Ind. Code § 23-1.5-2-6 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-6
Liability of corporation, shareholders, and persons rendering professional services
Status: in_force

Sec. 6. (a) An individual who renders professional services as an employee of a professional corporation is liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner.

(b) An individual who renders professional services as an employee of a professional corporation is liable for the conduct of other employees of the professional corporation under his direction or control to the same extent a sole practitioner would be so liable.

(c) A corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.

(d) Except as otherwise provided by statute or by rule of the licensing authority, the personal liability of a shareholder of a professional corporation is no greater in any respect than that of a shareholder of a corporation organized under IC 23-1.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-14-64-4 — Indiana Code / Title 23 / Article 14 / Chapter 64 / Section 23-14-64-4
Payment of administration expenses
Status: in_force

Sec. 4. All expenses incurred by the trustee in administering this chapter shall be paid out of the township fund of the township.

As added by P.L.52-1997, SEC.38.
Ind. Code § 23-4-1-45.3 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.3
Repealed
Status: repealed

As added by P.L.34-1997, SEC.11. Amended by P.L.277-2001, SEC.7; P.L.119-2015, SEC.25; P.L.170-2016, SEC.5. Repealed by P.L.118-2017, SEC.37.
Ind. Code § 23-17-2-26 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-26
"Secretary"
Status: in_force

Sec. 26. "Secretary" means the corporate officer to whom a board of directors has delegated responsibility under IC 23-17-14-1(b) for:

(1) custody of the minutes of the meetings of a board of directors and members; and

(2) authenticating the records;

of a corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-13-11-3 — Indiana Code / Title 23 / Article 13 / Chapter 11 / Section 23-13-11-3
Recording resolution causing change of name
Status: in_force

Sec. 3. It shall be the duty of such boards of trustees to cause a copy of the resolutions changing their name and consolidating their property, as above prescribed, to be recorded in the office of the clerk of the circuit court of the county in which such high school, academy, college or university may be located, and a duplicate thereof with the secretary of state.

Formerly: Acts 1855, c.89, s.3.
Ind. Code § 23-14-31-38 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-38
Destruction or cremation of casket or alternative container
Status: in_force

Sec. 38. The casket or the alternative container containing the human remains must be cremated with the human remains or destroyed unless the crematory authority has notified the authorizing agent to the contrary on the cremation authorization form and obtained the written consent of the authorizing agent.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-1.5-19 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-19
"Jurisdiction of formation"
Status: in_force

Sec. 19. "Jurisdiction of formation" means the jurisdiction whose law includes the law for formation of an entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2.5-1-32 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-32
"Redacted"
Status: in_force

Sec. 32. "Redacted", with respect to personal information, means that the personal information has been altered or truncated so that not more than the last four (4) digits of:

(1) a Social Security number;

(2) a driver's license number;

(3) a state identification number; or

(4) an account number;

are accessible as part of the personal information.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-4-3-6 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-6
Petition to appoint receiver; notice
Status: in_force

Sec. 6. Any person interested in the settlement of such partnership business may file a petition in the court having probate jurisdiction to have a receiver appointed to settle the same, and shall give the surviving partner or partners ten (10) days notice of the time and place of hearing such petition; and if, upon the hearing thereof, the judge of such court shall be convinced that such partnership business is not being properly settled, or that the assets of such firm are being wasted, he shall appoint a receiver to settle the same, as provided in this chapter.

Formerly: Acts 1877, c.86, s.6. As amended by P.L.34-1987, SEC.323.
Ind. Code § 23-14-59-3 — Indiana Code / Title 23 / Article 14 / Chapter 59 / Section 23-14-59-3
Errors caused by improper description
Status: in_force

Sec. 3. A cemetery owner or anyone acting on behalf of a cemetery owner is not liable in any action for any error made by placing an improper description, including an incorrect name or date, on:

(1) a marker;

(2) a monument;

(3) any type of memorial; or

(4) the container for cremated remains.

As added by P.L.52-1997, SEC.33.
Ind. Code § 23-1-26-2 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-2
Consideration
Status: reserved

Sec. 2. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(c) The corporation may issue shares for such consideration received or to be received as the board of directors determines to be adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may (but is not required to) place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may (but is not required to) credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.16.
Ind. Code § 23-2.5-6-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 6 / Section 23-2.5-6-5
Mortgage loan originator; written examination requirements
Status: in_force

Sec. 5. (a) The commissioner shall require an applicant for licensure as a mortgage loan originator under IC 23-2.5-4 to pass a written examination prepared and administered by the commissioner or an agent appointed by the commissioner and approved by the Nationwide Multistate Licensing System.

(b) The written examination required by this section must measure the applicant's knowledge and comprehension in appropriate subject areas, including the following:

(1) Ethics.

(2) Federal laws and regulations concerning the origination of residential mortgage loans.

(3) State laws and rules concerning the origination of residential mortgage loans.

(c) An individual who answers at least seventy-five percent (75%) of the questions on the written examination correctly is considered to have passed the examination.

(d) An individual who does not pass the written examination may retake the examination not more than two (2) additional times, with each subsequent attempt occurring at least thirty (30) days after the date on which the individual last sat for the examination.

(e) If an individual fails three (3) consecutive examinations, the individual must wait to retake the examination until at least six (6) months after the date on which the individual sat for the third examination.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.18.
Ind. Code § 23-17-16-9 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-9
Director wholly successful in defense of proceeding
Status: in_force

Sec. 9. Unless limited by articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-10-2-6 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-6
Succession of trustees
Status: in_force

Sec. 6. Such trustees shall severally hold their offices until their successors are duly chosen according to the rules of such society; and any society, by a majority vote, at a meeting of one-third (1/3) of the resident members thereof notice being given as aforesaid, may remove such trustees, and elect others in their stead.

Formerly: Acts 1852, 1RS, c.101, s.6.
Ind. Code § 23-18.1-3-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-2
Election of series limited liability company by existing limited liability company; amending articles of incorporation; unanimous consent
Status: in_force

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, a statement that the limited liability company is authorized to designate one (1) or more series.

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

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-2.5-1-11 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-11
"Immediate family"
Status: in_force

Sec. 11. "Immediate family", with respect to an individual, refers to:

(1) the individual's spouse who resides in the individual's household; and

(2) any dependent child of the individual.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.6-1.5-24 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-24
"Plan of merger"
Status: in_force

Sec. 24. "Plan of merger" means a plan under IC 23-0.6-2-2.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2-4-5 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-5
Annual disclosure statement; contents; fee
Status: in_force

Sec. 5. (a) Each year after the initial year in which a continuing care retirement community is registered under section 3 of this chapter, the provider shall file with the commissioner not later than four (4) months after the end of the provider's fiscal year, unless otherwise extended by the written consent of the commissioner under subsection (c), an annual disclosure statement which shall consist of the financial information set forth in section 4(11) of this chapter.

(b) The annual disclosure statement required to be filed with the commissioner under this section shall be accompanied by an annual filing fee of one hundred dollars ($100), which shall be paid to the commissioner not later than four (4) months after the end of the provider's fiscal year, regardless whether the commissioner issues an extension under subsection (c).

(c) The commissioner may, by issuing a written statement, extend the time in which a provider files its annual disclosure statement. However, an extension under this subsection shall not allow an annual disclosure statement to be filed later than twelve (12) months after the end of the provider's fiscal year. The commissioner may request information from a provider to determine whether an extension is necessary.

(d) A provider that receives an extension under subsection (c) and has not filed its annual disclosure statement during the period specified in subsection (a) shall inform all prospective residents, in a manner prescribed by the commissioner, that the provider has received an extension for filing its annual disclosure statement.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.2; P.L.153-2009, SEC.7; P.L.205-2021, SEC.2.
Ind. Code § 23-6-3-4 — Indiana Code / Title 23 / Article 6 / Chapter 3 / Section 23-6-3-4
Bylaws
Status: in_force

Sec. 4. (a) The governing body of the society may make such bylaws as it thinks proper for the government of the society and for carrying into effect the objects of the society not inconsistent with this chapter or with any resolution that is adopted at an annual meeting of the members of the society.

(b) The bylaws adopted by the governing body and a statement of the receipts and disbursements of the society shall be reported to the annual meetings of the society.

Formerly: Acts 1831, c.34, s.3; Acts 1978, P.L.152, SEC.3. As amended by Acts 1982, P.L.146, SEC.1.
Ind. Code § 23-14-51-4 — Indiana Code / Title 23 / Article 14 / Chapter 51 / Section 23-14-51-4
Fidelity bond
Status: in_force

Sec. 4. (a) This section applies to a cemetery if a perpetual care fund or other trust account of the cemetery is not held in trust for the cemetery by a corporate trustee.

(b) The treasurer of the cemetery or other person or persons having custody of the fund or account shall furnish to a cemetery to which this section applies a fidelity bond that is:

(1) issued by a corporate surety; and

(2) payable to the cemetery in a penal sum at least equal to one hundred twenty-five percent (125%) of the value of the principal of the trust estate at the beginning of each calendar year.

(c) The bond required by this section shall be deposited with the auditor of the county in which the cemetery is located. The auditor shall do the following:

(1) Examine the bond and ascertain that it complies with this chapter.

(2) Annually examine the sufficiency of the bond and report to the prosecuting attorney of the county any failure of the cemetery owner to comply with this chapter.

(d) For the services provided under subsection (c), the auditor shall receive from each cemetery owner five dollars ($5) per year. Money that the auditor receives under this subsection is the property of the office of the auditor.

As added by P.L.52-1997, SEC.25.
Ind. Code § 23-14-31-22 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-22
Operating crematories; registration application
Status: in_force

Sec. 22. (a) A person, a corporation, a limited liability company, a partnership, or any other business entity that is registered under this section may erect, maintain, and operate a crematory.

(b) To register to erect, maintain, or operate a crematory, an applicant must complete an application for registration as a crematory authority on a form furnished by the board that contains the following information:

(1) The name and address of the applicant as follows:

(A) If the applicant is an individual, the full name and address, including both residential and business addresses, of the applicant.

(B) If the applicant is a partnership, the full name and address of each partner.

(C) If the applicant is a limited liability company, the full name and address of each manager and member.

(D) If the applicant is a corporation, the name and address of each officer, director, and shareholder holding at least twenty-five percent (25%) of the corporation's stock.

(2) The address and location of the crematory.

(3) Any other information the board may reasonably require.

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

Sec. 1. This article may be cited as the Indiana Uniform Securities Act.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-16-2-4 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-4
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.119-2015, SEC.40. Repealed by P.L.118-2017, SEC.60.
Ind. Code § 23-1.3-2-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-2
Application of definitions
Status: in_force

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

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-0.6-1-7 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-7
Approval of transaction
Status: in_force

Sec. 7. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this article by the unanimous vote or consent of its interest holders satisfies the requirements of this article for approval of the transaction.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-6-4-10 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-10
Powers of corporations
Status: in_force

Sec. 10. In furtherance of its purposes and in addition to the powers conferred on corporations by IC 23-1, a credit corporation may:

(1) borrow money from any lending institution or from any agency established under the Small Business Investment Act of 1958 (Public Law 85-699, 72 Stat. 689), as amended, or under other federal or state statutes;

(2) do all things necessary or desirable to secure aid, assistance, loans, and other financing from its members (whether as member loans or otherwise);

(3) issue bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and secure any of those instruments by a mortgage, pledge, deed of trust, or other lien on any property, franchise, rights, or privileges of the credit corporation, without securing member or shareholder approval;

(4) lend money to, and guarantee, endorse, or act as surety on the bonds, notes, contracts, or other obligations of, or otherwise assist financially, any person, firm, corporation, limited liability company, or association;

(5) establish and regulate the terms and conditions of transactions entered into under subdivision (4) and the charges for interest and services connected with those transactions;

(6) acquire any interest in the goodwill, business rights, real and personal property, and other assets of any persons or corporations and assume, undertake, or pay the obligations, debts, and liabilities of that person or corporation;

(7) acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments;

(8) acquire, construct, reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments;

(9) acquire, subscribe for, own, sell, hold, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in or indebtedness of any person or corporation and, while the owner or holder of such a property interest, exercise all the rights, powers, and privileges of ownership, including the right to vote;

(10) acquire and dispose of an interest in any other type of real or personal property, including any real or personal property acquired by the corporation from time to time in the satisfaction of debts or as a result of the enforcement of obligations;

(11) mortgage, pledge, or otherwise encumber any property, right, or thing of value acquired by the credit corporation as security for the payment of any part of the purchase price for the acquired item;

(12) cooperate with and avail itself of the facilities of the United States Department of Commerce, the Indiana economic development corporation, and any other similar state or federal governmental agencies;

(13) cooperate with, assist, and otherwise encourage organizations in the various communities of Indiana in the promotion, assistance, and development of the business prosperity and economic well-being of those communities, Indiana, or any political subdivision of Indiana;

(14) make, amend, and repeal bylaws, not inconsistent with its articles of incorporation or with the laws of Indiana, for the administration and regulation of the affairs of the corporation, which bylaws may:

(A) establish internal governance procedures and standards, including procedures for voting by proxy at and for giving notice of meetings of directors and of members and shareholders, procedures and standards for the payment of dividends, and procedures for the delegation by the board of directors of its authority under the articles of incorporation and this chapter to one (1) or more committees of the board or to officers of the corporation; and

(B) give the board of directors or committees of the board the power to pass resolutions necessary or convenient to carrying out the purposes of the corporation; and

(15) do all acts and things necessary or convenient to carrying out the powers expressly granted in this chapter.

As added by P.L.236-1985, SEC.1. Amended by P.L.8-1993, SEC.318; P.L.4-2005, SEC.132.
Ind. Code § 23-17-3-5 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-5
Filing of articles; commencement of existence; proof of satisfaction of conditions precedent
Status: in_force

Sec. 5. (a) Unless a delayed effective date is specified, a corporate existence begins when articles of incorporation are filed.

(b) The filing of articles of incorporation by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-7-7 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-7
Limitations on distribution
Status: in_force

Sec. 7. A partner may not receive a distribution from a limited partnership to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, would exceed the fair value of the partnership assets.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-56-2 — Indiana Code / Title 23 / Article 14 / Chapter 56 / Section 23-14-56-2
Permanent preservation of record
Status: in_force

Sec. 2. The cemetery in which an interment, entombment, or inurnment takes place shall permanently preserve the record required by this chapter either:

(1) in the form of the original record; or

(2) in alternative form such as microfilm, microfiche, computer disk, or compact disk.

As added by P.L.52-1997, SEC.30.
Ind. Code § 23-14-42.5-2 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-2
"Burial plot"
Status: in_force

Sec. 2. As used in this chapter, "burial plot" means an individual grave space that is used or intended to be used for the interment of the remains of a deceased individual.

As added by P.L.176-2016, SEC.1.
Ind. Code § 23-2-4-18 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-18
Fund; exemption from certain fees and taxes
Status: in_force

Sec. 18. The fund is exempt from payment of all fees and taxes levied by Indiana or any of its political subdivisions.

As added by Acts 1982, P.L.145, SEC.1.
Ind. Code § 23-14-34-6 — Indiana Code / Title 23 / Article 14 / Chapter 34 / Section 23-14-34-6
Use of property after recording
Status: in_force

Sec. 6. Except as provided in section 7 of this chapter, the property described in a survey and plat recorded under this chapter shall be held, occupied, and used exclusively for cemetery purposes after the recording of the survey and plat.

As added by P.L.52-1997, SEC.8.
Ind. Code § 23-19-6-9 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-9
Appeals from orders; transcripts; trial de novo
Status: in_force

Sec. 9. (a) An appeal may be taken by:

(1) any issuer, investment adviser, or registered broker-dealer whose application for registration of an issue of securities may have been granted or denied, from any final order of the commissioner respecting that application or registration;

(2) any applicant for registration as a broker-dealer, investment adviser, or agent of any registered broker-dealer, investment advisor, or agent, from any final order of the commissioner affecting the application or registration as a broker-dealer, investment adviser, or agent;

(3) any person against whom a civil penalty has been imposed under section 3(b) or 4(d) of this chapter, from the final order of the commissioner imposing the civil penalty; or

(4) any person who is named a respondent, from any final order issued by the commissioner under section 2, 3, or 4 of this chapter;

to the circuit or superior court of Marion County or the county wherein the person taking the appeal resides or maintains a place of business.

(b) Within twenty (20) days after the entry of the order, the commissioner shall be served with:

(1) a written notice of the appeal stating the court to which the appeal will be taken and the grounds upon which a reversal of the final order is sought;

(2) a demand in writing for a certified transcript of the record and of all papers on file in the commissioner's office affecting or relating to the order; and

(3) a bond in the penal sum of five hundred dollars ($500) to the state of Indiana with sufficient surety to be approved by the commissioner, conditioned upon the faithful prosecution of the appeal to final judgment and the payment of all costs that shall be adjudged against the appellant.

(c) After the commissioner has been served with the items specified in subsection (b), the commissioner shall within ten (10) days make, certify, and deliver to the appellant the transcript, and the appellant shall within five (5) days file the same and a copy of the notice of appeal with the clerk of the court, which notice of appeal shall stand as appellant's complaint, and the commissioner may appear and file any motion or pleading and form the issue. The cause shall be entered on the trial calendar for trial de novo and given precedence over all matters pending in the court.

(d) The court shall receive and consider any pertinent evidence, whether oral or documentary, concerning the order of the commissioner from which the appeal is taken. If the order of the commissioner is reversed, the court shall in its mandate specifically direct the commissioner as to the commissioner's further action in the matter, including the making and entering of any order or orders in connection therewith and the conditions, limitations, or restrictions to be contained. The commissioner is not barred from revoking or altering the order for any proper cause that may thereafter accrue or be discovered. If the order is affirmed, the appellant is not barred after thirty (30) days from filing a new application if the application is not otherwise barred or limited. The appeal shall not in any way suspend the operation of the order appealed from during the pendency of the appeal unless upon proper order of the court. An appeal may be taken from the judgment of the court on any appeal on the same terms and conditions as an appeal is taken in civil actions.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-17-22-7 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-7
Claims against dissolved corporation; notice by publication; limitation of actions; enforcement
Status: in_force

Sec. 7. (a) A dissolved corporation may also publish notice of the corporation's dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.

(b) The notice must do the following:

(1) Be published one (1) time in a newspaper of general circulation in the county where:

(A) the dissolved corporation's principal office is or was last located; or

(B) if the principal office is not located in Indiana, the corporation's registered office is or was last located.

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

(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of the notice.

(c) If a dissolved corporation publishes a newspaper notice under subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation not later than two (2) years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under section 6 of this chapter.

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

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

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

(1) against the dissolved corporation to the extent of the corporation's undistributed assets; or

(2) if the assets have been distributed in liquidation, against a person, other than a creditor of the corporation, to whom the corporation distributed the corporation's property to the extent of the distributee's pro rata share of the claim or the corporation assets distributed to the person in liquidation, whichever is less. The distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-4-1-8 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-8
Partnership property
Status: in_force

Sec. 8. (1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.

(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.

Formerly: Acts 1949, c.114, s.8.
Ind. Code § 23-1-29-5 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-5
Notice of meetings
Status: in_force

Sec. 5. (a) A corporation shall, not less than ten (10) days and not more than sixty (60) days before the date of each annual or special shareholders' meeting, notify shareholders of all the following:

(1) The date, time, and place, if the meeting will be located at a place, of the annual or special shareholders' meeting.

(2) The means of remote communication, if any, by which shareholders may be considered present in person and vote at the meeting.

Unless this article or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b) Unless this article or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 7 of this chapter, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if any, if the:

(1) new date, time, or place; and

(2) means of remote communication, if any, by which shareholders may be considered to be present in person and vote at the adjourned meeting;

are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.

(f) A corporation may give notice of a shareholders' meeting under this section by mailing the notice, postage prepaid, through the United States Postal Service, using any class or form of mail, if:

(1) the shares to which the notice relates are of a class of securities that is registered under the Exchange Act (as defined in IC 23-1-43-9); and

(2) the notice and the related proxy or information statement required under the Exchange Act (as defined in IC 23-1-43-9) are available to the public, without cost or password, through the corporation's website not fewer than thirty (30) days before the shareholders' meeting.

As added by P.L.149-1986, SEC.13. Amended by P.L.178-2005, SEC.2; P.L.119-2015, SEC.12; P.L.23-2026, SEC.236.
Ind. Code § 23-2-2.5-43 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-43
Fees and funds; accounting; fees for registration and renewal
Status: in_force

Sec. 43. (a) All fees and funds of whatever character accruing from the administration of this chapter shall be:

(1) accounted for by the secretary of state;

(2) paid into the state treasury monthly; and

(3) placed in the same account of the state general fund as established by IC 23-19-6-1(f), from which all compensation and expenses shall be paid for the administration of this chapter.

(b) The fee for filing a form for registration by notification of the sale of franchises under section 10.5 of this chapter is five hundred dollars ($500).

(c) The fee for filing a registration renewal form under section 18 of this chapter is two hundred fifty dollars ($250).

(d) If a registration notification form or registration renewal form is denied or withdrawn, the commissioner shall retain the amount of the fee submitted under subsection (b) or (c), as applicable.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.4; P.L.168-2001, SEC.14; P.L.30-2002, SEC.2; P.L.27-2007, SEC.11; P.L.152-2020, SEC.5.
Ind. Code § 23-18.1-2-3 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-3
"Articles of designation"
Status: in_force

Sec. 3. "Articles of designation" means:

(1) the articles of designation described in IC 23-18.1-6-2; and

(2) any amended or restated articles of designation.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-20-1-14 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-14
Denial of assistance to victim participating in or profiting from securities violation
Status: in_force

Sec. 14. (a) Subject to subsection (b), the division may not award restitution assistance if the victim:

(1) sustained the monetary injury as a result of:

(A) participating or assisting in; or

(B) attempting to commit or committing;

a securities violation; or

(2) profited or would have profited from the securities violation.

(b) If the victim is a dependent child or dependent parent of the person who commits a securities violation, restitution assistance may be awarded if justice requires.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-1-30-8 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-8
Special voting requirements in articles of incorporation
Status: in_force

Sec. 8. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this article.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-14-43-1 — Indiana Code / Title 23 / Article 14 / Chapter 43 / Section 23-14-43-1
Improvements to approaches or roads
Status: in_force

Sec. 1. The officers, owners, or directors in charge of a public or private cemetery that is organized and incorporated under Indiana law may use any funds arising from:

(1) the sale of; or

(2) assessments upon;

lots in the cemetery to improve the approaches or roads to the cemetery.

As added by P.L.52-1997, SEC.17.
Ind. Code § 23-0.5-9-44 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-44
Preclearance of filing
Status: in_force

Sec. 44. The secretary of state shall collect a fee of ten dollars ($10) for a preclearance of a filing.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-3-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 3 / Section 23-0.5-3-4
Filing of certificate of assumed name; fees; notice of discontinuance of use; violation
Status: in_force

Sec. 4. (a) Except as otherwise provided in subsection (i), an individual or a general partnership, other than a limited liability partnership, conducting or transacting business in Indiana under a name, designation, or title other than the real name of the individual or general partnership conducting or transacting the business shall file for record, in the office of the recorder of each county in which a place of business or an office of the individual or general partnership is situated, a certificate stating the assumed name or names to be used and the full name and address of the individual or general partnership engaged in or transacting business.

(b) The recorder shall keep a record of the certificates filed under this section and shall keep an index of the certificates showing, in alphabetical order, the names of the persons and general partnerships having certificates on file in the recorder's office, and the assumed name or names that they intend to use in carrying on their businesses as shown by the certificates.

(c) Before the dissolution of any business for which a certificate is on file with the recorder, the person or general partnership to which the certificate appertains shall file a notice of dissolution for record in the recorder's office.

(d) The county recorder shall charge a fee in accordance with IC 36-2-7-10 for each certificate, notice of dissolution, and notice of discontinuance of use filed with the recorder's office and recorded under this chapter. The funds received shall be receipted as county funds the same as other money received by the recorders.

(e) Except as provided in subsection (i), a filing entity conducting business in Indiana under a name, designation, or title other than the name shown in its organic record shall file with the secretary of state a certificate stating the assumed name or names to be used and the full name and address of the entity's principal office in Indiana.

(f) A filing entity may not include an entity indicator, such as "Inc.", "Corp.", "LLC", "LP", or "LLP" or a similar description in an assumed business name filing, that is inconsistent with the entity type for which the assumed business name is being filed. However, if the entity filing the assumed business name has filed articles of conversion, domestication, or merger that change the entity type, the entity indicator in the assumed business name filing may be inconsistent with the entity type if the conversion, domestication, or merger occurred within the twelve (12) months before the date of the assumed business name filing.

(g) An individual, a general partnership, a corporation, a limited partnership, a limited liability company, or a limited liability partnership, foreign or domestic, that has filed a certificate of assumed business name or names under subsection (a) or (e) may file a notice of discontinuance of use of assumed business name or names with the secretary of state or with the recorder's office in which the certificate was filed or transferred. The secretary of state or the recorder shall keep a record of notices filed under this subsection.

(h) This subsection applies to a foreign or domestic corporation, limited partnership, limited liability company, or limited liability partnership that, before July 1, 2009:

(1) filed a certificate stating the assumed name or names to be used in carrying out the entity's business; and

(2) filed the certificate:

(A) with the secretary of state; and

(B) in the recorder's office.

The entity shall file a notice of dissolution or notice of discontinuance of use of the assumed business name or names with the secretary of state and with the recorder's office in which the certificate was filed or transferred.

(i) This section does not apply to:

(1) an individual doing business under a name, designation, or title that includes the true surname of the individual;

(2) a person other an individual doing business under a name, designation, or title that includes some or all of the true surnames of the individuals comprising the person; or

(3) a church, a lodge, or an association the business of which is conducted or transacted by trustees under a written instrument or declaration of trust that is recorded in the recorder's office of each county in which the business is conducted or transacted.

(j) A person, corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership, or foreign limited partnership that violates this section commits a Class B infraction.

(k) Compliance with the requirements of Acts 1941, c.192, before July 8, 1965, is considered compliant with this section.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-58.5-2 — Indiana Code / Title 23 / Article 14 / Chapter 58.5 / Section 23-14-58.5-2
Notice
Status: in_force

Sec. 2. (a) If the person or entity having jurisdiction over the cemetery:

(1) desires to terminate the rights and interests of the owner of the burial space; and

(2) determines that the conditions specified in section 1 of this chapter have been met;

the person or entity must send to the owner a notice of the intent to terminate the owner's rights to the burial space.

(b) The notice required under subsection (a) must be sent by certified mail with return receipt requested to the owner's last known address.

As added by P.L.113-2007, SEC.7.
Ind. Code § 23-2.5-8-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-5
Loan broker records
Status: in_force

Sec. 5. A loan broker shall maintain the following records, or the electronic equivalent of the following:

(1) A file for each borrower or prospective borrower that contains the following:

(A) The name and address of the borrower or prospective borrower.

(B) A copy of the signed loan broker agreement.

(C) A copy of any other paper or instrument used in connection with the loan broker agreement and signed by the borrower or prospective borrower.

(D) If a loan was obtained for the borrower, the name and address of the creditor.

(E) If a loan is accepted by the borrower, a copy of the loan agreement.

(F) The amount of the loan broker's fee paid by the borrower. If there is an unpaid balance, the status of any collection effort.

(2) All:

(A) receipts from or for the account of borrowers or prospective borrowers; and

(B) disbursements to or for the account of borrowers or prospective borrowers;

recorded so that the transactions are readily identifiable.

(3) A:

(A) general ledger, posted at least monthly; and

(B) trial balance sheet and profit and loss statement, prepared within thirty (30) days of the date on which the commissioner requests the information.

(4) A sample of:

(A) all advertisements, pamphlets, circulars, letters, articles, Internet publications, or communications published:

(i) in a newspaper, magazine, or periodical; or

(ii) by other means of distribution;

(B) scripts of any recording, radio, or video announcement;

(C) any sales kits or literature; and

(D) any Internet communication distributed to at least ten (10) persons;

used in the solicitation of borrowers.

(5) A report that:

(A) lists all residential mortgage loans originated by the loan broker, including pending loans and loans that were not closed;

(B) is searchable by, or organized according to, the borrower's or prospective borrower's last name; and

(C) includes the following information for each residential mortgage loan listed:

(i) The name and address of the borrower or prospective borrower.

(ii) The name of the creditor.

(iii) The name of the mortgage loan originator.

(iv) The loan amount.

(v) The status of the loan, including the date of closing or denial by the creditor.

(vi) The interest rate for the loan.

The report required by this subdivision may be prepared or produced by or through the loan broker's loan origination software or other software used by the loan broker.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-31-9 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-9
"Cremation chamber" defined
Status: in_force

Sec. 9. As used in this chapter, "cremation chamber" means the enclosed space where the cremation takes place.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-6-3-5 — Indiana Code / Title 23 / Article 6 / Chapter 3 / Section 23-6-3-5
Delivery of laws and journals to society; delivery of books and other articles
Status: in_force

Sec. 5. (a) The legislative services agency shall deliver to the society one (1) copy of the laws of this state and one (1) copy of the journals of the senate and house of representatives, which are published each year.

(b) The secretary of state shall deliver to the society all books and other articles that have been or may be transmitted to his office for the use of the society.

Formerly: Acts 1831, c.34, s.4; Acts 1978, P.L.152, SEC.4. As added by Acts 1982, P.L.146, SEC.1.
Ind. Code § 23-1.3-3-5 — Indiana Code / Title 23 / Article 1.3 / Chapter 3 / Section 23-1.3-3-5
Plan of merger, consolidation, conversion, or share affecting status; minimum status vote
Status: in_force

Sec. 5. (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 a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan must be adopted by at least a minimum status vote in order to be effective.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-0.5-9-52 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-52
Articles of abandonment of domestication
Status: in_force

Sec. 52. The secretary of state shall collect the following fees for filing articles of abandonment 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.
Ind. Code § 23-2.5-1-34 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-34
"Residential mortgage loan"
Status: in_force

Sec. 34. "Residential mortgage loan" means a loan:

(1) that is or will be used primarily for personal, family, or household purposes; and

(2) that is secured by a mortgage (or another equivalent consensual security interest) on:

(A) a dwelling (as defined in Section 103(w) of the federal Truth in Lending Act (15 U.S.C. 1602(w)); or

(B) residential real estate.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-17-22-6 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-6
Claims against dissolved corporation; notice to claimants; limitation of actions
Status: in_force

Sec. 6. (a) A dissolved corporation may dispose of the known claims against the corporation by following the procedure described in this section.

(b) The dissolved corporation shall notify the corporation's known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do the following:

(1) Specify the amount that the dissolved corporation believes will satisfy the claim.

(2) Inform the creditor that the creditor has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim.

(3) Provide a mailing address where a dispute of the amount of the claim may be sent.

(4) State the deadline, which may not be less than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim.

(5) State that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline.

(c) If the amount of a claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not later than ninety (90) days after the effective date of the dissolved corporation's rejection notice.

(d) The amount of the claim is fixed if:

(1) the claimant does not notify the dissolved corporation by the deadline; or

(2) the claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding not later than ninety (90) days from the effective date of the rejection notice.

(e) Regardless of a dispute in the amount of a claim, the dissolved corporation must tender to the claimant the amount of the claim set forth by the dissolved corporation in the notice of claim not later than thirty (30) days after the earlier of the following dates:

(1) The date that the claim becomes fixed.

(2) The date that the claimant commences the proceeding to enforce the claim.

(f) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-6-7 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-7
Public records; inspection and copying; confidential records
Status: in_force

Sec. 7. (a) Except as otherwise provided in subsection (b), records obtained by the commissioner or filed under this article, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for inspection and copying.

(b) The following records are confidential and are not available for public inspection and copying under subsection (a):

(1) A record obtained by the commissioner in connection with an audit or inspection under IC 23-19-4-11(d) or an investigation under section 2 of this chapter.

(2) A part of a record filed in connection with a registration statement under IC 23-19-3-1 and IC 23-19-3-3 through IC 23-19-3-5 or a record under IC 23-19-4-11(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law and approved by the commissioner.

(3) A record that is not required to be provided to the commissioner or filed under this article and is provided to the commissioner only on the condition that the record will not be subject to public examination or disclosure.

(4) Confidential records received from a person specified in section 8(a) of this chapter.

(5) Any Social Security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed.

(6) A record obtained by the commissioner through a designee of the commissioner that a rule or order under this article determines has been:

(A) expunged from the commissioner's records by the designee; or

(B) determined to be confidential by that designee if the commissioner finds the determination to be based on statutory authority.

(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in section 8(a) of this chapter, the commissioner may disclose a record obtained in connection with an audit or inspection under IC 23-19-4-11(d) or a record obtained in connection with an investigation under section 2 of this chapter.

As added by P.L.27-2007, SEC.23. Amended by P.L.230-2007, SEC.20.
Ind. Code § 23-13-10-3 — Indiana Code / Title 23 / Article 13 / Chapter 10 / Section 23-13-10-3
Existing institutions; accepting provisions of chapter
Status: in_force

Sec. 3. Whenever the board of trustees of any such institution, university, or college, incorporated under any law of the state of Indiana, which has been pursuing the purposes of its charter since March 6, 1892, shall file with the secretary of state a resolution, duly adopted by such board, signifying formal acceptance of the provisions of this chapter, the same shall be taken and held as part of the original charter of such institution, university, or college.

Formerly: Acts 1897, c.125, s.3. As amended by P.L.34-1987, SEC.353.
Ind. Code § 23-1.5-1-10 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-10
"Professional corporation"
Status: in_force

Sec. 10. "Professional corporation" means:

(1) a corporation for profit organized under this article; or

(2) a foreign corporation admitted to do business under this article.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-17-7-1 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-1
Criteria or procedures for admission; consent
Status: in_force

Sec. 1. (a) Articles of incorporation or bylaws may establish criteria or procedures for admission of members.

(b) A person may not be admitted as a member without the person's consent.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-31-47 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-47
Liability for cremation designated by authorization
Status: in_force

Sec. 47. A crematory authority that has received an executed cremation authorization form and any additional documentation required under section 27 of this chapter is not liable for civil damages arising from the cremation of the human remains designated by the cremation authorization form if the cremation is performed in accordance with this chapter.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-15-12-2 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-2
"Cooperative entity"
Status: in_force

Sec. 2. As used in this chapter, "cooperative entity" means a business entity subject to this chapter that is:

(1) a cooperatively owned entity organized under the laws of another state or federal law; or

(2) a business entity:

(A) in which the members are buyers of goods or services from, or sellers of goods or services to, the entity;

(B) that is characterized as being democratically governed;

(C) that distributes profits or surpluses on the basis of use rather than on the basis of capital contributions or ownership; and

(D) that pays a limited return of less than eight percent (8%) on preferred equity.

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-2-6-40 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-40
Summary orders; final orders
Status: in_force

Sec. 40. (a) A summary order becomes a final order if:

(1) thirty (30) business days have passed since the summary order was entered; and

(2) a hearing on the order is not:

(A) requested under section 39(d) of this chapter; or

(B) ordered by the commissioner under section 39(e) of this chapter.

(b) If a hearing on an order is requested or ordered under section 39 of this chapter, the commissioner may modify, vacate, or extend the order until final determination after the commissioner has provided:

(1) a notice of a hearing to all interested persons; and

(2) an opportunity for a hearing by all interested persons.

(c) A final order or an order after a hearing may not be returned without:

(1) appropriate notice to all interested persons;

(2) opportunity for hearing by all interested persons; and

(3) entry of written findings of fact and conclusions of law.

(d) All hearings in an administrative proceeding under this chapter shall be subject to IC 5-14-1.5.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-2.5-7-10 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-10
Branch manager; steps to prevent violation
Status: in_force

Sec. 10. A branch manager who fails to take reasonable steps to prevent a violation of this article by an individual who works at the branch manager's designated branch office may subject the branch manager to discipline under IC 23-2.5-11.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18-4-6 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-6
Initial operating agreement; amendments; power of attorney
Status: in_force

Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted.

(b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members.

(c) An amendment to a written operating agreement must be in writing and must, unless otherwise provided in the operating agreement before the amendment, be approved by the unanimous consent of all members.

(d) A copy of any written amendment to an operating agreement must be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.

(e) A person may sign articles of organization, an operating agreement, or an amendment to articles of organization or an operating agreement as an attorney in fact. A power of attorney relating to the signing of a document under this subsection by an attorney in fact may but is not required to be:

(1) sworn to, verified, or acknowledged;

(2) signed in the presence of a notary public;

(3) filed with the secretary of state; or

(4) included in another written agreement.

However, the power of attorney must be retained in the records of the limited liability company.

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.27.
Ind. Code § 23-4-1-16 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-16
Partner by estoppel
Status: in_force

Sec. 16. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him or any one, as a partner in an existing partnership or with one (1) or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.

(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(2) When a person has been thus represented to be a partner in an existing partnership, or with one (1) or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

Formerly: Acts 1949, c.114, s.16.
Ind. Code § 23-7-8-8 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-8
Complaints; injunctive relief; violations; fines
Status: in_force

Sec. 8. (a) The division may receive, investigate, and prosecute complaints concerning the activities of professional fundraiser consultants and professional solicitors who:

(1) may be subject to this chapter; or

(2) have or may have violated this chapter.

All complaints must be in writing, signed by the complainant, and filed with the division.

(b) The attorney general may subpoena witnesses, send for and compel the production of books, records, papers, and documents of professional fundraiser consultants and professional solicitors who are subject to registration under this chapter, for the furtherance of any investigation under this chapter. The circuit or superior court located in the county where the subpoena is to be issued shall enforce any such subpoena by the attorney general.

(c) The attorney general may bring an action to enjoin a violation of this chapter. In this action, the court may order a person who has violated this chapter to pay the reasonable costs of investigation and prosecution incurred by the attorney general, may award the state civil penalties up to five hundred dollars ($500) for each violation, and may order the professional fundraiser consultant or professional solicitor to repay money unlawfully received from aggrieved solicitees. In ordering injunctive relief, the division is not required to establish irreparable harm but only a violation of a statute or that the requested order promotes the public interest. It is an affirmative defense to the assessment of civil penalties under this subsection that the defendant acted pursuant to a good faith misunderstanding concerning the requirements of this chapter.

(d) A person who knowingly or intentionally:

(1) fails to file a registration statement or other information;

(2) files a statement or other information which is materially false; or

(3) fails to make a disclosure;

as required by this chapter, commits a Class B misdemeanor. However, the offense is a Class A misdemeanor if the person has a previous unrelated conviction under this subsection.

(e) A local unit of government may adopt an ordinance which regulates professional fundraisers and solicitors if the ordinance does not conflict with this chapter.

(f) A professional fundraiser consultant, or a professional solicitor, who has the person's principal place of business outside of Indiana, or who has organized under the laws of another state, and who solicits contributions from persons in Indiana, is subject to this chapter and shall be considered to have appointed the secretary of state as his agent. All service of process under this subsection shall be made on the secretary of state under Rule 4.10 of the Indiana Rules of Trial Procedure.

(g) Under rules adopted by the attorney general, the attorney general may impose fines on professional fundraiser consultants and professional solicitors for the late filing of information required to be filed under this chapter.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.5; P.L.24-1989, SEC.8; P.L.1-1998, SEC.128; P.L.48-1998, SEC.6; P.L.135-1999, SEC.9.
Ind. Code § 23-0.5-2-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-4
Withdrawal of filed record; requirements
Status: in_force

Sec. 4. (a) Except as otherwise provided in this article, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.

(b) A statement of withdrawal must:

(1) identify the record to be withdrawn;

(2) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; and

(3) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-65-9 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-9
Transfer of control and management to public works or public works and safety board
Status: in_force

Sec. 9. A city may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to the:

(1) board of public works; or

(2) board of public works and safety;

of the city.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-1-37-15 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-15
Indemnification rights under articles of incorporation, bylaws, or resolutions
Status: in_force

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

(1) a corporation's articles of incorporation or bylaws;

(2) a resolution of the board of directors or of the shareholders; or

(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.

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

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

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-1-33-9 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-9
Vacancies
Status: in_force

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the board of directors may fill the vacancy; or

(2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

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

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-14-54.5-1 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-1
Application of definitions
Status: in_force

Sec. 1. The definitions in IC 23-14-31-1 through IC 23-14-31-21 apply to this chapter.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-17-2-2 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-2
"Approved by the members"
Status: in_force

Sec. 2. "Approved by the members" means the votes cast favoring an action exceed the votes cast opposing the action:

(1) at a duly held meeting at which a quorum is present; or

(2) by a written ballot or written consent in conformity with this article unless this article, articles of incorporation, or bylaws requires a greater number of affirmative votes.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-17.3-5 — Indiana Code / Title 23 / Article 1 / Chapter 17.3 / Section 23-1-17.3-5
Status of rights and preferences of shares under P.L.149-1986
Status: in_force

Sec. 5. Effective August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, any existing certificate of resolution of a board of directors designating and stating rights and preferences of shares shall be considered a part of the corporation's articles of incorporation for purposes of P.L.149-1986.

As added by P.L.220-2011, SEC.378.
Ind. Code § 23-17-3-3 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-3
Articles of incorporation; optional provisions
Status: in_force

Sec. 3. Articles of incorporation may contain the following:

(1) The purpose or purposes for which the corporation is organized, which may be either alone or in combination with other purposes.

(2) The names and addresses of the individuals who are to serve as the initial directors.

(3) Provisions not inconsistent with any law regarding the following:

(A) Management and regulation of the affairs of the corporation.

(B) Defining, limiting, and regulating the powers of the corporation, the corporation's board of directors, and members (or any class of members).

(C) The characteristics, qualifications, rights, limitations, and obligations attaching to a class of members.

(4) Any other provision that is required or allowed to be set forth in the bylaws.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-30-2 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-2
Shares entitled to vote
Status: in_force

Sec. 2. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in or for an employee benefit plan or in any other fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-19-6-5 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-5
Rules, forms, and orders; financial statements; interpretive opinions and determinations; good faith conduct; public hearings
Status: in_force

Sec. 5. (a) The commissioner may:

(1) issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this article and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;

(2) by rule, define terms, whether or not used in this article, but those definitions may not be inconsistent with this article; and

(3) by rule, classify securities, persons, and transactions and adopt different requirements for different classes.

(b) Under this article, a rule or form may not be adopted or amended, or an order issued or amended, unless the commissioner finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this article.

(c) Subject to Section 15(h) of the Securities Exchange Act of 1938 (15 U.S.C. 78o(h)) and Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), the commissioner may require that a financial statement filed under this article be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this article. A rule adopted or order issued under this article may establish:

(1) subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) and Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), the form and content of financial statements required under this article;

(2) whether unconsolidated financial statements must be filed; and

(3) whether required financial statements must be audited by an independent certified public accountant.

(d) The commissioner may provide interpretive opinions or issue determinations that the commissioner will not institute a proceeding or an action under this article against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this article. The commissioner shall charge a fee of one hundred dollars ($100) for an interpretive opinion or determination.

(e) A penalty under this article may not be imposed for, and liability does not arise from, conduct that is engaged in or omitted in good faith and reasonably believed to be conforming to a rule, form, or order of the commissioner under this article.

(f) A hearing in an administrative proceeding under this article must be conducted in public unless the commissioner finds a statutory basis that would allow the hearing to be closed to the public.

As added by P.L.27-2007, SEC.23. Amended by P.L.230-2007, SEC.19; P.L.3-2008, SEC.172; P.L.152-2020, SEC.8.
Ind. Code § 23-1-44-20 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-20
Costs; fees; attorney's fees
Status: in_force

Sec. 20. (a) The court in an appraisal proceeding commenced under section 19 of this chapter shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against such parties and in such amounts as the court finds equitable.

(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 10 through 18 of this chapter; or

(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-17-2-14 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-14
"Governmental subdivision"
Status: in_force

Sec. 14. "Governmental subdivision" includes authority, county, district, and municipality.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-7-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-1
Loan broker employment of manager or mortgage loan originator; license required
Status: in_force

Sec. 1. A loan broker shall not employ an individual to act as a manager or mortgage loan originator unless the individual is licensed under this article as a mortgage loan originator.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.20.
Ind. Code § 23-14-52-2 — Indiana Code / Title 23 / Article 14 / Chapter 52 / Section 23-14-52-2
Liability and duties of purchaser
Status: in_force

Sec. 2. The following conditions apply to a sale referred to in section 1(a) of this chapter:

(1) The purchaser is liable for any shortages existing before or after the sale in the perpetual care fund required by IC 23-14-48 or in an escrow fund or trust account required by IC 23-14-49-1.

(2) The purchaser shall perform:

(A) all obligations imposed on cemetery owners under this article;

(B) all obligations imposed on the cemetery owner under contracts made by the selling cemetery owner or any prior cemetery owner relating to:

(i) burial or interment rights; or

(ii) the sale of the personal property or services described in IC 23-14-49-1; and

(C) any other related obligation.

As added by P.L.52-1997, SEC.26.
Ind. Code § 23-2-2.5-36 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-36
Prosecution of violations
Status: in_force

Sec. 36. The commissioner may refer such evidence as is available concerning any violation of this chapter to the prosecuting attorney of the county in which the violation occurred, who may, with or without such a reference, institute appropriate criminal proceedings under this chapter. If evidence concerning violations of this chapter is referred to a prosecuting attorney, he shall within ninety (90) days file with the commissioner a written statement concerning any action taken or, if no action has been taken, the reasons therefor.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-4-1-32 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-32
Dissolution by decree of court
Status: in_force

Sec. 32. (1) On application by or for a partner, the court shall decree a dissolution whenever:

(a) A partner has been declared mentally incompetent in any judicial proceeding.

(b) A partner becomes in any other way incapable of performing the partner's part of the partnership contract.

(c) A partner has been guilty of conduct that tends to affect prejudicially the carrying on of the business.

(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise acts in matters relating to the partnership business so that it is not reasonably practicable to carry on the business in partnership with that partner.

(e) The business of the partnership can only be carried on at a loss.

(f) Other circumstances render a dissolution equitable.

(2) On the application of the purchaser of a partner's interest under sections 27 or 28 of this chapter:

(a) After the termination of the specified term or particular undertaking.

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Formerly: Acts 1949, c.114, s.32. As amended by P.L.34-1987, SEC.300; P.L.33-1989, SEC.21.
Ind. Code § 23-14-56-1 — Indiana Code / Title 23 / Article 14 / Chapter 56 / Section 23-14-56-1
Duties
Status: in_force

Sec. 1. A cemetery owner shall keep a record of each interment, entombment, and inurnment in the cemetery. The record must:

(1) show:

(A) the date on which the body was received;

(B) the date of interment, entombment, or inurnment;

(C) the name and marital status of the person whose remains are interred, entombed, or inurned; and

(D) the plot and the grave in which the interment or inurnment was made or the location within the building or structure in which the entombment or inurnment was made; and

(2) include the permit for burial issued by the division of public health of Indiana.

As added by P.L.52-1997, SEC.30.
Ind. Code § 23-1-37-5 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-5
"Official capacity" defined
Status: in_force

Sec. 5. As used in this chapter, "official capacity" means:

(1) when used with respect to a director, the office of director in a corporation; and

(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.

"Official capacity" does not include service for any other foreign or domestic corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.

As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.304.
Ind. Code § 23-14-78-2 — Indiana Code / Title 23 / Article 14 / Chapter 78 / Section 23-14-78-2
"Cemetery"
Status: in_force

Sec. 2. As used in this chapter, "cemetery" means land in which human remains are interred, entombed, or inurned. The term does not include a cemetery that is subject to IC 23-14-33 through IC 23-14-76.

As added by P.L.102-2020, SEC.3.
Ind. Code § 23-0.5-1.5-39 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-39
"Regulated entity"
Status: in_force

Sec. 39. "Regulated entity" means a bank, a savings bank, a savings association, a corporate fiduciary, a credit union, an industrial loan and investment company, a surety company, a trust company, a safe deposit company, a railroad corporation, an insurance company, and a building and loan association.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-37-11 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-11
Application to court for indemnification
Status: in_force

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

(1) the director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-18-4-3 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-3
Affirmative vote, approval, or consent; requirements
Status: in_force

Sec. 3. (a) Unless the articles of organization provide for a manager or managers, and except as otherwise provided in a written operating agreement or this article and subject to subsection (c), the affirmative vote, approval, or consent of a majority in interest of the members is required to decide a matter connected with the business or affairs of the limited liability company.

(b) If the articles of organization provide for more than one (1) manager and except as provided otherwise in a written operating agreement or this article, the affirmative vote, approval, or consent of a majority of the managers shall be required to decide any matter that requires the approval of the managers.

(c) Except as provided otherwise in a written operating agreement, the affirmative vote, approval, or consent of all members is required to do the following:

(1) Amend the operating agreement.

(2) Authorize a manager, a member, or another person to do an act on behalf of the limited liability company that contravenes the operating agreement, including a written provision of the operating agreement that expressly limits the purpose, business, affairs, or conduct of the limited liability company.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2.5-11-9 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-9
Court to compel obedience to subpoena, order, or demand
Status: in_force

Sec. 9. (a) This section applies when a person or witness takes an action as follows:

(1) A person disobeys a lawful:

(A) subpoena issued under this article; or

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

(2) A witness in a hearing, inquiry, or investigation refuses to:

(A) appear when subpoenaed;

(B) testify to a matter about which the witness may be lawfully interrogated; or

(C) take or subscribe to an oath required by this article.

(b) If a person or witness takes an action described in subsection (a):

(1) the circuit or superior court of the county in which the hearing, inquiry, or investigation described in subsection (a) is held, if:

(A) demand is made; or

(B) upon written petition, the production is ordered to be made;

(2) the commissioner;

(3) before July 1, 2020, a hearing officer appointed by the commissioner; or

(4) after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7;

shall compel compliance with the lawful requirements of the subpoena, order, or demand, compel the production of the necessary or required books, papers, records, documents, and other evidence and information, and compel the witness to attend in an Indiana county and to testify to any matter about which the witness may lawfully be interrogated, and to take or subscribe to any oath required.

As added by P.L.175-2019, SEC.2. Amended by P.L.205-2019, SEC.26.
Ind. Code § 23-14-39-2 — Indiana Code / Title 23 / Article 14 / Chapter 39 / Section 23-14-39-2
Individual property rights
Status: in_force

Sec. 2. Except as provided in section 3 of this chapter, the burial rights in a lot, plot, burial space, crypt, or niche granted to an individual are the sole and separate property of the individual named as grantee in the instrument of grant.

As added by P.L.52-1997, SEC.13.
Ind. Code § 23-17-12-4 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-4
Time and method of election
Status: in_force

Sec. 4. (a) If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members and at each annual meeting after the first annual meeting, unless articles of incorporation or bylaws provide:

(1) another time or method of election; or

(2) that some of the directors are designated or appointed by another person.

(b) If a corporation does not have members, all the directors except the initial directors shall be elected, designated, or appointed as provided in articles of incorporation or bylaws. If a method of election, designation, or appointment is not set forth in articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-6-4-20 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-20
State development company
Status: in_force

Sec. 20. A credit corporation is a state development company, as defined in the Small Business Investment Act of 1958 (P.L.85-699, 72 Stat.689) or any similar federal statute, and is authorized to operate on a statewide basis.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-58.5-3 — Indiana Code / Title 23 / Article 14 / Chapter 58.5 / Section 23-14-58.5-3
Duties of owner; request for purchase
Status: in_force

Sec. 3. (a) An owner who has received a termination notice under section 2 of this chapter may inform the person or entity having jurisdiction over the cemetery of the owner's continued intent to use the burial space. If the person or entity having jurisdiction over the cemetery has been informed of the owner's intent, the person or entity having jurisdiction over the cemetery may not terminate the rights and interests of the owner of the burial space.

(b) An owner who has received a termination notice under section 2 of this chapter may request the person or entity having jurisdiction over the cemetery to purchase the burial space for the amount originally paid for the burial space.

As added by P.L.113-2007, SEC.7.
Ind. Code § 23-17-7-8 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-8
Creditor's proceedings; liability of members; prerequisites; intervention and joinder
Status: in_force

Sec. 8. (a) A proceeding may not be brought by a creditor to reach or apply the liability, if any, of a member to the corporation unless:

(1) final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part;

(2) the corporation has been adjudged bankrupt or a receiver has been appointed with the power to collect debts that a receiver on demand of a creditor to bring a proceeding has refused to do; or

(3) the corporation has been dissolved leaving debts unpaid.

However, a proceeding may not be brought more than three (3) years after the happening of any of the events described in this subsection.

(b) Creditors of the corporation, with or without reducing the creditor's claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Members who owe amounts to the corporation may be joined in the proceeding.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-4-3 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-3
Registration; application; order
Status: in_force

Sec. 3. (a) A provider shall register each continuing care retirement community with the commissioner if:

(1) before opening the continuing care retirement community, the provider:

(A) enters into;

(B) extends; or

(C) solicits;

a continuing care agreement; or

(2) while operating the continuing care retirement community, the provider has either:

(A) for a continuing care retirement community registered before January 2, 2007, continuously maintained since on or before January 1, 2007, at least one (1) continuing care agreement with an individual living in the continuing care community; or

(B) for a continuing care retirement community registered after January 1, 2007, entered into a continuing care agreement with at least twenty-five percent (25%) of the individuals living in the continuing care retirement community.

(b) If a provider fails to register a continuing care retirement community, the provider may not:

(1) enter into, or extend the term of, a continuing care agreement to provide continuing care to any person at that continuing care retirement community;

(2) provide services at that continuing care retirement community under a continuing care agreement; or

(3) solicit the execution, by persons residing within Indiana, of a continuing care agreement to provide continuing care at that continuing care retirement community.

(c) The provider's application for registration must be filed with the commissioner by the provider on forms prescribed by the commissioner, and must be accompanied by an application fee of two hundred fifty dollars ($250). The application must contain the following information:

(1) an initial disclosure statement, as described in section 4 of this chapter; and

(2) any other information required by the commissioner under rules adopted under this chapter.

(d) The commissioner may accept, in lieu of the information required by subsection (c), any other registration, disclosure statement, or other document filed by the provider in Indiana, in any other state, or with the federal government if the commissioner determines that such document substantially complies with the requirements of this chapter.

(e) Upon receipt of the application for registration, the commissioner shall mark the application filed. Within sixty (60) days of the filing of the application, the commissioner shall enter an order registering the provider or rejecting the registration. If no order of rejection is entered within that sixty (60) day period, the provider shall be considered registered unless the provider has consented in writing to an extension of time; if no order of rejection is entered within the time period as extended by consent, the provider shall be considered registered.

(f) If the commissioner determines that the application for registration complies with all of the requirements of this chapter, the commissioner shall enter an order registering the provider. If the commissioner determines that such requirements have not been met, the commissioner shall notify the provider of the deficiencies and shall inform the provider that it has sixty (60) days to correct them. If the deficiencies are not corrected within sixty (60) days, the commissioner shall enter an order rejecting the registration. The order rejecting the registration shall include the findings of fact upon which the order is based. The provider may petition for reconsideration, and is entitled to a hearing upon that petition.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.5; P.L.278-2013, SEC.18.
Ind. Code § 23-0.5-1.5-33 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-33
"Public organic record"
Status: in_force

Sec. 33. "Public organic record" means:

(1) the articles of incorporation of a business corporation;

(2) the articles of incorporation of a nonprofit corporation;

(3) the certificate of limited partnership of a limited partnership;

(4) the certificate of registration of a limited liability partnership; and

(5) the articles of organization of a limited liability company;

filed by the secretary of state and any amendment or restatement of that record.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18.1-6-6 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-6
Application of fees
Status: in_force

Sec. 6. The fees established in IC 23-0.5-9 apply to any documents under this article delivered to the secretary of state for filing.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.114.
Ind. Code § 23-17-3-1 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-1
Incorporator filing of articles of incorporation
Status: in_force

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

As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.43.
Ind. Code § 23-16-3-14 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-14
Repealed
Status: repealed

As added by P.L.130-2006, SEC.23. Repealed by P.L.118-2017, SEC.73.
Ind. Code § 23-2.5-1-33 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-33
"Registered mortgage loan originator"
Status: in_force

Sec. 33. "Registered mortgage loan originator" means a mortgage loan originator who:

(1) is an employee of:

(A) a depository institution;

(B) a subsidiary that is:

(i) owned and controlled by a depository institution; and

(ii) regulated by the federal financial institutions regulatory agencies (as defined in 12 U.S.C. 3350(6)); or

(C) an institution regulated by the Farm Credit Administration; and

(2) is registered with and maintains a unique identifier with the Nationwide Multistate Licensing System.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1-53-3 — Indiana Code / Title 23 / Article 1 / Chapter 53 / Section 23-1-53-3
Repealed
Status: repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.28; P.L.96-1993, SEC.2; P.L.228-1995, SEC.11; P.L.11-1996, SEC.12. Repealed by P.L.118-2017, SEC.26.
Ind. Code § 23-1-37-6 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-6
"Party" defined
Status: in_force

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-19-6-6 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-6
Register of filings; availability to public; reasonable charge for furnishing copy
Status: in_force

Sec. 6. (a) The commissioner shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this article or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this article or the predecessor act; and interpretive opinions or no-action determinations issued under this article.

(b) The commissioner shall make all rules, forms, interpretive opinions, and orders available to the public.

(c) The commissioner shall furnish a copy of a record that is a public record, or a certification that the public record does not exist, to a person that so requests. A rule adopted under this article may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the commissioner of a record's nonexistence is prima facie evidence of a record or its nonexistence.

As added by P.L.27-2007, SEC.23. Amended by P.L.152-2020, SEC.9.
Ind. Code § 23-6-4-2 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-2
"Lending agreement" defined
Status: in_force

Sec. 2. As used in this chapter, "lending agreement" means an agreement between a credit corporation and a lending institution, under which the lending institution agrees to lend funds to the credit corporation in accordance with section 13 of this chapter.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-57-8 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-8
Liability of cemetery owner
Status: in_force

Sec. 8. The owner of a cemetery is not liable in any action for a removal or reinterment, reentombment, or reinurnment described in this chapter unless the owner fails to exercise reasonable care in the removal or reinterment, reentombment, or reinurnment. There is a rebuttable presumption that the owner exercised reasonable care in the removal or reinterment, reentombment, or reinurnment.

As added by P.L.52-1997, SEC.31.
Ind. Code § 23-0.5-1.5-24 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-24
"Nonprofit corporation"
Status: in_force

Sec. 24. "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to IC 23-17 or a foreign nonprofit corporation.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-9-42 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-42
Application for reinstatement; fees
Status: in_force

Sec. 42. The secretary of state shall collect the following fees for filing an application for reinstatement following administrative dissolution or revocation:

(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.52-2018, SEC.29.
Ind. Code § 23-2-6-28 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-28
Investigations; examinations; hearings; civil penalties
Status: in_force

Sec. 28. (a) The commissioner may make investigations in or outside Indiana that the commissioner finds necessary or appropriate to:

(1) determine whether any person has violated or is about to violate this chapter or any rule or order of the commissioner; or

(2) aid in the enforcement of this chapter.

(b) The commissioner may charge as costs of an investigation or examination all reasonable expenses, including a per diem prorated on the salary of the commissioner or an employee. All reasonable expenses of investigation, examination, or hearing shall be paid by the party under investigation or examination.

(c) The commissioner may publish information concerning any violation of this chapter or any rule or order of the commissioner. The commissioner shall upon request make available for inspection and copying under IC 5-14-3 information concerning any violation of this chapter or any rule or order of the commissioner.

(d) For purposes of an investigation or a proceeding under this chapter, the commissioner or an officer or employee designated by rule or order may do any of the following:

(1) Administer oaths and affirmations.

(2) Subpoena witnesses and compel the attendance of witnesses.

(3) Take evidence.

(4) Require the production of books, papers, correspondence, memoranda, agreements, or other documents or records that the commissioner finds to be relevant or material to the investigation or proceeding.

(e) If a person does not give testimony or produce the documents required by the commissioner or the commissioner's designee under an administrative subpoena, the commissioner or the designee may petition for a court order compelling compliance with the subpoena or the giving of the required testimony.

(f) A petition for an order of compliance under subsection (e) may be filed in any of the following:

(1) The circuit or superior court of a county containing a consolidated city.

(2) The circuit or superior court where service may be obtained on the person refusing to comply with the subpoena if the person is within Indiana.

(3) The appropriate court of the state having jurisdiction over the person refusing to comply with the subpoena if the person is outside Indiana.

(g) Costs of investigations, examinations, and hearings and civil penalties recovered under this chapter shall be deposited in the securities division enforcement account established under IC 23-19-6-1(f). With the approval of the budget agency, the funds in the securities division enforcement account may be used to augment and supplement the funds appropriated for the administration of this chapter.

As added by P.L.177-1991, SEC.10. Amended by P.L.27-2007, SEC.21.
Ind. Code § 23-18-4-4 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-4
Written operating agreement
Status: in_force

Sec. 4. (a) A written operating agreement may do one (1) or more of the following:

(1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.

(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

(3) Provide for officers of a limited liability company that is:

(A) managed by a manager or managers; or

(B) managed by a member or members;

by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.

(4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:

(A) voluntary dissolution;

(B) merger; or

(C) amending the written operating agreement.

(b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.

As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.
Ind. Code § 23-14-31-21 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-21
"Urn" defined
Status: in_force

Sec. 21. As used in this chapter, "urn" means a receptacle designed to encase cremated remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-14-31-7 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-7
"Cremated remains" defined
Status: in_force

Sec. 7. As used in this chapter, "cremated remains" means all human remains recovered after the completion of the cremation of a human body or body part, including the residue of any foreign materials, nonmetallic casket material, dental work, or eyeglasses that were cremated with the human remains but excluding any prosthetic or medical device.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-2-2.5-39 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-39
Exemption or classification; burden of proof
Status: in_force

Sec. 39. The burden of proof of the entitlement to any exemption or classification provided in this chapter, in any civil or criminal proceeding is on the party claiming the exemption or classification.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-2-6-42 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-42
Burden of proof; exemptions
Status: in_force

Sec. 42. If a person claims an exemption in any complaint, information, indictment, writ, or proceeding under this chapter:

(1) the commissioner is not required to disprove the exemption; and

(2) the party claiming the exemption bears the burden of proof concerning the existence of the exemption.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-4-1-45.2 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.2
Limited liability partnerships; withdrawal of registration; filing fee
Status: in_force

Sec. 45.2. (a) As used in this section, "limited liability partnership" refers to a:

(1) limited liability partnership; or

(2) foreign limited liability partnership;

as defined in section 2 of this chapter.

(b) The registration of a limited liability partnership may be withdrawn by filing in the office of the secretary of state a withdrawal notice executed by at least one (1) partner authorized to execute a withdrawal notice.

(c) A withdrawal notice must contain the following:

(1) The name of the limited liability partnership.

(2) The date the registration was filed.

(3) A brief statement regarding the reason for filing the withdrawal notice.

(4) Any other information considered appropriate by the limited liability partnership.

(d) A withdrawal notice must be accompanied by a filing fee established under IC 23-0.5-9.

(e) The withdrawal notice is effective and the partnership ceases to be a limited liability partnership on the date a withdrawal notice is filed with the secretary of state or at any later date or time specified in the notice.

As added by P.L.34-1997, SEC.10. Amended by P.L.118-2017, SEC.36.
Ind. Code § 23-1.5-4-3 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-3
Involuntary dissolution
Status: in_force

Sec. 3. (a) A professional corporation formed under this article may be involuntarily dissolved as provided by IC 23-1-47.

(b) In addition to the causes specified in IC 23-1-47 for the involuntary dissolution of a corporation, a failure to comply with this article is a cause for the involuntary dissolution of a professional corporation under IC 23-0.5-6.

As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987, SEC.278; P.L.118-2017, SEC.30.
Ind. Code § 23-4-1-19 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-19
Partnership books
Status: in_force

Sec. 19. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Formerly: Acts 1949, c.114, s.19.
Ind. Code § 23-0.5-9-24 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-24
Articles of organization; domestic master limited liability company
Status: in_force

Sec. 24. The secretary of state shall collect the following fees for filing the articles of organization of a domestic master limited liability company:

(1) Two hundred twenty-five dollars ($225) for an electronic filing.

(2) Two hundred fifty dollars ($250) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-16-9-4 — Indiana Code / Title 23 / Article 16 / Chapter 9 / Section 23-16-9-4
Distribution of assets
Status: in_force

Sec. 4. Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or by establishment of adequate reserves) other than liabilities for distributions to partners under IC 23-16-7-1 and IC 23-16-7-4.

(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under IC 23-16-7-1 and IC 23-16-7-4.

(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-1-1 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-1
Domestic corporations; application of article
Status: in_force

Sec. 1. (a) After July 31, 1993, this article applies to a domestic corporation in existence on July 31, 1993, that was incorporated under or subject to the following:

(1) IC 23-7-1.1 (repealed).

(2) The Indiana general not for profit corporation act of 1935.

(b) After July 31, 1991, an entity organized under Indiana law for a purpose for which a corporation may be organized under this article may accept the provisions of this article and avail the corporation of the rights, privileges, immunities, and franchises provided by this article by taking the following actions:

(1) The entity's board of directors or governing body must adopt a resolution electing to have this article apply to the entity.

(2) The resolution must specify a date after July 31, 1991, after which the provisions of this article will apply to the entity.

(3) The resolution must be filed with the secretary of state, with a statement providing the name and address of the entity's registered agent before the date specified under subdivision (2).

As added by P.L.179-1991, SEC.1. Amended by P.L.1-2010, SEC.93.
Ind. Code § 23-18-5-7 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-7
Unlawful distributions; liability
Status: in_force

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating the operating agreement or section 6 of this chapter or if it is established that the member or manager did not act in compliance with section 6 of this chapter.

(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution from the following:

(1) Each other member or manager who could be held liable under subsection (a) for the unlawful distribution.

(2) Each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or section 6 of this chapter.

(c) A proceeding under this section is barred unless it is commenced not more than two (2) years after the date on which the effect of the distribution is measured under section 6 of this chapter.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-0.5-7-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 7 / Section 23-0.5-7-5
Administrative rules
Status: in_force

Sec. 5. The secretary of state may adopt rules under IC 4-22-2 that are necessary to carry out this chapter.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-16-8-3 — Indiana Code / Title 23 / Article 16 / Chapter 8 / Section 23-16-8-3
Rights of creditor
Status: in_force

Sec. 3. On application to a court by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This article does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-18-2-11 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-11
Repealed
Status: repealed

As added by P.L.8-1993, SEC.301. Repealed by P.L.118-2017, SEC.101.
Ind. Code § 23-2.5-11-8 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-8
Certificate of compliance or noncompliance
Status: in_force

Sec. 8. (a) In a prosecution, action, suit, or proceeding based on or arising out of this article, the commissioner may sign a certificate showing compliance or noncompliance with this article by any person.

(b) A certificate signed under subsection (a) constitutes prima facie evidence of compliance or noncompliance with this article and is admissible in evidence in an action at law or in equity to enforce this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18-3-5 — Indiana Code / Title 23 / Article 18 / Chapter 3 / Section 23-18-3-5
Member as party to proceeding
Status: in_force

Sec. 5. A member of a limited liability company may not be made a party to a proceeding by or against a limited liability company solely by reason of being a member of the limited liability company, except:

(1) when the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or

(2) in an action brought under IC 23-18-8-1.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-3.1-9 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-9
Administration of chapter; regulations; immunity
Status: in_force

Sec. 9. (a) This chapter shall be administered by the secretary of state of Indiana by and through the commissioner, who may exercise all powers granted to the commissioner under IC 23-19.

(b) Subject to the approval of the secretary of state, the commissioner may promulgate regulations necessary to carry out the purposes of this chapter under IC 4-22-2.

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

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.8; P.L.27-2007, SEC.15.
Ind. Code § 23-14-48-10 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-10
Formation of association for management, care, and supervision of cemetery
Status: in_force

Sec. 10. (a) This section applies to a corporation that:

(1) is organized under Indiana law for the purpose of establishing and maintaining a cemetery; or

(2) is organized for another purpose but has established and maintains a cemetery.

(b) If:

(1) a corporation described in subsection (a) has not provided a general perpetual care fund after having sold all of the lots in a cemetery; and

(2) at least twenty-five (25) owners of lots in the cemetery or next of kin of owners of lots in the cemetery:

(A) form an association for the purpose of taking over the management, care, and general supervision of the cemetery; and

(B) sign and submit to the corporation a petition seeking authority for the management, care, and general supervision of the cemetery;

the corporation shall turn over to the association the complete authority for the management, care, and supervision of the cemetery.

(c) An association to which subsection (b) applies shall assume all responsibility and liability for the proper care and management of the cemetery, subject to the following:

(1) If a cemetery has been under the control of a certain religious denomination, sect, or creed that has observed certain religious customs or rules with reference to the burying of the dead in the cemetery, the association shall observe those religious customs or rules.

(2) The transfer of authority under this section does not affect the reversion of the title to the lands occupied by the cemetery if the land ever ceases to be used as a cemetery or burial place for the dead.

As added by P.L.52-1997, SEC.22.
Ind. Code § 23-0.6-1.5-21 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-21
"Plan of conversion"
Status: in_force

Sec. 21. "Plan of conversion" means a plan under IC 23-0.6-4-2.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-19-5-6 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-6
Filings related to fact of registration; unlawful act
Status: in_force

Sec. 6. The filing of an application for registration, a registration statement, a notice filing under this article, the registration of a person, the notice filing by a person, or the registration of a security under this article does not constitute a finding by the commissioner that a record filed under this article is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the commissioner has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective purchaser, customer, or client a representation inconsistent with this section.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-0.5-8-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 8 / Section 23-0.5-8-1
Facsimile signatures on corporate bonds and notes
Status: in_force

Sec. 1. Subject to any restrictions contained in its organic rules, the signatures of the governing persons of any entity organized under any law of Indiana, on the bonds, notes, debentures, or other evidences of indebtedness of the entity may be facsimiles, and the facsimiles on such instruments are deemed the equivalent of and constitute the written signatures of the governing persons for all purposes, including the full satisfaction of any signature requirements of the laws of Indiana on the negotiable bonds, notes, debentures, and other evidences of indebtedness of the entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-19-4-2 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-2
Agent registration; exemptions; restrictions on employment or association; restrictions if no affiliation
Status: in_force

Sec. 2. (a) It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this article as an agent or is exempt from registration as an agent under subsection (b).

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

(1) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in Section 15(h)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)(2)).

(2) An individual who represents a broker-dealer that is exempt under section 1(b) or 1(d) of this chapter.

(3) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities.

(4) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by IC 23-19-2-2, other than IC 23-19-2-2(11) and IC 23-19-2-2(14).

(5) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under Section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. 77r(b)(3) or 77r(b)(4)(D)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities.

(6) An individual who represents a broker-dealer registered in this state under section 1(a) of this chapter or exempt from registration under section 1(b) of this chapter in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others under discretionary authority in a signed record.

(7) An individual who represents an issuer in connection with the purchase of the issuer's own securities.

(8) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts.

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

(c) The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this article or an issuer that is offering, selling, or purchasing its securities in this state.

(d) It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) or exempt from registration under subsection (b).

(e) An individual may not act as an agent for more than one (1) broker-dealer or one (1) issuer at a time, unless the broker-dealer or the issuer for which the agent acts are affiliated by direct or indirect common control or are authorized by rule or order under this article.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-14-70-2 — Indiana Code / Title 23 / Article 14 / Chapter 70 / Section 23-14-70-2
Investment of money
Status: in_force

Sec. 2. All money received by a board of commissioners under section 1 of this chapter may be invested in compliance with IC 20-42-1-14.

As added by P.L.52-1997, SEC.44. Amended by P.L.2-2006, SEC.181.
Ind. Code § 23-14-74-2 — Indiana Code / Title 23 / Article 14 / Chapter 74 / Section 23-14-74-2
Violation of chapter; Class C infraction
Status: in_force

Sec. 2. A person who violates section 1 of this chapter commits a Class C infraction. Each year during which a cemetery is neglected in violation of this chapter constitutes a separate offense.

As added by P.L.52-1997, SEC.48.
Ind. Code § 23-0.6-1.5-20 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-20
"Plan"
Status: in_force

Sec. 20. "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-42-5 — Indiana Code / Title 23 / Article 14 / Chapter 42 / Section 23-14-42-5
Liability of cemetery acting upon request of registered co-owner of burial rights
Status: in_force

Sec. 5. (a) If there are several owners of burial rights in a burial plot, the owners may:

(1) designate in writing one (1) or more persons to represent them; and

(2) file the written designation with the owner of the cemetery in which the plot is located.

(b) In the absence of:

(1) the filing of a written designation of one (1) or more representatives under subsection (a); or

(2) a written objection to the interment, entombment, or inurnment;

a cemetery is not liable to any owner of burial rights in a burial plot for interring, entombing, or inurning, or permitting an interment, entombment, or inurnment in the burial plot upon the request or direction of a registered co-owner of the burial rights.

As added by P.L.52-1997, SEC.16.
Ind. Code § 23-16-8-1 — Indiana Code / Title 23 / Article 16 / Chapter 8 / Section 23-16-8-1
Nature of partnership interest
Status: in_force

Sec. 1. A partnership interest is personal property. A partner has no interest in specific limited partnership property.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-12-12 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-12
Removal of designated or appointed directors
Status: in_force

Sec. 12. (a) A designated director may be removed by an amendment to articles of incorporation or bylaws deleting or changing the designation.

(b) Except as provided in articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director must do so by giving written notice of the removal to the following:

(1) The director.

(2) The presiding officer of the board of directors or the corporation's president or secretary.

A removal is effective when the notice is effective under this article unless the notice specifies a future effective date.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-41-2 — Indiana Code / Title 23 / Article 1 / Chapter 41 / Section 23-1-41-2
Sale, lease, or disposition of property other than in regular course of business
Status: in_force

Sec. 2. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 1 of this chapter, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent (25%) of total assets at the end of the most recently completed fiscal year, and twenty-five percent (25%) of either income from continuing operations before taxes or revenues from continuing operations for the fiscal year, in each case of the corporation and the corporation's subsidiaries on a consolidated basis, the corporation is conclusively considered to have retained a significant continuing business activity.

(b) A disposition that requires approval of the shareholders under subsection (a) shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of the resolution, the board of directors shall submit the proposed disposition to the shareholders for the shareholder's approval. The board of directors shall transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make the recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.

(c) The board of directors may condition the board of directors' submission of a disposition to the shareholders under subsection (b) on any basis.

(d) If:

(1) a disposition is required to be approved by the shareholders under subsection (a); and

(2) the approval is to be given at a meeting;

the corporation shall notify each shareholder, whether the shareholder is entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval in accordance with IC 23-1-29-5. The notice must state that the purpose or one (1) of the purposes of the meeting is to consider the disposition and must contain a description of the disposition, including the terms and conditions of the disposition and the consideration to be received by the corporation.

(e) Unless the articles of incorporation or the board of directors (acting under subsection (c)) requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the disposition exists.

(f) After a disposition has been approved by the shareholders under subsection (b), and at any time before the disposition has been consummated, the disposition may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(g) A disposition that constitutes a distribution is governed by IC 23-1-28 and not by this section.

(h) A disposition of assets in the course of dissolution under IC 23-0.5-6, IC 23-1-45, IC 23-1-46 (before its repeal), IC 23-1-47, or IC 23-1-48 is not governed by this section.

(i) The assets of a direct or indirect consolidated subsidiary shall be considered the assets of the parent corporation for the purposes of this section.

As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009, SEC.35; P.L.118-2017, SEC.19.
Ind. Code § 23-0.5-1-6 — Indiana Code / Title 23 / Article 0.5 / Chapter 1 / Section 23-0.5-1-6
Terms dependent on facts ascertainable outside the plan or filed document; articles of amendment
Status: in_force

Sec. 6. (a) If a:

(1) provision under this article permits any of the terms of a filed document to be dependent on facts objectively ascertainable outside the filed document; and

(2) filed document includes terms that are dependent on facts described in subdivision (1);

the manner in which the facts will operate upon the terms of the filed document and the manner in which the facts will become operative must be set forth in the filed document.

(b) The facts described in subsection (a) may include any of the following:

(1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:

(A) Statistical or market indices.

(B) Market prices of any security or group of securities.

(C) Interest rates.

(D) Currency exchange rates.

(E) Similar economic or financial data.

(2) A determination made or action taken by any person, including the entity or any other party to a filed document.

(3) The terms of or actions taken under an agreement to which the entity is a party or any other agreement or document.

(c) The following provisions of a filed document may not be made dependent on facts outside the filed document:

(1) The name and address of any person required in a filed document.

(2) The registered office of any entity required in a filed document.

(3) The registered agent of any entity required in a filed document.

(4) The number of authorized interests and designation of each class or series of interests.

(5) The effective date of a filed document.

(6) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

(d) If a provision of a filed document is made dependent on a fact ascertainable outside the filed document and:

(1) the fact is not ascertainable by reference to a source described in subsection (b)(1) or a document that is a matter of public record; and

(2) the affected interest holders have not received notice of the fact from the entity;

the entity shall file with the secretary of state articles of amendment setting forth the fact promptly after the time the fact referred to is first ascertainable or changes.

(e) Articles of amendment filed under subsection (d):

(1) are considered to be authorized by the authorization of the original filed document; and

(2) may be filed by the entity without further action by the governing person.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-36-3 — Indiana Code / Title 23 / Article 1 / Chapter 36 / Section 23-1-36-3
Resignation; removal
Status: in_force

Sec. 3. (a) An officer may resign at any time by delivering notice:

(1) to the board of directors, its chairman, or the secretary of the corporation; or

(2) if the articles of incorporation or bylaws so provide, to another designated officer.

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(c) A board of directors may remove any officer at any time with or without cause.

(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.

As added by P.L.149-1986, SEC.20. Amended by P.L.107-1987, SEC.14.
Ind. Code § 23-19-2-1 — Indiana Code / Title 23 / Article 19 / Chapter 2 / Section 23-19-2-1
Exempt securities
Status: in_force

Sec. 1. The following securities are exempt from the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4:

(1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 CFR 230.131) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by Congress; or a certificate of deposit for any of the foregoing.

(2) A security issued, insured, or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor.

(3) A security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by:

(A) an international banking institution;

(B) a banking institution organized under the laws of the United States; a member bank of the Federal Reserve System; or a depository institution a substantial part of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the Comptroller of Currency under Section 1 of Public Law 87-722 (12 U.S.C. 92a); or

(C) any other depository institution, unless by rule or order the commissioner proceeds under section 4 of this chapter.

(4) A security issued by and representing an interest in or a debt of, or insured or guaranteed by, an insurance company authorized to do business in Indiana.

(5) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:

(A) regulated in respect to its rates and charges by the United States or a state;

(B) regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or

(C) a public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act.

(6) A federal covered security specified in Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this article; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the Securities and Exchange Commission under Section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78i(b)).

(7) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative.

(8) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)).

(9) A security issued by a nonprofit corporation as defined by Section 501(c)(3) of the Internal Revenue Code that is designated by the governor as the secondary market for guaranteed student loans under IC 20-12-21.2.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-0.5-9-13 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-13
Certificate of cancellation; limited partnership
Status: in_force

Sec. 13. The secretary of state shall collect the following fees for filing a certificate of cancellation for a limited partnership:

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

(2) Ninety dollars ($90) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-20-1-22 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-22
Victim's contribution to monetary injury; consideration in amount of assistance; basis for denial
Status: in_force

Sec. 22. (a) In determining the amount of restitution assistance to award under this chapter, the division shall determine whether a victim contributed to the infliction of the victim's monetary injury.

(b) If the division finds that the victim contributed to the infliction of the victim's monetary injury, the division may deny an award of restitution assistance.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-1-20-24 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-24
"Shareholder"
Status: in_force

Sec. 24. "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted pursuant to a recognition procedure or a disclosure procedure established under IC 23-1-30-4.

As added by P.L.149-1986, SEC.4. Amended by P.L.145-1988, SEC.3.
Ind. Code § 23-5-2-8 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-8
Violations; penalties
Status: in_force

Sec. 8. Any willful violation of any of the provisions of this chapter, by any association or corporation organized under or by virtue of this chapter, shall forfeit all rights of such corporation or association acquired under this chapter, and it may be proceeded against by information as, by law, in other cases provided.

Formerly: Acts 1875, c.5, s.8. As amended by P.L.34-1987, SEC.332.
Ind. Code § 23-1-27-2 — Indiana Code / Title 23 / Article 1 / Chapter 27 / Section 23-1-27-2
Corporation acquiring its own shares
Status: in_force

Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c) Articles of amendment for purposes of subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:

(1) the name of the corporation;

(2) the reduction in the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).

(e) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.

As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.
Ind. Code § 23-14-69-8 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-8
Private sale of lots
Status: in_force

Sec. 8. (a) The township trustee may sell and convey the lots in a cemetery to which this chapter applies at a private sale to persons who desire to purchase them. The trustee shall not sell a lot under this subsection at less than the value fixed for the lot under section 7 of this chapter.

(b) The proceeds of the sale of lots in a cemetery under subsection (a) shall be used to pay the expenses that the township trustee may incur under this chapter for the cemetery. Any surplus shall be held as a fund for use in keeping the cemetery in repair.

(c) The township trustee shall keep an accurate account of:

(1) the money received by the township trustee for the purpose of keeping the cemetery in repair; and

(2) the sums that the township trustee has paid out, and for which the trustee has taken vouchers.

As added by P.L.52-1997, SEC.43.
Ind. Code § 23-20-1-2 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-2
"Division"
Status: in_force

Sec. 2. As used in this chapter, "division" refers to the securities division of the office of the secretary of state.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-14-65-24 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-24
Placement of bonds or other securities in safety deposit box
Status: in_force

Sec. 24. To protect bonds or other securities held by a cemetery board, the cemetery board shall place them in a safety deposit box in the vault of a reliable financial institution located in the municipality. One (1) key to the box shall be retained by each of the following:

(1) A member of the cemetery board who is designated by the cemetery board.

(2) The controller or clerk-treasurer of the municipality.

(3) The financial institution.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-1.5-2-5 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-5
Persons rendering professional services; licensing
Status: in_force

Sec. 5. (a) A professional corporation may render professional services only through individuals permitted to render such services in Indiana. However, individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services (such as clerks, bookkeepers, and technicians) are not required to be licensed to perform their services.

(b) A licensed individual acting in his individual capacity may render professional services, even though the individual may be a shareholder, director, officer, employee, or agent of a professional corporation.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1-35-2 — Indiana Code / Title 23 / Article 1 / Chapter 35 / Section 23-1-35-2
Conflict of interest transaction
Status: in_force

Sec. 2. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true:

(1) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction.

(2) The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.

(3) The transaction was fair to the corporation.

(b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(1) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

(2) another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is, or is required to be, considered by the board of directors of the corporation.

(c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.

(d) For purposes of subsection (a)(2), shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b), may be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction.

As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.12.
Ind. Code § 23-2-2.5-14 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-14
Stop orders; descriptions of charges
Status: in_force

Sec. 14. (a) The commissioner may, without a hearing, issue a stop order denying the effectiveness of or suspending or revoking the effectiveness of a registration if the commissioner finds that the issuance of the order is in the public interest and also finds that:

(1) there has been a failure to comply with this chapter or the rules or orders of the commissioner pertaining to this chapter;

(2) the offer or sale of the franchise would constitute misrepresentation to, or deceit or fraud on, the purchasers or offerees;

(3) the franchisor has failed to comply with any rule promulgated or order issued pursuant to section 12 of this chapter; or

(4) the franchisor, or the franchisor's predecessor, or any of the franchisor's directors, trustees, general partners, chief executives, financial officers, accounting officers, franchise sales officers, or other principal officers, or, if the franchisor is a limited liability company, any member or manager of the franchisor:

(A) during the ten (10) year period immediately preceding the date of registration, has:

(i) been convicted of a felony;

(ii) pleaded nolo contendere to a felony charge; or

(iii) been held liable in a civil action by final judgment;

if the felony or civil action involved fraud, embezzlement, misappropriation of property, or the violation of any state or federal statute involving the offer or sale of securities or franchises;

(B) is subject to any currently effective order affecting the franchise resulting from a proceeding or pending action brought by any individual or public agency or department;

(C) is a defendant in any pending criminal or material civil proceeding;

(D) during the ten (10) year period immediately preceding the date of registration, has been the defendant against whom a final judgment was entered in any material civil action; or

(E) is the franchisor or a principal executive officer or general partner of the franchisor and has, during the ten (10) year period immediately preceding the date of registration, reorganized due to insolvency or been adjudicated as a bankrupt.

(b) An order issued under this section based on a finding by the commissioner under subsection (a)(4)(A) must include a description of the charge, violation, or judgment referred to in subsection (a)(4)(A). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(B) must include a copy of the order referred to in subsection (a)(4)(B). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(D) must include a description of the judgment referred to in subsection (a)(4)(D). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(E) must include a description of the insolvency or adjudication referred to in subsection (a)(4)(E).

(c) Before issuing a stop order under subsection (a)(4), such an order must be based on a finding by the commissioner that involvement of a person referred to in subsection (a)(4) creates an unreasonable risk to prospective franchisees.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.6; P.L.30-2002, SEC.1; P.L.1-2003, SEC.73.
Ind. Code § 23-1-43-4 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-4
"Beneficial owner" defined
Status: in_force

Sec. 4. As used in this chapter, "beneficial owner", when used with respect to any shares, has the meaning set forth in IC 23-1-20-3.5.

As added by P.L.149-1986, SEC.27. Amended by P.L.133-2009, SEC.37.
Ind. Code § 23-14-31-11 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-11
"Crematory" defined
Status: in_force

Sec. 11. As used in this chapter, "crematory" means a building or structure, including a holding facility where human remains are or are intended to be cremated.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-16-2-2 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-2
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.277-2001, SEC.14; P.L.119-2015, SEC.38; P.L.170-2016, SEC.9. Repealed by P.L.118-2017, SEC.58.
Ind. Code § 23-10-2-13 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-13
Sale or other disposition of corporate property
Status: in_force

Sec. 13. Such trustees, to more effectually carry out the objects of their trust, may sell, loan or otherwise dispose of their corporate property; and any conveyance thereof by such trustees, or a majority of them, in behalf of such society, shall vest in the purchaser of the same, all the right, title and interest thereto; but the provisions of this section shall not be construed to affect any gift, bequest or devise to such society, or to trustees for its use, nor to defeat the intentions of the grantor, donor or testator.

Formerly: Acts 1852, 1RS, c.101, s.13.
Ind. Code § 23-0.6-3-4 — Indiana Code / Title 23 / Article 0.6 / Chapter 3 / Section 23-0.6-3-4
Amendment or abandonment of plan of interest exchange
Status: in_force

Sec. 4. (a) A plan of interest exchange of a domestic acquired entity may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governing persons or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:

(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the plan;

(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of interest exchange has been approved by a domestic acquired entity and before articles of interest exchange become effective, the plan may be abandoned:

(1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of interest exchange is abandoned after articles of interest exchange have been filed with the secretary of state, articles of abandonment, signed on behalf of the acquired entity, must be filed with the secretary of state before the time the articles of interest exchange become effective. The articles of abandonment take effect upon filing, and the interest exchange is abandoned and does not become effective. The articles of abandonment must contain:

(1) the name of the acquired entity;

(2) the date on which the articles of interest exchange were filed; and

(3) a statement that the interest exchange has been abandoned in accordance with this section.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2.5-8-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-6
Loan broker record maintenance
Status: in_force

Sec. 6. (a) The records maintained under section 5 of this chapter must be:

(1) maintained for two (2) years in the office of the loan broker in which the loan was originated; and

(2) separate or readily identifiable from the records of any other business that is conducted in the office of the loan broker.

(b) If the office in which records must be maintained under this section is located outside 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 § 23-1-21-4 — Indiana Code / Title 23 / Article 1 / Chapter 21 / Section 23-1-21-4
Persons acting on behalf of nonexistent corporation; liability
Status: in_force

Sec. 4. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this article, are jointly and severally liable for all liabilities created while so acting.

As added by P.L.149-1986, SEC.5.
Ind. Code § 23-1-55-2 — Indiana Code / Title 23 / Article 1 / Chapter 55 / Section 23-1-55-2
Registration of the intent to offer for sale or to sell sexually explicit materials
Status: in_force

Sec. 2. A person (as defined in IC 35-31.5-2-234) that intends to offer for sale or sell sexually explicit materials shall register with the secretary of state the intent to offer for sale or sell sexually explicit materials and provide a statement detailing the types of materials that the person intends to offer for sale or sell.

As added by P.L.92-2008, SEC.1. Amended by P.L.114-2012, SEC.46.
Ind. Code § 23-4-1-1 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-1
Short title
Status: in_force

Sec. 1. This chapter may be cited as the Uniform Partnership Act.

Formerly: Acts 1949, c.114, s.1. As amended by P.L.34-1987, SEC.286.
Ind. Code § 23-14-33-26 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-26
"Lot owner", "lot holder", "plot owner", "plot holder", "burial right owner", "burial right holder", "burial space owner", or "burial space holder"
Status: in_force

Sec. 26. "Lot owner", "lot holder", "plot owner", "plot holder", "burial right owner", "burial right holder", "burial space owner", or "burial space holder" means a person:

(1) under whose name a burial space is listed; or

(2) who is identified as the owner or holder of a burial space;

in the records of the office of the cemetery owner.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-2-4-12 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-12
Entrance fees; use
Status: in_force

Sec. 12. Any money or property received by a provider as an entrance fee to a continuing care retirement community constructed or purchased after August 31, 1982, or any income earned thereon, may be used by the provider only for purposes directly related to the construction, maintenance, or operation of that particular continuing care retirement community. A continuing care retirement community in operation on September 1, 1982, may not use the entrance fees or income earned thereon after August 31, 1982, for the construction, operation, or maintenance of another continuing care retirement community constructed or purchased after August 31, 1982.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.11.
Ind. Code § 23-1.3-2-11 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-11
"Subsidiary"
Status: in_force

Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2-3.1-5 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-5
Contents of statement; document prepared under federal law
Status: in_force

Sec. 5. (a) If the takeover offer is subject to any federal law, including the Securities Exchange Act of 1934 (15 U.S.C. 78), the statement must consist of one (1) copy of each document required to be filed with the Securities and Exchange Commission or any other federal agency.

(b) If the takeover offer is not subject to any requirement of federal law, the statement must be filed on forms prescribed by the commissioner and contain the following information:

(1) The identity of and material information concerning the offeror, including:

(A) if the offeror is a corporation:

(i) information concerning its organization, including the year and jurisdiction of its organization;

(ii) a description of each class of its capital stock and long-term debt;

(iii) a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years;

(iv) a description of the location and character of the principal properties of the offeror and its affiliates;

(v) a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party;

(vi) the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years; and

(vii) audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period; and

(B) if the offeror is not a corporation:

(i) information concerning the background of the person, including the person's material business activities and affiliations during the past three (3) years; and

(ii) a description of any material pending legal or administrative proceeding in which the person is a party.

(2) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including:

(A) a statement describing any securities being offered in exchange for the equity securities of the target company; and

(B) if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all the parties.

(3) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to:

(A) liquidate the target company;

(B) sell its assets;

(C) effect its merger or consolidation; or

(D) make any other major change in its business, corporate structure, management or personnel.

(4) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly.

(5) Information as to any contracts, arrangements, understandings, or negotiations with any person concerning any equity security of the target company, including:

(A) transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits; or

(B) the giving or withholding of proxies;

naming the persons with whom those contracts, arrangements, or understandings have been entered into.

(6) Information as to any contracts, arrangements, understandings, or negotiations, with any officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in the person's present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer.

(7) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent the offerees initially disclosing the takeover offer.

(8) Any other information which the commissioner prescribes by rule.

(c) In addition to information required under subsection (a) or (b), a statement filed under this section must include the following information:

(1) A description of any contract between the offeror and a government (other than the United States, a state of the United States, a commonwealth or possession of the United States, a government in free association with the United States, or a political subdivision of a state) executed during the three (3) years preceding the date of the filing of the statement.

(2) A description of any subsidy received by the offeror from a goverment described in subdivision (1) during the three (3) years preceding the date of the filing of the statement.

(3) A list of any offices or appointments held under a government described in subdivision (1) by the offeror if the offeror is an individual, or by a member of the board of directors or principal officer if the offeror is a corporation.

As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.4.
Ind. Code § 23-16-7-6 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-6
Right to distribution
Status: in_force

Sec. 6. At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-17-12-9 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-9
Removal of director by vote of directors
Status: in_force

Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in articles of incorporation or bylaws.

However, a director elected by the board of directors to fill the vacancy of a director elected by the members may be removed without cause by the members but not by the board of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.118.
Ind. Code § 23-20-1-31 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-31
False or misleading statements; Level 5 felony
Status: in_force

Sec. 31. A person commits a Level 5 felony if the person knowingly makes or causes to be made:

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

(2) in any proceeding, investigation, or examination;

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

As added by P.L.114-2010, SEC.12. Amended by P.L.158-2013, SEC.268.
Ind. Code § 23-16-8-2 — Indiana Code / Title 23 / Article 16 / Chapter 8 / Section 23-16-8-2
Assignment of partnership interest
Status: in_force

Sec. 2. Unless otherwise provided in the partnership agreement:

(1) a partnership interest is assignable in whole or in part;

(2) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become a partner or to exercise any rights or powers of a partner;

(3) an assignment entitles the assignee to share in the profits and losses, to receive the distribution or distributions, and to receive the allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(4) a partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of the partner's partnership interest.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-1.5-1-7 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-7
"Foreign professional corporation"
Status: in_force

Sec. 7. "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under the law of another state or country.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-2-2.5-48 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-48
Public records; inspection; disclosure or use of information restricted; copies; destruction
Status: in_force

Sec. 48. (a) All registration notification forms, registration renewal forms, applications to amend registrations, reports, and other papers and documents filed with the commissioner under this chapter shall be open to public inspection. The commissioner may publish any information filed with or obtained by the commissioner. No provision of this chapter authorizes the commissioner or any of the commissioner's assistants, clerks, or deputies to disclose any information withheld from public inspection except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter or to other federal or state regulatory agencies. No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the commissioner or any of the commissioner's assistants, clerks, or deputies.

(b) It is unlawful for the commissioner or any of the commissioner's assistants, clerks, or deputies to use for personal benefit any information which is filed with or obtained by the commissioner and which is not then generally available to the public.

(c) Upon request, and at such reasonable charges as the commissioner prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified by the commissioner if certification is requested) of any document which is retained as a matter of public record, except that the commissioner shall not charge or collect any fee for photostatic or other copies of any document furnished to public officers for use in their official capacity.

(d) The commissioner may destroy any registration notification forms, together with the files and folders, as useless or obsolete, four (4) years after the date of registration; provided that a permanent record shall be maintained of any disciplinary action taken by the commissioner and of all orders issued under this chapter.

(e) Copies on microfilm or in other form which may be retained by the commissioner of any records destroyed under this section shall be accepted for all purposes as equivalent to the original when certified by the commissioner.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.15.
Ind. Code § 23-2.5-8-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-3
Contract rescission; consideration
Status: in_force

Sec. 3. (a) If a transaction for which a loan broker has charged a fee is rescinded by a person under the federal Truth in Lending Act (15 U.S.C. 1601-1667e) within twenty (20) calendar days after the date on which a notice of the rescission is delivered to the creditor, the loan broker shall return to the person any consideration received by the loan broker other than bona fide third party fees.

(b) For purposes of calculating the period during which a person may avoid a contract under IC 24-5-10-8 or IC 37-2-3-28, a contract with a loan broker is considered to be a sale of services that occurs on the date on which the person signs the written contract required by section 1 of this chapter.

As added by P.L.175-2019, SEC.2. Amended by P.L.115-2026, SEC.20.
Ind. Code § 23-17-25.5-3 — Indiana Code / Title 23 / Article 17 / Chapter 25.5 / Section 23-17-25.5-3
Restriction on reporting requirements; exceptions
Status: in_force

Sec. 3. (a) Except as otherwise specifically required or authorized by federal law, and except as provided in subsection (b), a:

(1) state agency; or

(2) state official;

may not impose on a charitable organization any filing or reporting requirements that are more stringent or burdensome than those imposed by, or authorized under, state or federal law.

(b) The limitation set forth in subsection (a) does not apply:

(1) to requirements imposed in connection with:

(A) state grants or contracts; or

(B) fraud investigations; or

(2) in connection with an enforcement action against a specific charitable organization.

As added by P.L.40-2023, SEC.1.
Ind. Code § 23-2-2.5-10 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-10
Repealed
Status: repealed

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.8-1993, SEC.310. Repealed by P.L.168-2001, SEC.16.
Ind. Code § 23-13-5-7 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-7
Nonappearing stockholders; determination of value of shares
Status: in_force

Sec. 7. Whenever a majority in value of the capital stock of any such corporation existing on March 3, 1909, shall have been assigned and turned over to the directors or trustees, as provided for in sections 5 and 6 of this chapter, the directors or trustees of such corporation may, if they see fit, cause to be filed in the circuit court or superior court, if any, of the county where the institution is located the petition of said institution, making defendant thereto any known stockholder or stockholders, as shown by the stock register of the corporation, or the stockholder's administrator and heirs (if the stockholder is dead) including the surviving spouse and any unknown heirs of such stockholder, and praying the court to appoint three (3) disinterested persons to estimate and appraise the fair cash value of the stock held by such persons. If it appear by affidavit that the name or residence of any stockholder or defendant is unknown or that the person is a nonresident of the state of Indiana, or that the person is believed to be dead and that the names of the person's surviving spouse and heirs or either are unknown, the clerk, by order of the court, shall cause a notice of the pendency of such action and the term at which the same will stand for trial to be published for three (3) weeks successively in some newspaper of general circulation printed in the English language and published in said county. And the value of such shares having been so appraised by said commissioners, by a vote of a majority thereof, when confirmed by the court, shall be final and conclusive upon all parties. And thereupon said corporation shall be decreed to be the purchaser and owner of such shares as against all parties served with notice or against whom or the unknown surviving spouse or heirs of whom publication was made as provided in this section, at and for the value of their respective shares as fixed by such appraisement; and said directors or trustees shall thereupon cause entry of such purchase and ownership to be noted upon the stock register of the corporation, and shall pay to the respective owners of such stock the value thereof as fixed by said appraisement whenever the owners shall present the certificate for such shares owned and assign the same to such corporation or the directors or trustees thereof.

Formerly: Acts 1909, c.52, s.6. As amended by P.L.34-1987, SEC.348.
Ind. Code § 23-14-45-2 — Indiana Code / Title 23 / Article 14 / Chapter 45 / Section 23-14-45-2
Injunctions
Status: in_force

Sec. 2. Upon the complaint of any person, another person shall be perpetually enjoined from locating or constructing a railroad 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.19.
Ind. Code § 23-4-1-40 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-40
Rules for distribution
Status: in_force

Sec. 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(a) The assets of the partnership are:

(I) The partnership property.

(II) The contribution of the partners specified in clause (d) of this paragraph.

(b) The liabilities of the partnership shall rank in order of payment, as follows:

(I) Those owing to creditors other than partners.

(II) Those owing to partners other than for capital and profits.

(III) Those owing to partners in respect of capital.

(IV) Those owing to partners in respect of profits.

(c) The assets shall be applied in the order of their declaration in clause (a) of this paragraph to the satisfaction of the liabilities.

(d) Except as provided in section 15(2) of this chapter, the partners shall contribute, as provided by section 18(a) of this chapter, the amount necessary to satisfy the liabilities; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in clause (d) of this paragraph.

(f) Any partner or his legal representative shall have the right to enforce the contributions specified in clause (d) of this paragraph, to the extent of the amount which he has paid in excess of his share of the liability.

(g) The individual property of a deceased partner shall be liable for the contributions specified in clause (d) of this paragraph.

(h) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

(i) Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:

(I) Those owing to separate creditors.

(II) Those owing to partnership creditors.

(III) Those owing to partners by way of contribution.

Formerly: Acts 1949, c.114, s.40. As amended by P.L.34-1987, SEC.304; P.L.230-1995, SEC.8.
Ind. Code § 23-1-25-3 — Indiana Code / Title 23 / Article 1 / Chapter 25 / Section 23-1-25-3
Issuance of shares; number; outstanding shares
Status: in_force

Sec. 3. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to IC 23-1-28.

(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

As added by P.L.149-1986, SEC.9.
Ind. Code § 23-18-5-2 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-2
Obligation to make capital contribution or other payment; compromise; effect; remedies or consequences of nonpayment
Status: in_force

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only:

(1) in compliance with a written operating agreement; or

(2) if a written operating agreement does not so provide, with the unanimous consent of the members.

(b) Any compromise does not affect the rights, if any, of any creditor of a limited liability company who, before the compromise, extends credit or acts in reliance on the obligation after the member signs a writing that reflects the obligation.

(c) An operating agreement may provide that a member who fails to make a capital contribution or other payment that the member is required to make is subject to specified remedies for or specified consequences of the failure. The remedy or consequence may include the following form:

(1) Reducing the defaulting member's interest in the limited liability company.

(2) Subordinating the defaulting member's interest in the limited liability company to that of nondefaulting members.

(3) A forced sale of the defaulting member's interest in the limited liability company.

(4) Forfeiture of the defaulting member's interest in the limited liability company.

(5) A loan by the nondefaulting members of the amount necessary to meet the commitment.

(6) A determination of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member's interest in the limited liability company at that value.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-54-1 — Indiana Code / Title 23 / Article 14 / Chapter 54 / Section 23-14-54-1
Time period for disposition
Status: in_force

Sec. 1. Subject to the rights of transportation and removal of dead human bodies or other disposition of dead human bodies, as provided by law, the remains of all individuals who die in Indiana or are shipped into Indiana shall be deposited:

(1) in the earth in an established cemetery;

(2) in a mausoleum;

(3) in a garden crypt; or

(4) in a columbarium;

within a reasonable time after death, except as ordered by the Indiana department of health.

As added by P.L.52-1997, SEC.28. Amended by P.L.56-2023, SEC.210.
Ind. Code § 23-1-37-9 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-9
Mandatory indemnification of director against expenses
Status: in_force

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-1-30-4 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-4
Beneficial owners of shares; recognition procedure; disclosure procedure
Status: in_force

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure.

(b) A corporation may establish a disclosure procedure by which the names of beneficial owners of its shares shall, to the extent not prohibited by law, be disclosed to the corporation. A corporation may not establish a procedure requiring disclosure of the names of the beneficial owners of a private trust created in good faith and not for the purpose of circumventing a disclosure procedure adopted pursuant to this section. The corporation may adopt reasonable sanctions to ensure compliance with its disclosure procedure, including without limitation:

(1) prohibiting the voting of;

(2) providing for mandatory or optional reacquisition of; or

(3) the withholding or payment into escrow of dividends with respect to;

shares as to which the beneficial owner's name is not disclosed as required by the disclosure procedure.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-1-20-4 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-4
"Conspicuous"
Status: in_force

Sec. 4. "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it. "Conspicuous" includes the following:

(1) Printing in italics or boldface or contrasting color.

(2) Typing in capitals or underlined.

(3) Placement of text in a separate or otherwise noticeable location.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-17-13-3 — Indiana Code / Title 23 / Article 17 / Chapter 13 / Section 23-17-13-3
Loans to and guarantees of obligations of directors or officers
Status: in_force

Sec. 3. (a) A corporation may not:

(1) lend money to; or

(2) guarantee the obligation of;

a director or an officer of the corporation.

(b) A loan or guaranty that is made in violation of this section does not affect the borrower's liability on the loan.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-54.5-4 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-4
"Verification information"
Status: in_force

Sec. 4. As used in this chapter, "verification information" means data required by the United States Department of Veterans Affairs to verify whether a deceased person is a veteran or a dependent of a veteran and is eligible for burial in a national or state cemetery, including:

(1) a copy of the person's or veteran's death certificate; and

(2) the person's or veteran's:

(A) name;

(B) service number;

(C) branch of service;

(D) military rank;

(E) Social Security number;

(F) date and place of birth; and

(G) date of death.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-1.5-1-5 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-5
"Bureau"
Status: in_force

Sec. 5. "Bureau" means the following:

(1) In the case of:

(A) an accounting professional;

(B) an architectural professional;

(C) an engineering professional;

(D) a health care professional;

(E) a real estate professional; or

(F) a veterinarian;

the Indiana professional licensing agency established by IC 25-1-5-3.

(2) In the case of an attorney, the state board of law examiners.

As added by P.L.239-1983, SEC.1. Amended by P.L.132-1984, SEC.1; P.L.169-1985, SEC.19; P.L.229-1995, SEC.1; P.L.1-2006, SEC.406.
Ind. Code § 23-0.5-2.5-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 2.5 / Section 23-0.5-2.5-2
Intent to file statement
Status: in_force

Sec. 2. A person may operate a CMRA in Indiana if the person delivers to the secretary of state for filing a CMRA intent to file statement signed by the person, which states:

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

(2) that the person is operating or is seeking to operate a CMRA in Indiana;

(3) the address of a place of business of the person that is located in Indiana;

(4) the electronic mail address of the person operating or seeking to operate a CMRA in Indiana; and

(5) that the person operating or seeking to operate a CMRA in Indiana agrees to follow the service agreement process established by the secretary of state.

As added by P.L.96-2025, SEC.5.
Ind. Code § 23-14-31-52 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-52
Violations; offenses
Status: in_force

Sec. 52. (a) Except as provided in subsections (b), (c), and (d), a person that knowingly or intentionally violates this chapter commits a Class B misdemeanor.

(b) A person that knowingly or intentionally:

(1) performs a cremation without receipt of a cremation authorization form signed by an authorizing agent;

(2) signs a cremation authorization form that the individual knows contains false or incorrect information; or

(3) violates a cremation procedure under sections 36 through 42 of this chapter;

commits a Level 6 felony.

(c) A crematory authority that knowingly represents to an authorizing agent or the agent's designee that a temporary container or urn contains the cremated remains of a specific decedent when the container or urn does not commits a Level 6 felony.

(d) A person:

(1) who:

(A) professes to the public to be a crematory authority; or

(B) operates a building or structure in Indiana as a crematory;

without being registered under section 22 of this chapter; or

(2) who fails to file an annual report required under section 24 of this chapter;

commits a Class A misdemeanor.

As added by P.L.231-1995, SEC.2. Amended by P.L.169-2003, SEC.2; P.L.158-2013, SEC.265.
Ind. Code § 23-17-19-4 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-4
Articles of merger; contents; effective date; filing
Status: in_force

Sec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:

(1) The name of the surviving corporation following the merger.

(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors.

(3) If approval by members was required, the following:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.

(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.

(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation's corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.

As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.
Ind. Code § 23-1-42-2 — Indiana Code / Title 23 / Article 1 / Chapter 42 / Section 23-1-42-2
"Control share acquisition" defined
Status: in_force

Sec. 2. (a) As used in this chapter, "control share acquisition" means the acquisition (directly or indirectly) by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.

(b) For purposes of this section, shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition.

(c) For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.

(d) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:

(1) Before January 8, 1986.

(2) Pursuant to a contract existing before January 8, 1986.

(3) Pursuant to the laws of descent and distribution.

(4) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this chapter.

(5) Pursuant to a merger or plan of share exchange effected in compliance with IC 23-1-40 if the issuing public corporation is a party to the agreement of merger or plan of share exchange.

(e) The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this chapter by or from:

(1) any person whose voting rights had previously been authorized by shareholders in compliance with this chapter; or

(2) any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for subsection (d);

does not constitute a control share acquisition, unless the acquisition entitles any person (directly or indirectly, alone or as a part of a group) to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.

As added by P.L.149-1986, SEC.26.
Ind. Code § 23-18-1-19 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-19
"State"
Status: in_force

Sec. 19. "State" refers to a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-17-25.7-1 — Indiana Code / Title 23 / Article 17 / Chapter 25.7 / Section 23-17-25.7-1
Definitions
Status: in_force

Sec. 1. The following definitions apply throughout this chapter:

(1) "Charitable organization" means any entity that is:

(A) recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code; and

(B) organized under IC 23-17-3.

(2) "Deceased" means a person who has:

(A) died; and

(B) designated a charitable organization as the beneficiary of an individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy.

(3) "Financial institution" means any:

(A) bank;

(B) trust company;

(C) corporate fiduciary;

(D) savings association;

(E) credit union;

(F) savings bank;

(G) bank of discount and deposit;

(H) industrial loan and investment company; or

(I) investment company;

organized or reorganized under Indiana law, the law of another state (as defined in IC 28-2-17-19), or United States law.

As added by P.L.220-2025, SEC.2.
Ind. Code § 23-19-6-3 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-3
Violations; injunctions; other remedies
Status: in_force

Sec. 3. (a) If the commissioner believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this article or a rule adopted or order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry in question is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or order issued under this article.

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

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

(2) order other appropriate or ancillary relief, which may include:

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

(B) ordering a receiver or conservator appointed under clause (A) to take charge and control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;

(C) imposing a civil penalty up to ten thousand dollars ($10,000) per violation and an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act; and

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

(3) order such other relief as the court considers appropriate.

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

(d) Penalties collected under this section shall be deposited in the securities division enforcement account established under section 1 of this chapter.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-13-10-2 — Indiana Code / Title 23 / Article 13 / Chapter 10 / Section 23-13-10-2
Addition or reduction in number of trustees
Status: in_force

Sec. 2. Any existing board of trustees of any such institution, university or college may add to or diminish the number of trustees thereof: Provided, The minimum number of such trustees shall be seven (7) and the maximum number twenty-five (25), said reduction or addition to be determined by a two-thirds (2/3) vote of the trustees.

Formerly: Acts 1897, c.125, s.2.
Ind. Code § 23-0.6-5-2 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-2
Plan of domestication; contents
Status: in_force

Sec. 2. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:

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

(2) the name and jurisdiction of formation of the domesticated entity;

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

(4) the proposed public organic record of the domesticated entity if it is a filing entity;

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

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

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

(b) In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-16-3-6 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-6
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Repealed by P.L.118-2017, SEC.65.
Ind. Code § 23-0.5-1.5-38 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-38
"Registered foreign entity"
Status: in_force

Sec. 38. "Registered foreign entity" means a foreign entity that is registered to do business in Indiana under a statement of registration filed by the secretary of state.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-70-3 — Indiana Code / Title 23 / Article 14 / Chapter 70 / Section 23-14-70-3
Distribution of accrued interest
Status: in_force

Sec. 3. The county auditor shall distribute the interest accrued on any cemetery fund or funds received under section 1 of this chapter on the last Monday of January of each year to the following person or persons:

(1) The trustee of the township in which an abandoned or unincorporated cemetery is located.

(2) The trustee of the township lying on the east or south of the cemetery if the cemetery is located on a county boundary or a township boundary.

(3) The treasurer of the board of directors of an incorporated cemetery.

As added by P.L.52-1997, SEC.44.