditors or to carry out the corporation's lawful purposes.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation and the corporation's members and creditors.

(e) The court may, during the receivership or custodianship, order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.

As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.6.
Ind. Code § 23-14-46-7 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-7
Exclusive rights of owner
Status: in_force

Sec. 7. Because the owner of a cemetery is responsible for the performance of the care and maintenance of the cemetery, a cemetery owner has the exclusive right to:

(1) open and close a grave or grave space, burial space, crypt, or niche in the cemetery;

(2) set or install:

(A) a marker;

(B) a monument; or

(C) any type of memorial;

in the cemetery; and

(3) install any kind of foundation or other type of base for the marker, monument, or any type of memorial in the cemetery.

This exclusive right may also be exercised by the authorized representative of the owner of the cemetery.

As added by P.L.52-1997, SEC.20. Amended by P.L.9-2022, SEC.43.
Ind. Code § 23-2.5-11-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-5
Notice before final order
Status: in_force

Sec. 5. (a) Except as provided in subsection (b), the commissioner may not enter a final order:

(1) denying, suspending, or revoking the license of an applicant or a licensee; or

(2) imposing another sanction;

without prior notice to all interested parties, opportunity for a hearing, and written findings of fact and conclusions of law.

(b) The commissioner may, by summary order, deny, suspend, or revoke a license:

(1) pending final determination of a proceeding under this chapter; or

(2) before a proceeding is initiated under this chapter.

(c) Upon the entry of a summary order under subsection (b), the commissioner shall promptly notify all interested parties:

(1) that the summary order has been entered;

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

(3) that, upon receipt by the commissioner of a written request from a party, the matter will be set for hearing to commence not later than forty-five (45) business days after the commissioner's receipt of the request.

(d) If a hearing:

(1) is not requested under subsection (c); and

(2) is not ordered by the commissioner;

the summary order remains in effect until the summary order is modified or vacated by the commissioner.

(e) If a hearing is requested under subsection (c) or ordered by the commissioner, the commissioner may:

(1) after notice of the hearing has been given to all interested persons; and

(2) the hearing has been held;

modify or vacate the summary order or extend the summary order until final determination is made.

As added by P.L.175-2019, SEC.2. Amended by P.L.211-2019, SEC.31.
Ind. Code § 23-1.5-2-11 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-11
Repealed
Status: repealed

As added by P.L.239-1983, SEC.1. Repealed by P.L.34-1997, SEC.26.
Ind. Code § 23-19-4-12 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-12
Denial, condition, revocation, suspension, or limitation of registration; censure, bar, or civil penalty for violation; grounds; examination; procedure
Status: in_force

Sec. 12. (a) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this article may deny an application, or may condition or limit registration, of an applicant to be a broker-dealer, agent, investment adviser, or investment adviser representative and, if the applicant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser.

(b) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this article may revoke, suspend, condition, or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser. However, the commissioner may not:

(1) institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the commissioner or a designee of the commissioner more than one (1) year after the date of the order on which it is based; or

(2) under subsection (d)(5)(A) and (d)(5)(B), issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state.

(c) If the commissioner finds that the order is in the public interest and subsection (d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6), (d)(8), (d)(9), (d)(11), (d)(12), or (d)(13) authorizes the action, an order under this article may censure, impose a bar, or impose a civil penalty in an amount not to exceed a maximum of ten thousand dollars ($10,000) per violation on a registrant, and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser.

(d) A person may be disciplined under subsections (a) through (c) if the person:

(1) has filed an application for registration in this state under this article or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) knowingly violated or knowingly failed to comply with this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act within the previous ten (10) years;

(3) has been convicted of a felony or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(4) is enjoined or restrained by a court with jurisdiction in an action instituted by the commissioner under this article or the predecessor act, a state, the Securities and Exchange Commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(5) is the subject of an order, issued after notice and opportunity for hearing, by:

(A) the securities, depository institution, insurance, or other financial services regulator of a state or by the Securities and Exchange Commission or other federal agency denying, revoking, barring, or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;

(B) the securities regulator of a state or the Securities and Exchange Commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;

(C) the Securities and Exchange Commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;

(D) a court adjudicating a United States Postal Service fraud order;

(E) the insurance regulator of a state denying, suspending, or revoking registration as an insurance agent;

(F) a depository institution regulator suspending or barring the person from the depository institution business; or

(G) any state regulatory body or organization governing real estate brokers or sales persons denying, suspending, or revoking a person's registration or license in the real estate industry;

(6) is the subject of an adjudication or determination, after notice and opportunity for hearing, by the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Federal Trade Commission, a federal depository institution regulator, or a depository institution, insurance, or other financial services regulator of a state that the person willfully violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or the Commodity Exchange Act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking, or finance is regulated;

(7) is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the commissioner may not enter an order against an applicant or registrant under this subdivision without a finding of insolvency as to the applicant or registrant;

(8) refuses to allow or otherwise impedes the commissioner from conducting an audit or inspection under section 11(d) of this chapter or refuses access to a registrant's office to conduct an audit or inspection under section 11(d) of this chapter;

(9) has failed to reasonably supervise an agent, investment adviser representative, or other individual, if the agent, investment adviser representative, or other individual was subject to the person's supervision and committed a violation of this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act within the previous ten (10) years;

(10) has not paid the proper filing fee within thirty (30) days after having been notified by the commissioner of a deficiency, but the commissioner shall vacate an order under this subdivision when the deficiency is corrected;

(11) after notice and opportunity for a hearing, has been found within the previous ten (10) years:

(A) by a court with jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking, or finance is regulated;

(B) to have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking, or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative, or similar person; or

(C) to have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;

(12) is the subject of a cease and desist order issued by the Securities and Exchange Commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state;

(13) has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous ten (10) years;

(14) is not qualified on the basis of factors such as training, experience, and knowledge of the securities business. However, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this subdivision if the individual has successfully completed all examinations required by subsection (e). The commissioner may require an applicant for registration under section 2 or 4 of this chapter who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination;

(15) is on the most recent tax warrant list supplied to the commissioner by the department of state revenue;

(16) is an individual who is:

(A) an applicant for registration as an agent for a broker-dealer or as an investment adviser representative; or

(B) registered as an agent for a broker-dealer or as an investment adviser representative;

and has failed to comply with a court order imposing a child support obligation; or

(17) fails to comply with the disclosure requirements set forth under IC 24-4.9-3.

(e) Subject to IC 23-19-4.3, a rule adopted or order issued under this article may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this article may waive, in whole or in part, an examination as to an individual and a rule adopted under this article may waive, in whole or in part, an examination as to a class of individuals if the commissioner determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) The commissioner may suspend or deny an application summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the commissioner shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the commissioner within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) An order may not be issued under this section, except under subsection (f), without:

(1) appropriate notice to the applicant or registrant;

(2) opportunity for hearing; and

(3) findings of fact and conclusions of law in a record.

(h) A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the commissioner under subsections (a) through (c) to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

(i) The commissioner may not institute a proceeding under subsection (a), (b), or (c) based solely on material facts actually known by the commissioner unless an investigation or the proceeding is instituted within one (1) year after the commissioner actually acquires knowledge of the material facts.

(j) All fines and penalties collected under this section shall be deposited into the securities division enforcement account as established by IC 23-19-6-1(f).

As added by P.L.27-2007, SEC.23. Amended by P.L.85-2012, SEC.3; P.L.205-2021, SEC.6; P.L.41-2026, SEC.6.
Ind. Code § 23-2.5-11-17 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-17
Violations; felonies
Status: in_force

Sec. 17. (a) Except as provided in subsection (b), a person who knowingly violates this article commits a Level 5 felony.

(b) A person who knowingly violates this article commits a Level 4 felony if the person damaged by the violation is at least sixty (60) years of age.

(c) A person commits a Level 5 felony if the person knowingly makes or causes to be made in:

(1) a document filed with or sent to the commissioner or the securities division; or

(2) a proceeding, an investigation, or an examination under this article;

a statement that is, at the time and in the light of the circumstances under which the statement is made, false or misleading in any material respect.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-65-13.5 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-13.5
Notice of proposed transfer of management; hearing
Status: in_force

Sec. 13.5. (a) This section applies to a municipality transferring the control and management of a cemetery under section 12.5 of this chapter.

(b) The executive of a municipality may nominate a person to serve as cemetery caretaker in a proposed ordinance. After a nomination is made, the legislative body of the municipality shall schedule a hearing at which the legislative body will hear any objections to the proposed ordinance. The legislative body shall publish notice of the hearing once each week for two (2) weeks in accordance with IC 5-3-1.

(c) The hearing required by subsection (b) must:

(1) be set for a date that is:

(A) at least two (2) weeks after the first publication of notice; and

(B) not later than sixty (60) days after the executive provides the legislative body with notice of the executive's nomination;

(2) be held at a designated location; and

(3) provide all taxpayers or owners of lots in the cemetery an opportunity to be heard.

(d) Not later than thirty (30) days after the hearing, the legislative body shall conduct a vote to adopt or defeat the proposed ordinance. For purposes of this subsection, a majority of the legislative body must vote to adopt the proposed ordinance for the ordinance to be adopted.

(e) If a proposed ordinance is adopted under this section, all papers and documents appropriate for the transfer of the control and management of the cemetery must be executed by the executive of the municipality.

As added by P.L.113-2022, SEC.12.
Ind. Code § 23-14-48-3 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-3
Establishment; payment; fund segregated
Status: in_force

Sec. 3. (a) A perpetual care fund shall be established under this chapter as follows:

(1) In the case of a cemetery for earth burials, by the application and payment to the perpetual care fund of an amount at least equal to:

(A) fifteen percent (15%) of the sale price; or

(B) eighty cents ($0.80) per square foot of area;

of each burial plot sold or transferred, whichever is greater.

(2) In the case of a community or public mausoleum, or community or public garden crypt, by the application and payment to the perpetual care fund of an amount at least equal to:

(A) eight percent (8%) of the sale price; or

(B) one hundred dollars ($100) per crypt sold or transferred;

whichever is greater.

(3) In the case of a community columbarium, by the application and payment to the perpetual care fund of an amount at least equal to twenty dollars ($20) per niche sold or transferred.

(b) From the sale price, any payment on the sale price, or in a nonmonetary transfer, the owner shall pay an amount in proportion to the requirements of subsection (a)(1) through (a)(3) to the care fund. The payment must be in cash and shall be deposited with the trustee of the fund:

(1) not more than thirty (30) days after the end of the month in which payments on the sale are received; or

(2) not more than thirty (30) days after the end of the month in which there was a transfer which did not involve a sale.

(c) The payments required by this section are required to be paid only on the original sale or transfer and not again for any subsequent resale or transfer of the same ground interment rights, crypt, or niche.

(d) The trustee of a fund established under this chapter must keep the fund segregated from any other fund or account belonging to the owner of the cemetery.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.2; P.L.65-2007, SEC.1; P.L.61-2008, SEC.1.
Ind. Code § 23-17-3-8 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-8
Bylaws; contents
Status: in_force

Sec. 8. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with any law or the articles of incorporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-34-6 — Indiana Code / Title 23 / Article 1 / Chapter 34 / Section 23-1-34-6
Committees
Status: in_force

Sec. 6. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it must be approved by the greater of:

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

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

(c) Sections 1 through 5 of this chapter, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under IC 23-1-33-1.

(e) A committee may not, however:

(1) authorize distributions, except a committee (or an executive officer of the corporation designated by the board of directors) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the board of directors;

(2) approve or propose to shareholders action that this article requires to be approved by shareholders;

(3) fill vacancies on the board of directors or on any of its committees;

(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;

(5) adopt, amend, or repeal bylaws;

(6) approve a plan of merger not requiring shareholder approval; or

(7) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except the board of directors may authorize a committee (or an executive officer of the corporation designated by the board of directors) to take the action described in this subdivision within limits prescribed by the board of directors.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in IC 23-1-35-1.

As added by P.L.149-1986, SEC.18. Amended by P.L.107-1987, SEC.11.
Ind. Code § 23-1-42-5 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-5
Voting rights under IC 23-1-42-9
Status: in_force

Sec. 5. Unless the corporation's articles of incorporation or bylaws provide that this chapter does not apply to control share acquisitions of shares of the corporation before the control share acquisition, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by section 9 of this chapter.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-0.5-1-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 1 / Section 23-0.5-1-2
Application
Status: in_force

Sec. 2. This article applies to an entity formed under or subject to IC 23-1, IC 23-1.3, IC 23-1.5, IC 23-4-1, IC 23-16, IC 23-17, IC 23-18, or IC 23-18.1.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-17-5 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-5
Approval by board of directors, members, and person whose approval is required; initiation of amendment by board of directors; approval at membership meeting; notice; approval by written consent or ballot; amendment summary
Status: in_force

Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows:

(1) By the board of directors.

(2) Except as provided in section 4(a) of this chapter, by the members by a majority of the votes cast.

(3) In writing by a person whose approval is required by a provision of the articles of incorporation authorized under section 1 of this chapter.

(b) Unless articles of incorporation provide otherwise, amendments to the articles of incorporation must be initiated by the board of directors. The board of directors may condition an amendment's adoption on receipt of a higher percentage of affirmative votes of the members or another basis.

(c) If a board of directors seeks to have an amendment approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting in writing in accordance with IC 23-17-10-5. The notice must do the following:

(1) State that the purpose of the meeting is to consider the proposed amendment.

(2) Contain or be accompanied by a copy or summary of the amendment.

(d) If a board of directors seeks to have an amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.121.
Ind. Code § 23-1.5-1-13.5 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-13.5
"Real estate professional"
Status: in_force

Sec. 13.5. "Real estate professional" means an individual who is licensed as a real estate broker licensed under IC 25-34.1-3-4.1.

As added by P.L.229-1995, SEC.4. Amended by P.L.127-2012, SEC.2.
Ind. Code § 23-1.3-2-7 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-7
"General public benefit"
Status: in_force

Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-0.6-1.5-17 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-17
"Merger"
Status: in_force

Sec. 17. "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2-2.5-5 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-5
Sales exempted by commissioner
Status: in_force

Sec. 5. Section 9 does not apply to an offer or sale which the commissioner, by rule or order, exempts as not being comprehended within the purposes of this law and the registration of which he finds is not necessary or appropriate in the public interest or for the protection of investors.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-20-1-17 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-17
Denial of assistance; order not containing restitution award
Status: in_force

Sec. 17. The division shall deny an award of restitution assistance under this chapter if a court or administrative order does not contain an award of restitution to the victim.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-1-35-5 — Indiana Code / Title 23 / Article 1 / Chapter 35 / Section 23-1-35-5
Directors and business opportunities; conflicts of interest
Status: in_force

Sec. 5. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if one (1) or more of the following applies:

(1) The opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the board of directors or a committee of the board of directors before the director became legally obligated regarding the opportunity, and the board of directors or committee of the board of directors disclaimed the corporation's interest in the opportunity.

(2) The opportunity and all material facts concerning the business opportunity then known to the director were disclosed to or known by the shareholders entitled to vote before the director became legally obligated regarding the opportunity, and the shareholders disclaimed the corporation's interest in the opportunity.

(b) For purposes of subsection (a)(1), a business opportunity is disclaimed if approved in the manner provided in section 2(c) of this chapter as if the business opportunity were a conflict of interest transaction.

(c) For purposes of subsection (a)(2), a business opportunity is disclaimed if approved in the manner provided in section 2(d) of this chapter as if the business opportunity were a conflict of interest transaction.

(d) In any proceeding seeking equitable relief or other remedies against a director for the director allegedly improperly taking advantage of a business opportunity, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation under the circumstances.

As added by P.L.133-2009, SEC.28. Amended by P.L.1-2010, SEC.92.
Ind. Code § 23-1-43-2 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-2
"Announcement date" defined
Status: in_force

Sec. 2. As used in this chapter, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-1.3-3-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 3 / Section 23-1.3-3-3
Plan of merger, consolidation, conversion, or share exchange; minimum status vote
Status: in_force

Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.

(b) If:

(1) a domestic entity that is not a benefit corporation is a party to:

(A) a merger, consolidation, or conversion; or

(B) the exchanging entity in a share exchange; and

(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation;

the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-31-10 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-10
"Cremation room" defined
Status: in_force

Sec. 10. As used in this chapter, "cremation room" means the room where the cremation chamber is located.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-4-3-5 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-5
Appointment of receiver on failure to comply with act
Status: in_force

Sec. 5. If such surviving partner or partners shall fail to file such inventory, appraisement, and list of liabilities, and bond, as in this chapter provided, or shall fail or refuse to take upon him or themselves the settlement of the business of such firm, the judge of the court having probate jurisdiction, upon petition filed by anyone interested in the settlement of such partnership, shall appoint a receiver to settle the affairs of such partnership, who shall proceed to settle the same as though a voluntary assignment for the benefit of the creditors had been made by the surviving partner or partners of such firm.

Formerly: Acts 1877, c.86, s.5. As amended by P.L.34-1987, SEC.322.
Ind. Code § 23-14-76-3 — Indiana Code / Title 23 / Article 14 / Chapter 76 / Section 23-14-76-3
Application of business corporation and nonprofit corporation law
Status: in_force

Sec. 3. Except as provided in section 4 of this chapter, after December 31, 1997:

(1) IC 23-1 applies to a cemetery association that has issued shares of stock; and

(2) IC 23-17 applies to a cemetery association that has not issued shares of stock.

As added by P.L.52-1997, SEC.50.
Ind. Code § 23-17-27-3 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-3
Inspection by member's agent or attorney; copies; costs; list of members
Status: in_force

Sec. 3. (a) A member's agent or attorney, if authorized in writing, has the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under section 2 of this chapter includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) A corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) A corporation may comply with a member's demand to inspect the record of members under section 2(b)(3) of this chapter by providing the member with a list of the corporation's members that was compiled not earlier than the date of the member's demand.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-4.1-3 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-3
"Immediate family member"
Status: in_force

Sec. 3. As used in this chapter, "immediate family member" means a spouse, child, parent, or sibling.

As added by P.L.39-2016, SEC.1.
Ind. Code § 23-2.5-6-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 6 / Section 23-2.5-6-4
Commissioner review and approval of internal academic education programs
Status: in_force

Sec. 4. (a) In determining the acceptability of academic education, the commissioner shall consider approval of a licensee's internal academic education programs completed by employees.

(b) The commissioner may charge a fee, in an amount prescribed by the commissioner, for the commissioner's review of an education course to determine acceptability of the course as required by this chapter.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-68-4.5 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-4.5
Trustee financial assistance to cemetery with insufficient funds
Status: in_force

Sec. 4.5. (a) If the trustee of a township reasonably believes that:

(1) the funds available to a cemetery that is located in the township and described in section 1(b) of this chapter from:

(A) the perpetual care fund maintained by the owner of the cemetery under IC 23-14-48; and

(B) any other source;

are not sufficient to provide for the maintenance of the cemetery; and

(2) providing financial assistance to the cemetery described in subdivision (1) will help to prevent the full responsibility for maintenance of the cemetery from falling on the township under:

(A) sections 1(a) and 4(a)(1) of this chapter;

(B) IC 23-14-64; or

(C) another provision of this article;

the trustee may provide financial assistance to the cemetery for the maintenance of the cemetery.

(b) Financial assistance provided by a trustee to a cemetery under this section may be provided from:

(1) the fund for maintenance of cemeteries created under section 4(b) of this chapter; or

(2) money appropriated under section 4(a)(2) of this chapter.

As added by P.L.14-2018, SEC.11.
Ind. Code § 23-2.5-1-39 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-39
"Unique identifier"
Status: in_force

Sec. 39. "Unique identifier" means a number or other identifier that:

(1) permanently identifies a:

(A) loan broker;

(B) mortgage loan originator; or

(C) branch office; and

(2) is assigned by protocols established by the Nationwide Mortgage Licensing System and the federal financial institutions regulatory agencies (as defined in 12 U.S.C. 3350(6)) to facilitate the:

(A) electronic tracking of; and

(B) uniform identification of, and public access to:

(i) the employment history of; and

(ii) any publicly adjudicated disciplinary and enforcement actions against;

a person described in subdivision (1).

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.6.
Ind. Code § 23-5-1-10.1 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-10.1
Biennial report; fee
Status: in_force

Sec. 10.1. (a) As used in this section, “trust” means a:

(1) domestic business trust; or

(2) foreign business trust;

as defined in section 2 of this chapter.

(b) Each trust authorized to transact business in Indiana shall deliver a biennial report to the secretary of state for filing that sets forth the following:

(1) The name of the trust and the state or country under whose law the trust is created.

(2) The address of the trust’s registered office and the name of its registered agent at that office in Indiana.

(3) The address of the trust’s principal office.

(c) When a biennial report is filed, it must be accompanied by the following:

(1) A verified list of the names and addresses of the trustees of the business trust.

(2) Executed copies of all amendments to:

(A) the original trust instrument; and

(B) amendments to the trust instrument that:

(i) were adopted not later than December 31 of the preceding year; and

(ii) have not been filed under section 7 of this chapter.

(3) A fee of fifteen dollars ($15) per year to be paid biennially.

(d) Information in the biennial report must be current as of the date the biennial report is executed on behalf of the trust.

(e) The first biennial report must be delivered to the secretary of state in the second year following the calendar year in which a domestic business trust was created or a foreign business trust was authorized to transact business. The biennial report is due during the same month as the month in which the trust was created or authorized to transact business.

(f) Subsequent biennial reports must be delivered to the secretary of state every second year following the year in which the last biennial report was filed. The secretary of state may accept reports during the two (2) months before the month that they are due.

(g) If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting trust in writing and return the report to it 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, it is considered to be timely filed.

As added by P.L.34-1997, SEC.15.
Ind. Code § 23-2.5-1-20 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-20
"Loan processor"
Status: in_force

Sec. 20. "Loan processor" means an individual who performs loan processing activities for compensation on behalf of a loan processing company and is not a loan broker employee.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-69-6 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-6
Use of cemetery
Status: in_force

Sec. 6. A public cemetery of a township may be used by the inhabitants of the township for the interment of the dead. The township trustee may prescribe regulations governing the use of the cemetery.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-19-4-4 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-4
Investment adviser representative registration; exemptions; restrictions on conducting business; referrals
Status: in_force

Sec. 4. (a) It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this article as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b).

(b) The following individuals are exempt from the registration requirement of subsection (a):

(1) An individual who is employed by or associated with an investment adviser that is exempt from registration under section 3(b) of this chapter or a federal covered investment adviser that is excluded from the notice filing requirements of section 5 of this chapter.

(2) Any other individual exempted by rule adopted or order issued under this article.

(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this article or a federal covered investment adviser that has made or is required to make a notice filing under section 5 of this chapter.

(d) An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or order issued under this article prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.

(e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this article, the Securities and Exchange Commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the commissioner, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) An investment adviser registered under this article, a federal covered investment adviser that has filed a notice under section 5 of this chapter, or a broker-dealer registered under this article is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this article, a federal covered investment adviser who has filed a notice under section 5 of this chapter, or a broker-dealer registered under this article with which the individual is employed or associated as an investment adviser representative.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-14-54.5-2 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-2
"Dependent of a veteran"
Status: in_force

Sec. 2. As used in this chapter, "dependent of a veteran" means a spouse or a dependent child (as recognized by the United States Department of Veterans Affairs) of a veteran.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-2-3.1-6 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-6
Repealed
Status: repealed

As added by Acts 1979, P.L.235, SEC.1. Repealed by Acts 1981, P.L.215, SEC.11.
Ind. Code § 23-17-27-7 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-7
Indemnification or advance of expenses to director; report to members
Status: in_force

Sec. 7. If a corporation indemnifies or advances expenses to a director under IC 23-17-16-1 through IC 23-17-16-11 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-33-10 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-10
"Columbarium"
Status: in_force

Sec. 10. "Columbarium" means a structure or room or space in a building or structure used or intended to be used for the inurnment of cremated human remains.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-17-3-7 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-7
Organizational meetings
Status: in_force

Sec. 7. (a) After incorporation:

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by:

(A) appointing officers;

(B) adopting bylaws; and

(C) carrying on any other business brought before the meeting; and

(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(A) to elect directors and complete the organization of the corporation; or

(B) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this article to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by at least one (1) written consent that:

(1) describes the action taken; and

(2) is signed by each incorporator.

(c) An organizational meeting may be held in or out of Indiana.

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.6.
Ind. Code § 23-0.6-1.5-6 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-6
"Articles of domestication"
Status: in_force

Sec. 6. "Articles of domestication" refers to the filing required by IC 23-0.6-5-5.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-17-2-3 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-3
"Articles of incorporation"
Status: in_force

Sec. 3. "Articles of incorporation" includes amended and restated articles of incorporation, articles of merger, and articles of acceptance.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-9-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-4
Articles of dissolution; domestic business corporation
Status: in_force

Sec. 4. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic business corporation:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2-6-33 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-33
Penalties
Status: in_force

Sec. 33. (a) A person who knowingly violates:

(1) this chapter; or

(2) any rule or order issued or adopted by the commissioner under this chapter;

commits a Level 5 felony.

(b) A person who violates a rule or an order issued or adopted under this chapter may be assessed a civil penalty of up to ten thousand dollars ($10,000).

(c) The commissioner may refer any evidence concerning violations of this chapter or violations of any rule or order issued or adopted by the commissioner to any prosecuting attorney in Indiana.

As added by P.L.177-1991, SEC.10. Amended by P.L.158-2013, SEC.264.
Ind. Code § 23-0.5-1.5-11 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-11
"Filing entity"
Status: in_force

Sec. 11. "Filing entity" means a business corporation, a nonprofit corporation, a limited liability partnership, a limited partnership, or a limited liability company.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-19-2-4 — Indiana Code / Title 23 / Article 19 / Chapter 2 / Section 23-19-2-4
Denial, suspension, revocation, condition, or limitation of exemptions; knowledge of order
Status: in_force

Sec. 4. (a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this article may deny, suspend application of, condition, limit, or revoke an exemption created under section 1(3)(C), (1)(7), 1(8), or 2 of this chapter or an exemption or waiver created under section 3 of this chapter with respect to a specific security, transaction, or offer. An order under this section may be issued only under the procedures in IC 23-19-3-6(d) or IC 23-19-6-4 and only prospectively.

(b) A person does not violate IC 23-19-3-1, IC 23-19-3-3 through IC 23-19-3-6, IC 23-19-5-4, or IC 23-19-5-10 by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-17-24-1.5 — Indiana Code / Title 23 / Article 17 / Chapter 24 / Section 23-17-24-1.5
Remedies, assurance of voluntary compliance
Status: in_force

Sec. 1.5. (a) This section applies to the following:

(1) Notwithstanding IC 23-17-1-1, all corporations organized under Indiana law for a purpose for which a corporation may be organized under this article, regardless of the date of incorporation.

(2) A foreign corporation that desires to transact business in Indiana.

(b) In addition to a dissolution under section 1 of this chapter, the attorney general may petition a court to issue one (1) or more of the following remedies:

(1) Injunctive relief.

(2) Appointment of temporary or permanent receivers.

(3) Permanent removal of trustees, corporate officers, or directors who have breached the fiduciary duty.

(4) Appointment of permanent court approved replacement trustees, corporate officers or directors, and members.

(c) The attorney general may seek a remedy against any or all of the following:

(1) If the attorney general establishes a condition enumerated in section 1(a)(1) of this chapter, a corporation.

(2) For a violation of the officer's duties under IC 23-17-14-2, a corporate officer.

(3) For a violation of IC 23-17-13, a corporate director.

(d) In addition to any remedies described in subsection (b), the attorney general may accept a written assurance of voluntary compliance with respect to:

(1) a past, an existing, or an imminent condition enumerated in section 1(a)(1) of this chapter; or

(2) any past, existing, or imminent violation of a duty under this article by a corporation, director, officer, member, trustee, or other corporate principal.

(e) An assurance of voluntary compliance described in subsection (d) may include a stipulation for the voluntary payment by the person of:

(1) the costs of an investigation;

(2) an amount to be held in escrow pending the outcome of an action;

(3) an amount to be held in escrow pending the outcome of an action as restitution to an aggrieved nonprofit corporation or person; or

(4) both amounts described in subdivisions (2) and (3).

(f) An assurance of voluntary compliance described in subsection (d):

(1) must be filed with; and

(2) is subject to the approval of;

the court having jurisdiction.

(g) An assurance of voluntary compliance described in subsection (d) is not considered an admission of a violation of any law.

(h) If the attorney general closes a matter by accepting an assurance of voluntary compliance described in subsection (d), the attorney general may reopen the matter for further proceedings within the period of the applicable statute of limitations.

As added by P.L.245-2005, SEC.4. Amended by P.L.65-2014, SEC.4.
Ind. Code § 23-1.3-2-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-1
Application of corporation law definitions
Status: in_force

Sec. 1. The definitions in IC 23-1-20 apply throughout this article.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-31-24 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-24
Annual report
Status: in_force

Sec. 24. (a) Each crematory authority shall file an annual report with the board. The report must include any changes in the information required under section 22 of this chapter or a statement indicating that no changes have occurred.

(b) Except as provided in subsection (c), the annual report must be filed not later than ninety (90) days after the end of the fiscal year of the crematory authority.

(c) If the fiscal year of a crematory authority is not the calendar year, the crematory authority shall file the annual report within seventy-five (75) days after the end of the crematory authority's fiscal year.

(d) If a crematory authority files a written request for an extension and demonstrates good cause for the extension, the board shall grant an extension of not more than sixty (60) days for filing the annual report.

(e) If a crematory authority fails to submit an annual report to the board within the time specified in subsection (c) or (d), the board may take any of the actions allowed by IC 25-15-9.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-14-65-25 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-25
Improvement and development of cemetery; adoption of resolution
Status: in_force

Sec. 25. (a) If the improvement and development of a cemetery will:

(1) provide relief for the unemployed;

(2) be a stimulus to the industry of the municipality;

(3) be a suitable project and eligible for financing as a self-liquidating project by:

(A) an agency of the federal government; or

(B) an individual, firm, limited liability company, or corporation; and

(4) result in no cost to the municipality;

the cemetery board that has or would have control and management of the cemetery may adopt a resolution expressing the determination of the board to proceed with the improvement and development of the cemetery.

(b) After adopting a resolution under subsection (a), the cemetery board may do anything necessary to secure the funds that are necessary to make the improvements and provide for the developments.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-17-28-5 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-5
Effective date of notice
Status: in_force

Sec. 5. Except as provided in this chapter or other applicable law, written notice is effective at the earliest of the following:

(1) When received.

(2) Five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed 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.

(4) Thirty (30) days after the notice is deposited with another method of the United States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed correctly addressed to the address listed in the most current records of the corporation.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.9.
Ind. Code § 23-2-3.1-8.6 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-8.6
Exempt acquisitions; notice and hearing to precede order
Status: in_force

Sec. 8.6. (a) The provisions of sections 2 through 7 of this chapter do not apply to the following:

(1) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class.

(2) An acquisition of equity securities of a target company having seventy-five (75) or fewer holders of record of equity securities at the time of the takeover offer.

(3) An acquisition determined by order of the commissioner to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.

(b) An order may only be adopted under subsection (a)(3) of this section after a hearing. Not less than five (5) business days' notice of a hearing must be given to the target company, the offeror, and such other persons as the commissioner may designate.

(c) The burden of establishing entitlement to any exemption is on the offeror.

As added by Acts 1981, P.L.215, SEC.7. Amended by P.L.242-1983, SEC.7.
Ind. Code § 23-1.5-4-4 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-4
Right of corporation to accept this article
Status: in_force

Sec. 4. (a) Any corporation organized under Indiana law for any purpose or purposes for which a corporation might be organized under this article, and existing on September 1, 1983, may accept this article, and avail itself of the rights and privileges provided by this article, by complying with this article. Without limitation, this right to accept this article extends to any corporation formed under this or any other general statute, for any purpose or purposes for which a corporation might be organized under this article, if the corporation existed on or after September 1, 1983, or if its articles of incorporation fix a time of corporate existence that has terminated or thereafter terminates, if this corporation files its articles of acceptance within two (2) years after such termination. The acceptance of this article may be effected by the officer, directors, and members of the corporation or by persons acting as such.

(b) Upon acceptance and compliance with the requirements of this article, the corporation shall be considered to have existed since termination and its acts, during this time, have the same validity as if performed before termination.

(c) This section does not apply to any corporation whose corporate franchise has been forfeited under any other statute.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-16-4-1 — Indiana Code / Title 23 / Article 16 / Chapter 4 / Section 23-16-4-1
Additional limited partners
Status: in_force

Sec. 1. After the formation of a limited partnership, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(2) in the case of an assignee of a partnership interest, as provided in IC 23-16-8-4.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-65-23 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-23
Acceptance and receipt of real and personal property
Status: in_force

Sec. 23. (a) A cemetery board may accept and receive real and personal property:

(1) through gift, legacy, or bequest; and

(2) upon terms, conditions, or trusts that the donor or testator designates;

for use concerning the operation, maintenance, and preservation of cemeteries or a part of a cemetery.

(b) The property received under subsection (a) is exempt from all taxation.

(c) If:

(1) a cemetery board receives money under subsection (a); and

(2) the money is not required currently to carry out the purpose or trusts upon which the money was received;

the cemetery board shall invest the money in accordance with IC 5-13-9. For investment purposes under this subsection, the cemetery board shall give preference to the purchase of bonds or securities issued and negotiated by the municipality.

(d) A cemetery board shall use the income from securities purchased under subsection (c) to carry out the trusts upon which the gift was made.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-6-4-22 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-22
Reports
Status: in_force

Sec. 22. Each credit corporation shall make an annual report of its condition to the governor and the general assembly before March 2 of each year. An annual report under this section to the general assembly must be in an electronic format under IC 5-14-6.

As added by P.L.236-1985, SEC.1. Amended by P.L.28-2004, SEC.162.
Ind. Code § 23-19-4-3 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-3
Investment adviser registration; exemptions; restrictions on employment or association
Status: in_force

Sec. 3. (a) It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this article as an investment adviser or is exempt from registration as an investment adviser under subsection (b).

(b) The following persons are exempt from the registration requirement of subsection (a):

(1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:

(A) federal covered investment advisers, investment advisers registered under this article, or broker-dealers registered under this article;

(B) institutional investors;

(C) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

(D) any other client exempted by rule adopted or order issued under this article.

(2) A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subdivision (1).

(3) Any other person exempted by rule adopted or order issued under this article.

(c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this article, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

(d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this article as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under section 4(a) of this chapter or is exempt from registration under section 4(b) of this chapter.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-2-6-8 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-8
"Commodity Futures Trading Commission" defined
Status: in_force

Sec. 8. As used in this chapter, "Commodity Futures Trading Commission" means the independent regulatory agency established to administer the Commodity Exchange Act.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-4-1-46 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-46
Limited liability partnerships; continuation of partnership and successor partnership registration
Status: in_force

Sec. 46. A partnership that has registered as a limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership under the laws of this state. If a limited liability partnership dissolves under section 29 of this chapter, a partnership that is a successor to the limited liability partnership and that intends to be a limited liability partnership is not required to file a new registration and is considered to have filed any documents required or permitted under this section that were filed by the predecessor partnership.

As added by P.L.230-1995, SEC.11.
Ind. Code § 23-2.5-1-17 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-17
"Loan broker office"
Status: in_force

Sec. 17. "Loan broker office" means a fixed physical location:

(1) at which a person holds itself out as engaging in the activities of a loan broker;

(2) the address of which appears on business cards, on stationery, or in advertising in connection with the activities of a loan broker;

(3) at which the person's name, advertising, promotional materials, or signage suggests that residential mortgage loans are originated, negotiated, funded, or serviced; or

(4) where the person otherwise engages in conduct that suggests to the public that the activities of a loan broker may occur at the location.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-9-51 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-51
Articles of domestication
Status: in_force

Sec. 51. The secretary of state shall collect the following fees for filing articles of domestication:

(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. Amended by P.L.9-2022, SEC.41.
Ind. Code § 23-14-65-19 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-19
Financial report; budget; expenditure of money
Status: in_force

Sec. 19. (a) During January of each year, a cemetery board shall make a report to the legislative body of the municipality. The report must:

(1) provide information on:

(A) the financial condition of the cemetery board; and

(B) the business done by the cemetery board during the previous year; and

(2) include a statement showing the receipts and expenditures of the cemetery board for the year.

(b) A cemetery board shall annually prepare a budget for the cemetery or cemeteries under its control in the same manner as other offices and departments of the municipality prepare budgets. The budget of the cemetery board is subject to review under the budget statutes applying to municipalities.

(c) A cemetery board may not expend funds without prior appropriation by the legislative body of the municipality. If the revenues of the cemetery board are not sufficient to meet the:

(1) current operating expenses; and

(2) amounts to be paid for the purchase of cemetery lands or other property;

the deficiency in the revenues may be resolved through an appropriation from the general fund of the municipality.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-4-1-39 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-39
Rights where partnership is dissolved for fraud or misrepresentation
Status: in_force

Sec. 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,

(a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and

(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

Formerly: Acts 1949, c.114, s.39.
Ind. Code § 23-1-44-12 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-12
Dissenters' notice; contents
Status: in_force

Sec. 12. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 11 of this chapter.

(b) The dissenters' notice must be sent no later than ten (10) days after approval by the shareholders, or if corporate action is taken without approval by the shareholders, then ten (10) days after the corporate action was taken. The dissenters' notice must:

(1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;

(4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and

(5) be accompanied by a copy of this chapter.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-16-7-5 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-5
Distribution in kind
Status: in_force

Sec. 5. (a) Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash.

(b) Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-4-1-31 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-31
Causes of dissolution
Status: in_force

Sec. 31. Dissolution is caused:

(1) Without violation of the agreement between the partners:

(a) By the termination of the definite term or particular undertaking specified in the agreement.

(b) By the express will of any partner when no definite term or particular undertaking is specified.

(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.

(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.

(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.

(4) By the death of any partner.

(5) By the bankruptcy of any partner or the partnership.

(6) By decree of court under section 32 of this chapter.

Formerly: Acts 1949, c.114, s.31. As amended by P.L.34-1987, SEC.299.
Ind. Code § 23-1.5-2-2 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-2
Performance of administrative functions by bureaus
Status: in_force

Sec. 2. All administrative functions, duties, and responsibilities assigned by this article to any licensing authority shall be performed by the appropriate bureau.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1-43-14 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-14
"Share" defined
Status: in_force

Sec. 14. As used in this chapter, "share" means:

(1) any share or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and

(2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-18.1-2-5 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-5
"Master limited liability company"
Status: in_force

Sec. 5. "Master limited liability company" means a limited liability company that is formed under this article whose articles of organization authorize the designation of one (1) or more series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-18-1-1 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-1
Citation of article
Status: in_force

Sec. 1. This article may be cited as the "Indiana business flexibility act".

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-4-1-11 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-11
Partnership bound by admission of partner
Status: in_force

Sec. 11. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.

Formerly: Acts 1949, c.114, s.11. As amended by P.L.34-1987, SEC.294.
Ind. Code § 23-14-44-2 — Indiana Code / Title 23 / Article 14 / Chapter 44 / Section 23-14-44-2
Injunctions
Status: in_force

Sec. 2. Upon the complaint of any person, a permanent injunction shall be issued to prevent any other person from locating or constructing a railroad, street, road, alley, pipeline, pole line, or other public thoroughfare or utility on any ground that is:

(1) held, used, or occupied as a cemetery; or

(2) held for cemetery purposes.

As added by P.L.52-1997, SEC.18.
Ind. Code § 23-16-11-2 — Indiana Code / Title 23 / Article 16 / Chapter 11 / Section 23-16-11-2
Proper plaintiff
Status: in_force

Sec. 2. In a derivative action under this chapter, the plaintiff must be a partner at the time of bringing the action, and:

(1) the plaintiff must have been a partner at the time of the transaction of which the plaintiff complains in the action; or

(2) the status of the plaintiff as a partner must have devolved upon the plaintiff, by operation of law or under the terms of the partnership agreement, from a person who was a partner at the time of the transaction.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-7-5-1 — Indiana Code / Title 23 / Article 7 / Chapter 5 / Section 23-7-5-1
Right to accept men in homes for aged females
Status: in_force

Sec. 1. It shall be lawful for any incorporated voluntary association heretofore incorporated or hereafter to be incorporated under the laws of this state, for the purpose of establishing and maintaining a home for the care and support of aged females, who can not support themselves from their own means and by their own industry, to receive into such home and support and care for aged men of the same class also.

Formerly: Acts 1885, c.35, s.1.
Ind. Code § 23-17-21-2 — Indiana Code / Title 23 / Article 17 / Chapter 21 / Section 23-17-21-2
Exceptions to prohibition
Status: in_force

Sec. 2. (a) A mutual benefit corporation may purchase the corporation's memberships if, after the purchase is completed:

(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and

(2) the corporation's total assets would at least equal the sum of the corporation's total liabilities.

(b) Corporations may make distributions upon dissolution in conformity with IC 23-0.5-6, IC 23-17-22, or IC 23-17-24.

(c) A corporation may, in conformity with the purposes of the corporation, make distributions to and confer benefits on a member or an affiliate that is a governmental entity (as defined under IC 34-6-2.1-77) or a member or an affiliate that is another nonprofit domestic or foreign entity if, after any distribution is completed:

(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and

(2) the corporation's total assets would at least equal the corporation's total liabilities.

An affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with the corporation. Control includes the power to select the corporation's board of directors.

(d) Corporations may repay loans or advances in accordance with and to the extent authorized under IC 23-17-7-9.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1998, SEC.129; P.L.118-2017, SEC.91; P.L.186-2025, SEC.125.
Ind. Code § 23-19-6-8 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-8
Uniformity objective; cooperation with agencies; policies
Status: in_force

Sec. 8. (a) The commissioner shall, in its discretion, cooperate, coordinate, consult, and, subject to section 7 of this chapter, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, or a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.

(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this article, the commissioner shall, in its discretion, take into consideration in carrying out the public interest the following general policies:

(1) Maximizing effectiveness of regulation for the protection of investors.

(2) Maximizing uniformity in federal and state regulatory standards.

(3) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:

(1) establishing or employing one (1) or more designees as a central depository for registration and notice filings under this article and for records required or allowed to be maintained under this article;

(2) developing and maintaining uniform forms;

(3) conducting a joint examination or investigation;

(4) holding a joint administrative hearing;

(5) instituting and prosecuting a joint civil or administrative proceeding;

(6) sharing and exchanging personnel;

(7) coordinating registrations under IC 23-19-3 and IC 23-19-4-1 through IC 23-19-4-4 and exemptions under IC 23-19-2-3;

(8) sharing and exchanging records, subject to section 7 of this chapter;

(9) formulating rules, statements of policy, guidelines, forms, and interpretive opinions and releases;

(10) formulating common systems and procedures;

(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;

(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, considered necessary or appropriate to promote or achieve uniformity; and

(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

As added by P.L.27-2007, SEC.23. Amended by P.L.152-2020, SEC.10.
Ind. Code § 23-17-28-8 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-8
Prescribed notice requirements
Status: in_force

Sec. 8. 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 chapter or other provisions of this article, those requirements govern.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-2-12 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-12
Delivery of records
Status: in_force

Sec. 12. Except as otherwise provided by IC 23-0.5-4-11 or by law of Indiana other than this article, the secretary of state may deliver a record to a person by delivering it:

(1) in person to the person that submitted it for filing;

(2) to the address of the person's registered agent;

(3) to the principal office address of the person; or

(4) to another address the person provides to the secretary of state for delivery.

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

Sec. 2. Unless the limited liability company's articles of organization provide otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the following:

(1) Sue, be sued, complain, and defend in its name.

(2) Make and amend operating agreements, not inconsistent with its articles of organization or with the laws of this state, for managing the business and regulating the affairs of the limited liability company.

(3) Purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.

(4) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.

(5) Except as otherwise prohibited by this article:

(A) purchase, receive, subscribe for, or otherwise acquire;

(B) own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and

(C) deal in and with shares, interests, obligations, or other securities of;

any corporation, partnership, association, limited liability company, foreign limited liability company, or business trust.

(6) Make contracts and guarantees, incur liabilities, borrow money, and issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.

(7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.

(8) Be a promoter, a stockholder, a partner, a member, a manager, an associate, or an agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise.

(9) Conduct its business, locate offices, and exercise the powers granted by this article within or outside Indiana.

(10) Elect or appoint managers, agents, and employees, define their duties, fix their compensation, and lend them money and credit.

(11) Pay pensions and establish and administer pension plans, pension trusts, profit-sharing plans, welfare plans, qualified and nonqualified retirement plans, and benefit or incentive plans for any or all of its current or former managers, employees, and agents.

(12) Make donations for public welfare, charitable, scientific, or educational purposes.

(13) Transact any lawful business that will aid governmental policy.

(14) Indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement.

(15) To the extent authorized by the licensing authority (as defined in IC 23-1.5-1-9) provide professional services (as defined in IC 23-1.5-1-11).

(16) Make payments or donations or do any other act that furthers the business and affairs of the limited liability company.

(17) Adopt, either in the limited liability company's articles of organization or written operating agreement, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

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

(B) any action asserting a claim arising under:

(i) any provision of this article; or

(ii) the limited liability company's articles of organization or operating agreement; or

(C) any actions otherwise relating to the internal affairs of the limited liability company.

As added by P.L.8-1993, SEC.301. Amended by P.L.63-2014, SEC.28.
Ind. Code § 23-16-1-12 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-12
Partnership interest
Status: in_force

Sec. 12. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-0.5-6-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 6 / Section 23-0.5-6-4
Denial of application for reinstatement
Status: in_force

Sec. 4. (a) If the secretary of state denies a domestic filing entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.

(b) An entity may seek judicial review of denial of reinstatement in the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is located not later than thirty (30) days after service of the notice of denial.

(c) An entity appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the following:

(1) The secretary of state's certificate of administrative dissolution.

(2) The filing entity's application for reinstatement.

(3) The secretary of state's notice of denial.

(d) The court may do the following:

(1) Order the secretary of state to reinstate the entity.

(2) Take other action the court considers appropriate.

(e) The court's final decision may be appealed as in other civil proceedings.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.26.
Ind. Code § 23-10-2-16 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-16
Performance of trustees' duties by officers
Status: in_force

Sec. 16. The officers of any society, by whatever name such officers may be designated, elected in the manner prescribed by this chapter, or according to the rules of any such church, society, or order, may, whenever the laws or usages of the same require it, perform the duties of trustees, and, in their proper name and title, shall possess all the powers and be subject to the same liabilities as trustees; and the certificate of the election of such officers shall be recorded in the recorder's office of the proper county as in the case of trustees.

Formerly: Acts 1852, 1RS, c.101, s.16. As amended by P.L.34-1987, SEC.340.
Ind. Code § 23-14-40-3 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-3
Certain burial rights owned with right of survivorship
Status: in_force

Sec. 3. Any burial rights that are held in joint tenancy by two (2) or more persons who are not husband and wife are owned with the right of survivorship.

As added by P.L.52-1997, SEC.14.
Ind. Code § 23-0.5-6-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 6 / Section 23-0.5-6-3
Application for reinstatement; certificate of reinstatement
Status: in_force

Sec. 3. (a) Except as provided in subsection (b), a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply to the secretary of state for reinstatement not later than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain:

(1) the name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies IC 23-0.5-3-1;

(2) the street address of the principal office of the entity and the name and address of its registered agent;

(3) the effective date of the entity's administrative dissolution;

(4) that the grounds for dissolution did not exist or have been cured; and

(5) a certificate of clearance from the department of state revenue reciting that taxes owed by the entity have been paid.

(b) This subsection applies to a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter and that is applying to the secretary of state for reinstatement more than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain all requirements identified in subsection (a)(1) through (a)(5). An application for reinstatement submitted under this subsection must also include a statement by the entity describing the:

(1) reason the entity is requesting reinstatement; and

(2) intended future activities of the entity if reinstatement is approved.

(c) If the individual applying for reinstatement under subsection (a) or (b) is not listed as a governing person of the domestic filing entity, then the application must include a notarized affidavit stating that a governing person has given the individual permission to request reinstatement of the entity. The affidavit must be signed by:

(1) a governing person of the entity; or

(2) an attorney representing the entity.

(d) To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.

(e) If the secretary of state determines that an application under subsection (a) or (b) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (d) have been made, the secretary of state shall:

(1) cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that states the secretary of state's determination and the effective date of reinstatement; and

(2) file the certificate of reinstatement.

(f) When reinstatement under this section is effective, the following rules apply:

(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.

(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.25; P.L.96-2025, SEC.6.
Ind. Code § 23-1-32-3 — Indiana Code / Title 23 / Article 1 / Chapter 32 / Section 23-1-32-3
Discontinuance or settlement of proceeding
Status: in_force

Sec. 3. (a) A proceeding commenced under this chapter may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(b) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

As added by P.L.149-1986, SEC.16.
Ind. Code § 23-4-1-47 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-47
Repealed
Status: repealed

As added by P.L.230-1995, SEC.12. Amended by P.L.11-1996, SEC.22. Repealed by P.L.34-1997, SEC.27.
Ind. Code § 23-1.5-3-5 — Indiana Code / Title 23 / Article 1.5 / Chapter 3 / Section 23-1.5-3-5
Powers of administrator, executor, guardian, and others of estate of shareholder who holds all outstanding shares
Status: in_force

Sec. 5. This section applies to an administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation. Such a person may:

(1) exercise voting rights; and

(2) serve as a director and officer of the corporation;

for the purposes of amending the articles of incorporation as provided in IC 23-1.5-4-2 or dissolving the corporation.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1-30-1 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-1
Shareholders' list
Status: in_force

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. This section may not be construed to require a corporation to include electronic mail addresses or other electronic contact information on the list.

(b) The shareholders' list must be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-1-52-2(c), a shareholder, or the shareholder's agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.

(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication, the list must be open to examination by any shareholder at any time during the meeting on a reasonably accessible electronic network. Information required to access the list shall be provided with the notice of the meeting.

(d) If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney authorized in writing, to inspect the shareholders' list during the period specified in subsection (b) (or copy the list as permitted by subsection (b)), the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located, on application of the shareholder, may order the inspection or copying.

(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

(f) The use and distribution of any information acquired from inspection or copying the shareholders' list under the rights granted by this section are subject to IC 23-1-52-5.

As added by P.L.149-1986, SEC.14. Amended by P.L.119-2015, SEC.14.
Ind. Code § 23-2.5-6-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 6 / Section 23-2.5-6-3
License lapse or expiration; educational requirements for licensure
Status: in_force

Sec. 3. If a license issued under IC 23-2.5-4 lapses or expires for a period of at least five (5) years, the former licensee must complete the initial license educational requirements specified in section 1 of this chapter.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1-41-1 — Indiana Code / Title 23 / Article 1 / Chapter 41 / Section 23-1-41-1
Right to sell, lease, or otherwise dispose of corporate property; shareholder approval
Status: in_force

Sec. 1. The approval of the shareholders of a corporation is not required unless the articles of incorporation require the approval of the shareholders to:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of business;

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's property whether or not in the usual and regular course of business; or

(3) transfer any or all of the corporation's property to a corporation all the shares of which are owned by the corporation.

As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009, SEC.34.
Ind. Code § 23-1-44-18 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-18
Dissenters' estimate of fair value; demand for payment; waiver
Status: in_force

Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the dissenter's estimate (less any payment under section 15 of this chapter), or reject the corporation's offer under section 17 of this chapter and demand payment of the fair value of the dissenter's shares, if:

(1) the dissenter believes that the amount paid under section 15 of this chapter or offered under section 17 of this chapter is less than the fair value of the dissenter's shares;

(2) the corporation fails to make payment under section 15 of this chapter within sixty (60) days after the date set for demanding payment; or

(3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.

(b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within thirty (30) days after the corporation made or offered payment for the dissenter's shares.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-2.5-1-29 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-29
"Principal place of business"
Status: in_force

Sec. 29. "Principal place of business" means the loan broker office designated by a loan broker or an applicant for a loan broker license as the primary or main office. If a loan broker operates only one (1) loan broker office, the loan broker office is considered to be the principal place of business of the loan broker.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.6-2-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 2 / Section 23-0.6-2-1
Right to merge
Status: in_force

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

(1) one (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and

(2) two (2) or more foreign entities may merge into a domestic entity.

(b) Except as otherwise provided in this section, by complying with the provisions of this chapter applicable to foreign entities, a foreign entity may be a party to a merger under this chapter or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.

(c) A merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter.

(d) A merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-19 and not this chapter.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.34.
Ind. Code § 23-1-42-6 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-6
Acquiring person statement
Status: in_force

Sec. 6. Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:

(1) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.

(2) A statement that the acquiring person statement is given pursuant to this chapter.

(3) The number of shares of the issuing public corporation owned (directly or indirectly) by the acquiring person and each other member of the group.

(4) The range of voting power under which the control share acquisition falls or would, if consummated, fall.

(5) If the control share acquisition has not taken place:

(A) a description in reasonable detail of the terms of the proposed control share acquisition; and

(B) representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-1-30-9 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-9
Election of directors; cumulative voting
Status: in_force

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

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

(2) a shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate the shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-4-1-6 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-6
Partnership defined
Status: in_force

Sec. 6. (1) A partnership is an association of two (2) or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state a limited liability partnership.

(2) An association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to January 1, 1950; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with this chapter.

Formerly: Acts 1949, c.114, s.6. As amended by P.L.34-1987, SEC.291; P.L.230-1995, SEC.2.
Ind. Code § 23-2-2.7-3 — Indiana Code / Title 23 / Article 2 / Chapter 2.7 / Section 23-2-2.7-3
Termination or election not to renew franchise; notice
Status: in_force

Sec. 3. Unless otherwise provided in the agreement, any termination of a franchise or election not to renew a franchise must be made on at least ninety (90) day's notice.

As added by Acts 1976, P.L.116, SEC.1.
Ind. Code § 23-14-48.5-5 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-5
Duties of cemetery owner; payment
Status: in_force

Sec. 5. (a) The owner of a cemetery shall contribute the following to the fund:

(1) In the case of a cemetery for earth burials, an amount equal to one percent (1%) of the sale price of each burial plot sold or transferred.

(2) In the case of a community or public mausoleum or a community or public garden crypt, an amount equal to one percent (1%) of the sale price of each sale of entombment or inurnment rights.

(3) In the case of a community columbarium, an amount equal to two dollars ($2) per niche sold or transferred.

The owner shall remit the contributions required under this subsection to the board for deposit in the fund.

(b) In the case of a payment to a cemetery owner of part of the sale price for a burial plot, entombment or inurnment rights, or a niche, the cemetery owner shall pay to the fund an amount proportional to the amount required by subsection (a)(1) through (a)(3). In the case of a nonmonetary transfer in the sale of a burial plot, entombment or inurnment rights, or a niche, the cemetery owner shall pay to the fund the cash equivalent of the amount that would be required by subsection (a)(1) through (a)(3) if the sale were for cash. The payment by the cemetery owner under this section must be in cash and shall be remitted to the board:

(1) not later than March 1 of each year for payments received in the preceding calendar year; or

(2) not later than March 1 of each year for nonmonetary transfers in the preceding calendar year.

(c) Payments are required under this section only on the original sale or transfer and are not required for any subsequent resale or transfer of the same plot, rights, or niche.

As added by P.L.65-2007, SEC.3.
Ind. Code § 23-16-7-3 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-3
Withdrawal of limited partner
Status: in_force

Sec. 3. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. If the partnership agreement does not specify in writing:

(1) the time or the events upon the happening of which a limited partner may withdraw; or

(2) a definite time for the dissolution and winding up of the limited partnership;

a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at the general partner's address as set forth in the certificate of limited partnership filed in the office of the secretary of state.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-30-3 — Indiana Code / Title 23 / Article 17 / Chapter 30 / Section 23-17-30-3
Secretary of state; powers and duties
Status: in_force

Sec. 3. The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office by this article.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-33-6 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-6
"Burial right"
Status: in_force

Sec. 6. "Burial right" means a right of interment, entombment, or inurnment granted by the owner of a cemetery and unless otherwise stated in the deed, certificate, or license given by the owner of the cemetery, is an easement for the specific purpose of burial.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-69-9 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-9
Payment of expenses
Status: in_force

Sec. 9. All expenses incurred by the township trustee for administering this chapter shall be paid out of the township fund of the township.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-4-1-30 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-30
Partnership not terminated by dissolution
Status: in_force

Sec. 30. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Formerly: Acts 1949, c.114, s.30.
Ind. Code § 23-2.5-1-31 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-31
"Real estate brokerage activity"
Status: in_force

Sec. 31. "Real estate brokerage activity" means offering or providing real estate brokerage services to the public, including the following:

(1) Acting as a real estate broker for a buyer, seller, lessor, or lessee of real property.

(2) Bringing together parties interested in the sale, lease, or exchange of real property.

(3) Negotiating, on behalf of a party, any part of a contract concerning the sale, lease, or exchange of real property, other than in connection with obtaining or providing financing for the transaction.

(4) Engaging in an activity for which the person performing the activity is required to be licensed under IC 25-34.1 or the applicable laws of another state.

(5) Offering to engage in any activity, or to act in any capacity with respect to any activity, described in subdivisions (1) through (4).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-17-25.7-2 — Indiana Code / Title 23 / Article 17 / Chapter 25.7 / Section 23-17-25.7-2
Charitable organization beneficiary protections
Status: in_force

Sec. 2. If a charitable organization is designated as the beneficiary of an individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy, a financial institution or insurance company in control of the funds shall do the following:

(1) Transfer the funds directly to the charitable organization upon receipt of an affidavit submitted by the charitable organization that contains the following information:

(A) A statement by the charitable organization confirming that it is tax exempt under Section 501(c)(3) of the Internal Revenue Code.

(B) A copy of a corporate resolution authorizing the acceptance of the transferred funds.

(C) An Internal Revenue Service Form W-9 for identification.

(D) A copy of:

(i) the deceased's death certificate; or

(ii) other documentation that is authorized by the financial institution or insurance company to prove that the deceased has died.

(2) Shall not require:

(A) personal information, including the Social Security number, home address, and date of birth, of any employee, officer, or agent of the charitable organization; or

(B) the charitable organization to open an account or otherwise become a customer of the financial institution or insurance company;

as a condition of transferring the funds.

(3) If the financial institution or insurance company notifies the charitable organization of the fact that the charitable organization has been designated as the beneficiary of the deceased's individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy, the financial institution or insurance company must provide the name of the deceased to the charitable organization.

As added by P.L.220-2025, SEC.2.
Ind. Code § 23-17-22-4 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-4
Revocation; authorization; articles of revocation; contents; effect
Status: in_force

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitted revocation by action of the board of directors alone, allowing the board of directors to revoke the dissolution without action by the members or any other person.

(c) After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of the corporation's articles of dissolution, that set forth the following:

(1) The name of the corporation.

(2) The effective date of the dissolution that was revoked.

(3) The date that the revocation of dissolution was authorized.

(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect.

(5) If the corporation's board of directors revoked a dissolution authorized by the members or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone under that authorization.

(6) If member or third person action was required to revoke the dissolution, the information required by section 3(a)(5) and 3(a)(6) of this chapter.

(d) Revocation of dissolution is effective upon the effective date specified in the articles of revocation of dissolution.

(e) When a revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution. The corporation resumes carrying on the corporation's activities as if dissolution had never occurred.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-1-3 — Indiana Code / Title 23 / Article 19 / Chapter 1 / Section 23-19-1-3
Federal statutes
Status: in_force

Sec. 3. As used in this article:

(1) "Securities Act of 1933" (15 U.S.C. 77a et seq.);

(2) "Securities Exchange Act of 1934" (15 U.S.C. 78a et seq.);

(3) "Public Utility Holding Company Act of 1935" (15 U.S.C. 79 et seq.);

(4) "Investment Company Act of 1940" (15 U.S.C. 80a-1 et seq.);

(5) "Investment Advisers Act of 1940" (15 U.S.C. 80b-1 et seq.);

(6) "Employee Retirement Income Security Act of 1974" (29 U.S.C. 1001 et seq.);

(7) "National Housing Act" (12 U.S.C. 1701 et seq.);

(8) "Commodity Exchange Act" (7 U.S.C. 1 et seq.);

(9) "Internal Revenue Code" (26 U.S.C. 1 et seq.);

(10) "Securities Investor Protection Act of 1970" (15 U.S.C. 78aaa et seq.);

(11) "Securities Litigation Uniform Standards Act of 1998" (112 Stat. 3227);

(12) "Small Business Investment Act of 1958" (15 U.S.C. 661 et seq.); and

(13) "Electronic Signatures in Global and National Commerce Act" (15 U.S.C. 7001 et seq.);

mean those statutes, and the rules and regulations adopted under those statutes, as in effect on July 1, 2008.

As added by P.L.27-2007, SEC.23. Amended by P.L.3-2008, SEC.171; P.L.7-2015, SEC.48.
Ind. Code § 23-1-20-5 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-5
"Corporation; domestic corporation"
Status: in_force

Sec. 5. "Corporation" or "domestic corporation" means a corporation for profit that is not a foreign corporation, incorporated under or subject to the provisions of this article.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-0.5-9-10 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-10
Certificate of limited partnership; domestic limited partnership
Status: in_force

Sec. 10. The secretary of state shall collect the following fees for filing a certificate of limited partnership of a domestic limited partnership:

(1) Seventy-five dollars ($75) for an electronic filing.

(2) One hundred dollars ($100) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-9-7.5 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-7.5
Revocation of dissolution
Status: in_force

Sec. 7.5. (a) A limited liability company may revoke its dissolution within one hundred twenty (120) days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization for dissolution permitted revocation of the dissolution by action of the managers alone. If the authorization for dissolution permitted revocation of the dissolution by action of the managers alone, the managers may revoke the dissolution without member action.

(c) After the revocation of dissolution is authorized, the limited liability company may revoke the dissolution by delivering to the secretary of state for filing articles of dissolution and articles of revocation of dissolution. The articles of revocation of dissolution must set forth the following:

(1) The name of the limited liability company.

(2) The effective date of the revocation of dissolution.

(3) The date that the revocation of dissolution was authorized.

(4) If applicable, a statement that the limited liability company's members or managers revoked the dissolution.

(5) If the limited liability company's members or managers revoked a dissolution authorized by the members or managers, a statement that the authorization permitted revocation of the dissolution by action of the members or of the managers alone.

(d) Unless otherwise specified, a revocation of dissolution is effective when articles of revocation of dissolution are filed.

(e) A revocation of dissolution relates back to and takes effect as of the effective date of the dissolution. A limited liability company whose dissolution is revoked resumes carrying on business as if there had been no dissolution.

As added by P.L.130-2006, SEC.33. Amended by P.L.1-2007, SEC.164.
Ind. Code § 23-4-1-9 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-9
Partner as agent
Status: in_force

Sec. 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

(3) Unless authorized by the other partners or unless they have abandoned the business, one (1) or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,

(b) Dispose of the good will of the business,

(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership,

(d) Confess a judgment,

(e) Submit a partnership claim or liability to arbitration or reference.

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

Formerly: Acts 1949, c.114, s.9.
Ind. Code § 23-0.5-4-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-2
Street address
Status: in_force

Sec. 2. If a provision of this chapter other than section 9(a)(4) of this chapter requires that a record state an address, the record must state a street address in this state.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.5-1-4 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-4
"Attorney"
Status: in_force

Sec. 4. "Attorney" means an individual in good standing admitted to the practice of law in Indiana.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1-40-3 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-3
Shareholder approval of plan of merger or share exchange; procedure; abandonment of plan; amendment of plan of merger or share exchange
Status: in_force

Sec. 3. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger (except as provided in subsection (g)) or share exchange for approval by its shareholders.

(b) For a plan of merger or share exchange to be approved:

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

(2) the shareholders entitled to vote must approve the plan.

(c) The board of directors may condition its submission of the proposed merger or share exchange on any basis.

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or share exchange and must contain or be accompanied by a copy or summary of the plan.

(e) Unless this article, the articles of incorporation, or the board of directors (acting under subsection (c)) requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

(f) Separate voting by voting groups is required:

(1) on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under IC 23-1-38-4; or

(2) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(1) the articles of incorporation of the surviving corporation will not differ (except for amendments enumerated in IC 23-1-38-2) from its articles before the merger;

(2) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same proportionate number of shares relative to the number of shares held by all such shareholders (except for shares of the surviving corporation received solely as a result of the shareholder's proportionate shareholdings in the other corporations party to the merger), with identical designations, preferences, limitations, and relative rights, immediately after;

(3) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of voting shares (adjusted to reflect any forward or reverse share split that occurs under the plan of merger) of the surviving corporation outstanding immediately before the merger; and

(4) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of participating shares (adjusted to reflect any forward or reverse share split that occurs under the plan of merger) outstanding immediately before the merger.

(h) As used in subsection (g):

(1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.

(2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.

(i) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned (subject to any contractual rights), without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

(j) After a merger or share exchange is authorized, and at any time before the articles of merger or share exchange are filed, the planned merger or share exchange may be amended in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.16; P.L.3-2008, SEC.165; P.L.118-2017, SEC.16.
Ind. Code § 23-1-36-4 — Indiana Code / Title 23 / Article 1 / Chapter 36 / Section 23-1-36-4
Contract rights
Status: in_force

Sec. 4. (a) The election or appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

As added by P.L.149-1986, SEC.20.
Ind. Code § 23-17-12-13 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-13
Removal by court order
Status: in_force

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:

(1) The court finds that:

(A) the director engaged in:

(i) fraudulent or dishonest conduct; or

(ii) gross abuse of authority or discretion;

with respect to the corporation; or

(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.

(2) Removal is in the best interests of the corporation.

(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.

(c) If members commence a proceeding under subsection (a), the corporation shall be made a party defendant.

(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-15-12-5 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-5
Review of new filings and business name changes
Status: in_force

Sec. 5. (a) After December 31, 2017, if a new filing or an amendment changing the name of a business entity (including any registration as a foreign business entity) from an entity other than an entity described in section 1 of this chapter is received by the secretary of state and the business entity name set forth in the new filing or the amendment contains the term:

(1) "cooperative"; or

(2) "co-op";

or a derivative of a term listed in subdivisions (1) and (2), the secretary of state shall forward the filing or amendment to the department of agriculture to review the use of the term.

(b) The department of agriculture shall:

(1) review each document forwarded to the department under subsection (a) for compliance with section 3 of this chapter; and

(2) notify the secretary of state of the department's determination under section 4 of this chapter.

(c) The secretary of state may not file a document forwarded to the department of agriculture under subsection (a) until after the secretary of state receives notification under subsection (b)(2) that the document complies with section 3 of this chapter.

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-16-2-8 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-8
Business transactions of partner with partnership
Status: in_force

Sec. 8. (a) Except as provided in the partnership agreement, a partner may:

(1) lend money to;

(2) borrow money from;

(3) act as guarantor or surety for;

(4) provide collateral for the obligations of; and

(5) transact other business;

with the limited partnership.

(b) Except as provided in the partnership agreement, and subject to other applicable law, a partner has the same rights and obligations with respect to the limited partnership as a person who is not a partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-0.5-9-17 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-17
Articles of dissolution; domestic nonprofit corporation
Status: in_force

Sec. 17. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic nonprofit corporation:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-5-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-2
Foreign entity registration in Indiana; failure to register
Status: in_force

Sec. 2. (a) A foreign entity may not do business in Indiana until it registers with the secretary of state under this article. However, this requirement does not apply to foreign regulated entities.

(b) A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.

(c) The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana.

(d) A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering.

(e) Section 1(a) of this chapter applies to a foreign entity even if the foreign entity fails to register under this chapter.

(f) A foreign entity is liable for a civil penalty of not more than ten thousand dollars ($10,000) if it transacts business in Indiana without a certificate of authority. The attorney general may collect all penalties due under this subsection.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.13.
Ind. Code § 23-0.6-1.5-22 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-22
"Plan of domestication"
Status: in_force

Sec. 22. "Plan of domestication" means a plan under IC 23-0.6-5-2.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-0.5-2-6 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-6
Filing of documents by secretary of state; refusal to file; appeal
Status: in_force

Sec. 6. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing which satisfies this article. The duty of the secretary of state under this section is ministerial.

(b) When the secretary of state files an entity filing, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing an electronic copy of the filing with an acknowledgment of the date and time of filing.

(c) If the secretary of state refuses to file an entity filing, the secretary of state, not later than ten (10) business days after the filing is delivered, shall:

(1) return the entity filing or notify the person that submitted the filing of the refusal; and

(2) provide a brief explanation in a record of the reason for the refusal.

(d) If the secretary of state refuses to file an entity filing, the person that submitted the filing may petition the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is or will be located to compel its filing. The filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a proceeding.

(e) The secretary of state's filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) create presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.3.
Ind. Code § 23-17-12-14 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-14
Filling vacancies
Status: in_force

Sec. 14. (a) Unless the articles of incorporation or bylaws provide otherwise and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, one (1) of the following may occur:

(1) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, other organizational unit, or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.

(2) The board of directors may fill the vacancy.

(3) If the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.

(b) Unless articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(c) If a vacant office was held by a designated director, the vacancy must be filled as provided in articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw, the vacancy may not be filled by the board of directors.

(d) A vacancy that will occur at a specific later date because of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-31-1 — Indiana Code / Title 23 / Article 1 / Chapter 31 / Section 23-1-31-1
Voting trust
Status: reserved

Sec. 1. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (that may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after its effective date unless the voting or consenting rights granted by the trust are coupled with an interest in the shares to which the rights relate. However, if the agreement so provides, the irrevocable rights may from time to time be extended for additional periods of not more than ten (10) years each as to shares deposited under the agreement whose beneficial owners assent in writing to the extension. The rights are considered to be coupled with an interest in the shares if reserved or given:

(1) in connection with an option, authority, or contract to buy or sell the shares or part of the shares;

(2) in connection with the pledge of the shares or part of the shares to secure the performance or nonperformance of any act;

(3) in connection with the performance or nonperformance of any act, or an agreement therefor, by the corporation issuing the shares; or

(4) in connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.

(c) If an irrevocable voting trust is extended in accordance with subsection (b), the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.

As added by P.L.149-1986, SEC.15.
Ind. Code § 23-6-4-19 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-19
Period of existence; dissolution of corporation
Status: in_force

Sec. 19. (a) The period of existence of a credit corporation must be perpetual, subject to the right of the members and shareholders to dissolve the corporation under subsection (b).

(b) The members and shareholders of a credit corporation may dissolve the credit corporation. The members and shareholders shall vote on a proposal to dissolve the credit corporation in the manner prescribed by section 15 of this chapter. However, the affirmative vote of at least two-thirds (2/3) of the votes to which each class is entitled is required to dissolve the credit corporation.

(c) Upon dissolution of a credit corporation, none of the credit corporation's assets may be distributed to the shareholders until all sums due the members and creditors of the credit corporation have been paid in full.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-69-5 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-5
Purchase of land
Status: in_force

Sec. 5. (a) If:

(1) no land suitable for a public cemetery is donated to a township; and

(2) the township legislative body adopts a resolution approving the purchase;

the township executive may purchase land for the purpose of establishing a public cemetery.

(b) When land is purchased and conveyed to the township under subsection (a), the land must be set apart, kept in repair, and used as provided in section 6 of this chapter.

As added by P.L.52-1997, SEC.43. Amended by P.L.10-2019, SEC.105.
Ind. Code § 23-0.6-2-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 2 / Section 23-0.6-2-3
Approval of plan of merger
Status: in_force

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

(1) by a domestic merging entity:

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

(B) by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger; and

(2) in a record, by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

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

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

(b) A merger under this chapter involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-1-43-3 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-3
"Associate" defined
Status: in_force

Sec. 3. As used in this chapter, "associate", when used to indicate a relationship with any person, means:

(1) any corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting shares;

(2) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

(3) any relative or spouse of the person, or any relative of the spouse, who has the same home as the person.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-10-2-15 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-15
Applicability of chapter to prior acquisitions
Status: in_force

Sec. 15. The provisions of this chapter shall extend to every society, educational or religious, which, previous to May 6, 1853, had acquired land for the purpose of erecting a house of worship, or other appropriate building, not exceeding five (5) acres, upon condition that the consent of two-thirds (2/3) of the persons interested in the land is first obtained, the trustees are elected and certified, and other proceedings had as directed in this chapter for the election of trustees.

Formerly: Acts 1852, 1RS, c.101, s.15. As amended by P.L.34-1987, SEC.339; P.L.1-1991, SEC.161.
Ind. Code § 23-19-3-4 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-4
Registration by qualification; registration statement; required information; prospectus
Status: in_force

Sec. 4. (a) A security may be registered by qualification under this section.

(b) A registration statement under this section must contain the information or records specified in section 5 of this chapter, a consent to service of process complying with IC 23-19-6-11, and, if required by rule adopted under this article, the following information or records:

(1) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged.

(2) With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five (5) years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three (3) years or proposed to be effected.

(3) With respect to persons covered by subdivision (2), the aggregate sum of the remuneration paid to those persons during the previous twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer.

(4) With respect to a person owning of record or owning beneficially, if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer, the information specified in subdivision (2) other than the person's occupation.

(5) With respect to a promoter, if the issuer was organized within the previous three (3) years, the information or records specified in subdivision (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment.

(6) With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three (3) years or proposed to be effected; and a statement of the reasons for making the offering.

(7) The capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two (2) years or is obligated to issue its securities.

(8) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter.

(9) The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition.

(10) A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in subdivision (2), (4), (5), (6), or (8) and by any person that holds or will hold ten percent (10%) or more in the aggregate of those options.

(11) The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two (2) years, and a copy of the contract.

(12) A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities.

(13) A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with IC 23-19-2-2(17)(B).

(14) A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered.

(15) A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer.

(16) A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record that is public, which is used in connection with the registration statement.

(17) A balance sheet of the issuer as of a date within four (4) months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant. If the maximum aggregate offering price at which the securities registered under this section are to be offered in Indiana is in excess of one million dollars ($1,000,000), the balance sheet, statement of income, statement of cash flows, and any other financial statement required under this subdivision must be prepared using U.S. generally accepted accounting principles and must be audited by an independent certified public accountant under U.S. generally accepted auditing standards or standards of the Public Company Accounting Oversight Board.

(18) Any additional information or records required by rule adopted or order issued under this article.

(c) A registration statement under this section becomes effective thirty (30) days, or any shorter period provided by rule adopted or order issued under this article, after the date the registration statement or the last amendment other than a price amendment is filed, if:

(1) a stop order is not in effect and a proceeding is not pending under section 6 of this chapter;

(2) the commissioner has not issued an order under section 6 of this chapter delaying effectiveness; and

(3) the applicant or registrant has not requested that effectiveness be delayed.

(d) The commissioner may delay effectiveness once for not more than ninety (90) days if the commissioner determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The commissioner may also delay effectiveness for a further period of not more than thirty (30) days if the commissioner determines that the delay is necessary or appropriate.

(e) A rule adopted or order issued under this article may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently with the earliest of:

(1) the first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

(2) the confirmation of a sale made by or for the account of the person;

(3) payment under such a sale; or

(4) delivery of the security under such a sale.

As added by P.L.27-2007, SEC.23. Amended by P.L.146-2013, SEC.1.
Ind. Code § 23-1-30-6 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-6
Voting group; quorum
Status: in_force

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this article require a greater number of affirmative votes.

(d) The election of directors is governed by section 9 of this chapter.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-14-73-1 — Indiana Code / Title 23 / Article 14 / Chapter 73 / Section 23-14-73-1
"Member of the armed forces"
Status: in_force

Sec. 1. As used in this chapter, "member of the armed forces" means an individual who served on active duty in the:

(1) United States Army;

(2) United States Navy;

(3) United States Air Force;

(4) United States Marine Corps;

(5) United States Space Force; or

(6) United States Coast Guard.

As added by P.L.52-1997, SEC.47. Amended by P.L.238-2025, SEC.72.
Ind. Code § 23-1-47-3 — Indiana Code / Title 23 / Article 1 / Chapter 47 / Section 23-1-47-3
Receivers and custodians
Status: in_force

Sec. 3. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in Indiana) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) the receiver:

(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) may sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and

(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.

As added by P.L.149-1986, SEC.31.
Ind. Code § 23-19-4.1-2 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-2
Repealed
Status: repealed

As added by P.L.39-2016, SEC.1. Repealed by P.L.158-2017, SEC.6.
Ind. Code § 23-7-8-4 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-4
Registration fees; disposition; update to registration
Status: in_force

Sec. 4. (a) A professional fundraiser consultant or professional solicitor who applies for registration shall pay a fee of one thousand dollars ($1,000). A partnership, limited liability company, corporation, or other entity that intends to act as a professional fundraiser consultant, or professional solicitor, may register for and pay a single registration fee of one thousand dollars ($1,000) on behalf of its members, officers, agents, and employees.

(b) The fees collected shall be used, in addition to funds appropriated by the general assembly, for the administration of this chapter.

(c) Before July 2 of each year, a professional fundraiser consultant or professional solicitor registered under this chapter must file an update to the registration. A renewal fee of fifty dollars ($50) must accompany this update.

As added by P.L.245-1983, SEC.1. Amended by P.L.24-1989, SEC.4; P.L.8-1993, SEC.320; P.L.48-1998, SEC.2.
Ind. Code § 23-19-7-9 — Indiana Code / Title 23 / Article 19 / Chapter 7 / Section 23-19-7-9
Circumstances when award prohibited
Status: in_force

Sec. 9. The commissioner may not provide an award to an informant under this chapter if the informant:

(1) is convicted of a crime in connection with the judicial or administrative proceeding for which the informant provided the original information;

(2) acquired the original information in performing an examination of financial statements required under securities laws or regulations, if the informant's subsequent disclosure of the information acquired constitutes a violation of 15 U.S.C. 78j-1;

(3) fails to provide the original information to the division in the manner prescribed by section 7(a)(1) of this chapter and in accordance with any other requirements prescribed by the commissioner;

(4) knowingly or recklessly makes a false, fictitious, or fraudulent statement or a misrepresentation as part of, or in connection with:

(A) the original information provided; or

(B) the judicial or administrative proceeding for which the original information was provided;

(5) uses, relies on, or provides a false writing or document knowing that, or with reckless disregard as to whether, the writing or document contains false, fictitious, or fraudulent information;

(6) knows that, or has a reckless disregard as to whether, the original information provided is false, fictitious, or fraudulent; or

(7) has a legal duty to provide the original information to the division.

As added by P.L.85-2012, SEC.6.
Ind. Code § 23-1.5-3-1 — Indiana Code / Title 23 / Article 1.5 / Chapter 3 / Section 23-1.5-3-1
Shares; issuance; transfer
Status: in_force

Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:

(1) individuals who are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;

(2) general partnerships in which all the partners are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;

(3) professional corporations authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation; and

(4) the trustee of a qualified trust.

(b) When determined necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares, but no such rule may, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person. All shares issued in violation of:

(1) this section; or

(2) any rule adopted by a licensing authority as provided by this section;

are void.

(c) Except as provided in IC 25-2.1-5, a shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional corporations, and trustees of qualified trusts qualified under this article to own shares issued directly to them by the professional corporation. A transfer of shares in violation of this subsection is void; however, this subsection does not apply to the transactions described in section 3 of this chapter.

(d) Each certificate representing shares of a professional corporation must state conspicuously upon its face that the shares represented by that certificate are subject to:

(1) restrictions on transfer imposed by this article; and

(2) such restrictions on transfer as may be imposed by the licensing authority under this article.

(e) This section does not permit or authorize an individual to practice within Indiana any profession with respect to which a license or registration is required by the state without the individual being licensed or registered under the laws of the state.

As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.5; P.L.128-2001, SEC.2.
Ind. Code § 23-19-4-5 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-5
Federal covered investment adviser requirements; exemptions; filing
Status: in_force

Sec. 5. (a) Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).

(b) The following federal covered investment advisers are not required to comply with subsection (c):

(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:

(A) federal covered investment advisers, investment advisers registered under this article, and broker-dealers registered under this article;

(B) institutional investors;

(C) bona fide preexisting clients whose principal places of residence are not in this state; or

(D) other clients specified by rule adopted or order issued under this article.

(2) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subdivision (1).

(3) Any other person excluded by rule adopted or order issued under this article.

(c) A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with IC 23-19-6-11, and such records as have been filed with the Securities and Exchange Commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this article and pay the fees specified in section 10(e) of this chapter.

(d) The notice under subsection (c) becomes effective upon its filing.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-14-65-12 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-12
Board of cemetery regents; members; vacancy; quorum; removal
Status: in_force

Sec. 12. (a) A board appointed under section 11 of this chapter is known as "The Board of Cemetery Regents of the City (Town) of ____________, Indiana".

(b) The officers of a board of cemetery regents consist of:

(1) a president;

(2) a vice president; and

(3) a secretary;

who shall be elected by the board members at the first meeting of the board and in each subsequent year.

(c) A vacancy on a board of cemetery regents shall be filled by appointment by the executive of the city or town. The person appointed serves until the expiration of the term of the member whom the appointee is appointed to replace.

(d) Each member of a board of cemetery regents:

(1) must take and subscribe to the usual oath of office before beginning the duties of office; and

(2) shall be issued a certificate of appointment, upon which the member's oath of office must be endorsed.

(e) A new member of a board of cemetery regents shall file the certificate of appointment with the clerk or clerk-treasurer of the municipality within thirty (30) days after the beginning of the new member's term. If an individual who is appointed to a board of cemetery regents violates this subsection, the individual is considered to have declined the appointment and, the office to which the individual was appointed is vacant.

(f) A majority of the members of a board of cemetery regents constitutes a quorum. An action of the board is binding only if:

(1) it is authorized by a vote taken at a regular or special meeting of the board; and

(2) a majority of all the members of the board vote in favor of the action.

(g) If there is a tie vote or equal division among the members of the board upon any motion, resolution, or action, the executive of the municipality is entitled to vote on the matter under consideration.

(h) The executive of a municipality may, at any time, remove a member of the board from office upon filing the reasons for the removal in writing with the clerk or clerk-treasurer of the municipality.

(i) The legislative body of the municipality may authorize compensation for actual expenses incurred by members of the cemetery board in performance of their official duties, including any additional compensation that the legislative body determines.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-2-2.5-34 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-34
Violations; orders and notices; hearing; costs; civil penalties; enforcement action
Status: in_force

Sec. 34. (a) If it appears to the commissioner that:

(1) the offer of any franchise is subject to registration under this chapter and it is being, or it has been, offered for sale without such offer first being registered; or

(2) a person has engaged in or is about to engage in an act, a practice, or a course of business constituting a violation of this chapter or a rule or an order under this chapter;

the commissioner may investigate and may issue, with or without a prior hearing, orders and notices as the commissioner determines to be in the public interest, including cease and desist orders, orders to show cause, and notices. After notice and an opportunity for hearing, the commissioner may enter an order of rescission, restitution, or disgorgement, including interest at the rate of eight percent (8%) per year, directed to a person who has violated this chapter or a rule or order under this chapter. In addition to all other remedies, the commissioner may bring an action in the name of and on behalf of the state against any person participating in or about to participate in a violation of this chapter, to enjoin the person from continuing or doing an act furthering a violation of this chapter and may obtain the appointment of a receiver or conservator. Upon a proper showing by the commissioner, the court shall enter an order of the commissioner directing rescission, restitution, or disgorgement against a person who has violated this chapter or a rule or order under this chapter.

(b) Upon the issuance of an order or a notice by the commissioner under subsection (a), the commissioner shall promptly notify the respondent of the following:

(1) That the order or notice has been issued.

(2) The reasons the order or notice has been issued.

(3) That upon the receipt of a written request the matter will be set for a hearing to commence not later than forty-five (45) business days after the commissioner receives the request, unless the respondent consents to a later date.

If the respondent does not request a hearing and the commissioner does not order a hearing, the order or notice will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after giving notice of the hearing, may modify or vacate the order or extend it until final determination.

(c) In a final order, the commissioner may charge the costs of an investigation or a proceeding conducted in connection with a violation of:

(1) this chapter; or

(2) a rule or an order adopted or issued under this chapter;

to be paid as directed by the commissioner in the order.

(d) In a proceeding in a circuit or superior court under this section, the commissioner is entitled to recover all costs and expenses of investigation to which the commissioner would be entitled in an administrative proceeding, and the court shall include the costs in its final judgment.

(e) If the commissioner determines, after notice and opportunity for a hearing, that a person has violated this chapter, the commissioner may, in addition to or instead of all other remedies, impose a civil penalty upon the person in an amount not to exceed ten thousand dollars ($10,000) for each violation. An appeal from the decision of the commissioner imposing a civil penalty under this subsection may be taken by an aggrieved party under section 44 of this chapter.

(f) The commissioner may bring an action in the circuit or superior court of Marion County to enforce payment of any penalty imposed under subsection (e).

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

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.230-2007, SEC.5; P.L.1-2009, SEC.129.
Ind. Code § 23-14-31-45 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-45
Disposition of cremated remains where no instructions exist
Status: in_force

Sec. 45. (a) After completion of the cremation process, if a crematory authority existing on cemetery property has not been instructed to arrange for the interment, entombment, inurnment, or scattering of the cremated remains, the crematory authority shall deliver the cremated remains to the funeral director of record not later than thirty (30) days after the date of cremation. After delivery of the cremated remains, the crematory authority is discharged from any legal obligation or liability concerning the disposition of the cremated remains.

(b) A funeral director may hold remains returned by a crematory authority for not longer than sixty (60) days from the date of cremation and may dispose of the remains as previously arranged, or if no arrangement has been made, at the end of sixty (60) days, in any legal manner.

(c) A funeral director and crematory authority shall observe religious practices or preferences specified by the authorizing agent.

As added by P.L.231-1995, SEC.2. Amended by P.L.112-2014, SEC.3.
Ind. Code § 23-1-33-2 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-2
Qualifications
Status: in_force

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-14-48-1.5 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-1.5
"Immediate maintenance needs"
Status: in_force

Sec. 1.5. As used in this chapter, the "immediate maintenance needs" of a cemetery means the need to perform one (1) or more of the perpetual care activities set forth in IC 23-14-33-30(a)(1) through IC 23-14-33-30(a)(6) and IC 23-14-33-30(b)(1) through IC 23-14-33-30(b)(4) in the present rather than at a future time.

As added by P.L.14-2018, SEC.2.
Ind. Code § 23-14-37-3 — Indiana Code / Title 23 / Article 14 / Chapter 37 / Section 23-14-37-3
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.11.
Ind. Code § 23-1.5-4-5 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-5
Articles of acceptance; approval by board of directors and members; presentation to secretary of state
Status: in_force

Sec. 5. (a) The board of directors or trustees of a corporation desiring to accept this article shall, by a resolution adopted by a majority vote of the board, approve articles of acceptance setting forth the following information:

(1) The name of the corporation.

(2) The location of its principal office and the name and address of its resident agent.

(3) The date of its incorporation.

(4) A designation of the law under which it was organized.

(5) A declaration that it accepts all of the terms and provisions of this article.

(6) A restatement of those provisions of its articles of incorporation or association that it desires to have continued in effect, as long as the provisions restated would have been authorized by this article as provisions of original articles of incorporation for a corporation organized under this article. Failure to restate such provisions in the articles of acceptance constitutes nonconformance to law, and the secretary of state shall refuse to file these articles of acceptance. Any provision not stated in its articles of acceptance is not effective after the articles are filed; however, this subdivision does not prevent any corporation from adopting and filing amended articles of acceptance that make the articles conform to this subdivision. Amended articles of acceptance shall be filed and recorded in the same manner as required for original articles of acceptance.

(b) The resolution of the board of directors approving the articles of acceptance must direct that the articles be submitted to a vote of those members of the corporation who are entitled to vote in respect to the articles, at a designated meeting, which may be an annual meeting of members or a special meeting of those members who are entitled to vote. If the designated meeting is an annual meeting, notice of the submission of the articles of acceptance shall be included in the notice of the annual meeting. If it is a special meeting, it shall be called by the resolution designating the meeting and notice shall be given at the time and in the manner provided in IC 23-17-10.

(c) The articles of acceptance approved by the board of directors shall be submitted to a vote of the members as provided in subsection (b). To be adopted, they must receive the affirmative votes of two-thirds (2/3) of the members entitled to vote.

(d) Upon approval and adoption, the articles of acceptance:

(1) shall be signed in duplicate, in the form prescribed by the secretary of state, by any current officer of the corporation and verified and affirmed subject to penalties for perjury; and

(2) shall be presented in duplicate to the secretary of state at his office, accompanied by those fees prescribed by law.

As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991, SEC.27.
Ind. Code § 23-17-16-13 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-13
Indemnification of officers, employees, and agents
Status: in_force

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

(1) an officer of the corporation, whether or not a director, is entitled to:

(A) mandatory indemnification under section 9 of this chapter; and

(B) apply for court ordered indemnification under section 11 of this chapter in each case;

to the same extent as a director;

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

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

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-17-1-3 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-3
Official comments; publication; construction and application of article
Status: in_force

Sec. 3. Official comments may be published by the Indiana business law survey commission and, after publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in this article's construction and application.

As added by P.L.179-1991, SEC.1. Amended by P.L.130-2006, SEC.24.
Ind. Code § 23-17-4-3 — Indiana Code / Title 23 / Article 17 / Chapter 4 / Section 23-17-4-3
Emergency powers of board; procedures; effect
Status: in_force

Sec. 3. (a) In anticipation of or during an emergency under subsection (d), the board of directors of a corporation may do the following:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board of directors must be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-18.1-1-3 — Indiana Code / Title 23 / Article 18.1 / Chapter 1 / Section 23-18.1-1-3
Application of article
Status: in_force

Sec. 3. This article does not affect a statute or rule of law that is applicable to a limited liability company that is not a series limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-17-17-8 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-8
Restatement of articles of incorporation; amendment of articles included in restatement; approval
Status: in_force

Sec. 8. (a) A corporation's board of directors may restate the corporation's articles of incorporation with or without approval by members or another person.

(b) A restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or another person, the amendment must be adopted under section 5 of this chapter.

(c) If a restatement includes an amendment requiring approval by members, the board of directors must submit the restatement to the members for approval.

(d) If a board of directors seeks to have a restatement approved by the members at a membership meeting, the corporation shall notify each of the corporation's members of the proposed membership meeting in writing under IC 23-17-10-5. The notice must do the following:

(1) State that the purpose of the meeting is to consider the proposed restatement.

(2) Contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.

(e) If a board of directors seeks to have a restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.

(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under section 5 of this chapter.

(g) If a restatement includes an amendment requiring approval under section 1 of this chapter, the board of directors must submit the restatement for approval.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.123.
Ind. Code § 23-14-48-6 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-6
Increases in perpetual care fund
Status: in_force

Sec. 6. A perpetual care fund may be increased by adding to the fund surplus money or property that the cemetery receives by will, deed, gift, or otherwise.

As added by P.L.52-1997, SEC.22. Amended by P.L.33-2019, SEC.6.
Ind. Code § 23-14-31-5 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-5
"Burial transit permit" defined
Status: in_force

Sec. 5. As used in this chapter, "burial transit permit" means a permit for the transportation and disposition of a dead human body required under IC 16-37-3-10 or IC 16-37-3-12.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-5-1-3 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-3
Business trust created prior to chapter
Status: in_force

Sec. 3. A business trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of this chapter are complied with, except that nothing contained in this chapter shall be construed to limit, prohibit, or invalidate the existence, acts, or obligations to the state or to any person, of any business trust created or doing business in this state prior to August 12, 1963.

Formerly: Acts 1963, c.353, s.3. As amended by P.L.34-1987, SEC.325.
Ind. Code § 23-17-17-2 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-2
Termination, redemption, or cancellation of members or class of members of public benefit or mutual benefit corporation
Status: in_force

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article.

(b) Before adopting a resolution proposing an amendment under this section, the board of directors of a mutual benefit corporation must give notice of the general nature of the amendment to the members.

(c) After adopting a resolution proposing an amendment under this section, the notice to members proposing the amendment must include a statement of not more than five hundred (500) words opposing the proposed amendment if the statement is submitted by:

(1) five (5) members; or

(2) members having at least three percent (3%) of the voting power;

whichever is less, not later than twenty (20) days after the board of directors has voted to submit the amendment to the members for approval. In a public benefit corporation, the production and mailing costs shall be paid by the requesting members. In a mutual benefit corporation, the production and mailing costs shall be paid by the corporation.

(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class.

(e) IC 23-17-8-2 does not apply to an amendment under this section meeting the requirements of this article.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.119.
Ind. Code § 23-16-3-3.1 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-3.1
Repealed
Status: repealed

As added by P.L.119-2015, SEC.41. Repealed by P.L.149-2016, SEC.70.
Ind. Code § 23-14-51-5 — Indiana Code / Title 23 / Article 14 / Chapter 51 / Section 23-14-51-5
Violation of chapter; Class A misdemeanor
Status: in_force

Sec. 5. A person who knowingly violates this chapter commits a Class A misdemeanor.

As added by P.L.52-1997, SEC.25.
Ind. Code § 23-1.3-3-6 — Indiana Code / Title 23 / Article 1.3 / Chapter 3 / Section 23-1.3-3-6
Requirements for sale, lease, exchange, or other disposition of assets
Status: in_force

Sec. 6. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation 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 at least a minimum status vote.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2.5-3-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 3 / Section 23-2.5-3-3
Loan processing activities
Status: in_force

Sec. 3. An individual may not engage in loan processing activities unless the individual:

(1) is employed by a loan processing company; and

(2) has met the requirements described in IC 23-2.5-5-4.

As added by P.L.175-2019, SEC.2. Amended by P.L.205-2021, SEC.3.
Ind. Code § 23-2.5-9-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-2
Loan processing company records
Status: in_force

Sec. 2. (a) A loan processing company shall maintain records of all residential mortgage loan transactions conducted by the loan processing company as follows:

(1) The records required to be maintained under this section are the records pertaining to the part of each transaction the loan processing company conducts.

(2) The records must be maintained for at least two (2) years in the office of the loan processing company.

(3) The records must be readily identifiable or separate from the records of any other business conducted by the loan processing company.

(b) If the office in which records are maintained under this section is not located in Indiana, the records must be:

(1) made available to the securities division at a location that is:

(A) located in Indiana; and

(B) accessible to the securities division; or

(2) maintained electronically and made available to the securities division not later than ten (10) business days after a request by the securities division to inspect or examine the records.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-11-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-1
Permissive actions; denial of licensure application or renewal; suspension; revocation
Status: in_force

Sec. 1. The commissioner may deny an application for an initial or a renewal license under this article, and may suspend or revoke the license of a licensee, if the applicant, the licensee, or an ultimate equitable owner of a loan broker or an applicant for a loan broker license:

(1) has, within the most recent ten (10) years:

(A) been the subject of an adjudication or a determination by:

(i) a court with jurisdiction; or

(ii) an agency or administrator that regulates securities, commodities, banking, financial services, insurance, real estate, or the real estate appraisal industry;

in Indiana or any other jurisdiction; and

(B) been found, after notice and opportunity for hearing, to have violated the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal laws of the state or any other jurisdiction;

(2) except as provided in section 2(1) of this chapter with respect to the activities of a loan broker, has:

(A) been denied the right to do business in the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal industry; or

(B) had the person's authority to do business in the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal industry revoked or suspended;

by the state or another state, federal, or foreign governmental agency or self-regulatory organization;

(3) is insolvent;

(4) has violated this article;

(5) has knowingly filed with the commissioner a document or statement that:

(A) contains a false representation of a material fact;

(B) fails to state a material fact; or

(C) contains a representation that becomes false:

(i) after the filing; and

(ii) during the term of the license;

and does not notify the commissioner as required by IC 23-2.5-4-8;

(6) has been convicted, during the ten (10) years preceding the date of the application, renewal, or review, of a crime, other than a felony, involving fraud or deceit;

(7) if the person is a loan broker, has failed to reasonably supervise the person's mortgage loan originators, loan processors or underwriters, or employees to ensure compliance with this article;

(8) is on the most recent tax warrant list supplied to the commissioner by the department of state revenue;

(9) has engaged in dishonest or unethical practices, as determined by the commissioner; or

(10) has, after receiving a request from the securities division for additional documentation or information in connection with an application for an initial or renewal license, failed to properly respond to the request within thirty (30) days after the date on which the person receives the request.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.28.
Ind. Code § 23-2.5-1-23 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-23
"Mortgage loan originator license"
Status: in_force

Sec. 23. "Mortgage loan originator license" means a license issued by the commissioner authorizing an individual to act as a mortgage loan originator on behalf of a loan broker.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18-1-15 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-15
"Member"
Status: in_force

Sec. 15. "Member" means a person admitted to membership in a limited liability company under IC 23-18-6-1 and as to whom an event of dissociation has not occurred.

As added by P.L.8-1993, SEC.301.