Ind. Code § 23-1-17-4 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-4
Application; foreign corporations
Status: in_force

Sec. 4. After July 31, 1987, this article applies to all foreign corporations that want to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1987, is subject to this article but is not required to obtain a new certificate of authority to transact business under this article.

As added by P.L.149-1986, SEC.1.
Ind. Code § 23-2-6-34 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-34
Administration of chapter
Status: in_force

Sec. 34. (a) The securities division of the office of the secretary of state shall administer this chapter.

(b) The commissioner and any employees of the commissioner may not do the following:

(1) Use for personal gain or benefit any information that:

(A) is filed with the commissioner or obtained by the commissioner; and

(B) is not public information.

(2) Conduct securities dealings or commodity dealings based on public or confidential information that is filed with the commissioner or obtained by the commissioner if there has not been a sufficient time for the securities markets or commodity markets to assimilate the information.

(c) Except as provided in subsection (d), all information that is collected, assembled, or maintained by the commissioner:

(1) is public information; and

(2) is available for inspection by the public.

(d) The following information is not public information and may not be made available by the commissioner for public inspection:

(1) Information obtained in private investigations under section 28(a) or 28(d) of this chapter.

(2) Information that:

(A) is obtained from a federal agency; and

(B) may not be disclosed under federal law.

(e) The commissioner shall have the discretion to disclose any information that is confidential under subsection (d)(1) to a person described in section 35(a) of this chapter.

(f) This chapter does not create or derogate any privilege that exists at common law, by statute, or otherwise, when any documentary evidence or other evidence is sought under subpoena directed to the commissioner or any employee of the commissioner.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-0.6-1.5-25 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-25
"Surviving entity"
Status: in_force

Sec. 25. "Surviving entity" means the entity that continues in existence after a merger under IC 23-0.6-2.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.33.
Ind. Code § 23-5-2-6 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-6
Officers, directors, and agents; books and records
Status: in_force

Sec. 6. Every such corporation shall, in the manner specified in its articles of incorporation, elect such officers, directors and agents as may be necessary to carry into operation the objects of its organization. It may adopt and prescribe rules and by-laws for the government of its officers, directors, agents and members, and shall keep a record of its proceedings, and books in which shall be kept correct accounts of all receipts and expenditures of such corporation, and semiannually a balance sheet containing a full, true and complete account of all such receipts and expenditures, shall be made out, signed by the president, attested by the clerk or secretary and recorded in a book to be kept for that purpose, and such book, and all other books in which the accounts of such corporation may be kept, shall be, during business hours, open to the examination and inspection of the members thereof, and shall keep a corporate seal, and such records or copies thereof, duly signed by the president, and attested by the secretary or clerk under its corporate seal, and verified by the affidavit of such president or clerk thereto annexed, may be given and read in evidence in any court when the interests of such corporation are concerned.

Formerly: Acts 1875, c.5, s.6.
Ind. Code § 23-0.6-4-4 — Indiana Code / Title 23 / Article 0.6 / Chapter 4 / Section 23-0.6-4-4
Amendment or abandonment of plan of conversion
Status: in_force

Sec. 4. (a) A plan of conversion of a domestic converting 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 its governing persons or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion 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, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;

(B) the public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 conversion has been approved and before articles of conversion become effective, the plan may be abandoned as provided in the plan or, unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. Articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. Articles of abandonment must contain:

(1) the name of the converting entity;

(2) the date on which articles of conversion were filed by the secretary of state; and

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

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-48.5-3 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-3
"Fund"
Status: in_force

Sec. 3. As used in this chapter, "fund" refers to the consumer protection fund for cemetery maintenance established by section 4 of this chapter.

As added by P.L.65-2007, SEC.3.
Ind. Code § 23-1-35-3 — Indiana Code / Title 23 / Article 1 / Chapter 35 / Section 23-1-35-3
Loan or guarantee to director
Status: in_force

Sec. 3. (a) Except as provided by subsection (c), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:

(1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or

(2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

(c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.

As added by P.L.149-1986, SEC.19.
Ind. Code § 23-14-50-1 — Indiana Code / Title 23 / Article 14 / Chapter 50 / Section 23-14-50-1
Application of chapter
Status: in_force

Sec. 1. (a) Except as provided in subsection (b), this chapter does not apply to:

(1) a cemetery owned by a municipal corporation or other governmental unit;

(2) a religious cemetery; or

(3) a cemetery:

(A) that is ten (10) acres or less in size;

(B) that is owned and operated entirely and exclusively by a nonprofit mutual association in existence on June 14, 1939; and

(C) in which burials have taken place before June 14, 1939.

(b) If a cemetery described in subsection (a)(3) directly or indirectly:

(1) constructs or permits to be constructed any structure, above or below ground, and offers interment rights in the structure for sale to the general public; or

(2) acquires:

(A) additional land; or

(B) an interest in additional land;

causing the cemetery to exceed ten (10) acres in size;

this chapter applies to the whole of the cemetery.

As added by P.L.52-1997, SEC.24.
Ind. Code § 23-0.5-1.5-43 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-43
"Transfer"
Status: in_force

Sec. 43. "Transfer" includes:

(1) an assignment;

(2) a conveyance;

(3) a sale;

(4) a lease;

(5) an encumbrance, including a mortgage or security interest;

(6) a gift; and

(7) a transfer by operation of law.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-1.5-40 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-40
"Represented entity"
Status: in_force

Sec. 40. "Represented entity" means:

(1) a domestic filing entity; or

(2) a registered foreign entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18.1-1-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 1 / Section 23-18.1-1-1
Application of article
Status: in_force

Sec. 1. This article is applicable to all series limited liability companies.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-6-4-21 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-21
Exemptions; securities registration; taxation; financial institutions regulation
Status: in_force

Sec. 21. (a) Any securities issued by a credit corporation are exempt from registration under, or compliance with, IC 23-19.

(b) Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by Indiana law are granted to a credit corporation.

(c) A credit corporation is exempt from regulation under, or compliance with, IC 28-1-1 through IC 28-1-23. However, the department of financial institutions shall conduct an annual examination of the credit corporation for the purpose of determining its financial condition.

As added by P.L.236-1985, SEC.1. Amended by P.L.27-2007, SEC.22.
Ind. Code § 23-16-11-4 — Indiana Code / Title 23 / Article 16 / Chapter 11 / Section 23-16-11-4
Expenses
Status: in_force

Sec. 4. (a) If a derivative action under this chapter is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff.

(b) If the plaintiff is awarded damages in an action under this chapter, the court shall make the award of reasonable expenses payable out of the plaintiff's total award and direct the plaintiff to remit the balance of the total award to the limited partnership. However, if the damages awarded to the plaintiff are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that part or all of the plaintiff's award of reasonable expenses be paid by the limited partnership.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-73-3 — Indiana Code / Title 23 / Article 14 / Chapter 73 / Section 23-14-73-3
Violation of chapter; Class C infraction
Status: in_force

Sec. 3. A person who violates section 2 of this chapter commits a Class C infraction.

As added by P.L.52-1997, SEC.47.
Ind. Code § 23-14-55-2 — Indiana Code / Title 23 / Article 14 / Chapter 55 / Section 23-14-55-2
Cemetery owner's authority to inter remains upon written authorization; priority among individuals as to power to authorize interment; persons who may not authorize; disputes
Status: in_force

Sec. 2. (a) Except as provided in subsection (c), the owner of a cemetery is authorized to inter, entomb, or inurn the body or cremated remains of a deceased human upon the receipt of a written authorization of an individual who professes either of the following:

(1) To be (in the priority listed) one (1) of the following:

(A) An individual granted the authority to serve in a funeral planning declaration executed by the decedent under IC 29-2-19, or the person named in a United States Department of Defense form "Record of Emergency Data" (DD Form 93) or a successor form adopted by the United States Department of Defense, if the decedent died while serving in any branch of the United States Armed Forces (as defined in 10 U.S.C. 1481) and completed the form.

(B) An individual specifically granted the authority in a power of attorney or a health care power of attorney executed by the decedent under IC 30-5-5-16 or a health care representative under IC 16-36-7.

(C) The individual who was the spouse of the decedent at the time of the decedent's death, except when:

(i) a petition to dissolve the marriage or for legal separation of the decedent and spouse is pending with a court at the time of the decedent's death, unless a court finds that the decedent and spouse were reconciled before the decedent's death; or

(ii) a court determines the decedent and spouse were physically and emotionally separated at the time of death and the separation was for an extended time that clearly demonstrates an absence of due affection, trust, and regard for the decedent.

(D) The decedent's surviving adult child or, if more than one (1) adult child is surviving, the majority of the adult children. However, less than half of the surviving adult children have the rights under this clause if the adult children have used reasonable efforts to notify the other surviving adult children of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving adult children.

(E) The decedent's surviving parent or parents. If one (1) of the parents is absent, the parent who is present has authority under this clause if the parent who is present has used reasonable efforts to notify the absent parent.

(F) The decedent's surviving sibling or, if more than one (1) sibling is surviving, the majority of the surviving siblings. However, less than half of the surviving siblings have the rights under this clause if the siblings have used reasonable efforts to notify the other surviving siblings of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving siblings.

(G) A guardian appointed by a court under IC 29-3-5-3.

(H) The individual in the next degree of kinship under IC 29-1-2-1 to inherit the estate of the decedent or, if more than one (1) individual of the same degree of kinship is surviving, the majority of those who are of the same degree. However, less than half of the individuals who are of the same degree of kinship have the rights under this clause if they have used reasonable efforts to notify the other individuals who are of the same degree of kinship of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the individuals who are of the same degree of kinship.

(I) If none of the persons described in clauses (A) through (H) are available, or willing, to act and arrange for the final disposition of the decedent's remains, a stepchild (as defined in IC 6-4.1-1-3(f)) of the decedent. If more than one (1) stepchild survives the decedent, then a majority of the surviving stepchildren. However, less than half of the surviving stepchildren have the rights under this subdivision if they have used reasonable efforts to notify the other stepchildren of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the stepchildren.

(J) The person appointed to administer the decedent's estate under IC 29-1.

(K) If none of the persons described in clauses (A) through (J) are available, any other person willing to act and arrange for the final disposition of the decedent's remains, including a funeral home that:

(i) has a valid prepaid funeral plan executed under IC 30-2-13 that makes arrangements for the disposition of the decedent's remains; and

(ii) attests in writing that a good faith effort has been made to contact any living individuals described in clauses (A) through (J).

(2) To have acquired by court order the right to control the disposition of the deceased human body or cremated remains.

The owner of a cemetery may accept the authorization of an individual only if all other individuals of the same priority or a higher priority (according to the priority listing in this subsection) are deceased, are barred from authorizing the disposition of the deceased human body or cremated remains under subsection (c), or are physically or mentally incapacitated from exercising the authorization, and the incapacity is certified to by a qualified medical doctor.

(b) An action may not be brought against the owner of a cemetery relating to the remains of a human that have been left in the possession of the cemetery owner without permanent interment, entombment, or inurnment for a period of three (3) years, unless the cemetery owner has entered into a written contract for the care of the remains.

(c) If:

(1) the death of the decedent appears to have been the result of:

(A) murder (IC 35-42-1-1);

(B) voluntary manslaughter (IC 35-42-1-3); or

(C) another criminal act, if the death does not result from the operation of a vehicle; and

(2) the coroner, in consultation with the law enforcement agency investigating the death of the decedent, determines that there is a reasonable suspicion that a person described in subsection (a) committed the offense;

the person referred to in subdivision (2) may not authorize the disposition of the decedent's body or cremated remains.

(d) The coroner, in consultation with the law enforcement agency investigating the death of the decedent, shall inform the cemetery owner of the determination referred to in subsection (c)(2).

(e) If a person vested with a right under subsection (a) does not exercise that right not less than seventy-two (72) hours after the person receives notification of the death of the decedent, the person forfeits the person's right to determine the final disposition of the decedent's remains and the right to determine final disposition passes to the next person described in subsection (a).

(f) A cemetery owner has the right to rely, in good faith, on the representations of a person listed in subsection (a) that any other individuals of the same degree of kinship have been notified of the final disposition instructions.

(g) If there is a dispute concerning the disposition of a decedent's remains, a cemetery owner is not liable for refusing to accept the remains of the decedent until the cemetery owner receives:

(1) a court order; or

(2) a written agreement signed by the disputing parties;

that determines the final disposition of the decedent's remains. If a cemetery agrees to shelter the remains of the decedent while the parties are in dispute, the cemetery may collect any applicable fees for storing the remains, including legal fees that are incurred.

(h) Any cause of action filed under this section must be filed in the probate court in the county where the decedent resided, unless the decedent was not a resident of Indiana.

(i) A spouse seeking a judicial determination under subsection (a)(1)(C)(i) that the decedent and spouse were reconciled before the decedent's death may petition the court having jurisdiction over the dissolution or separation proceeding to make this determination by filing the petition under the same cause number as the dissolution or separation proceeding. A spouse who files a petition under this subsection is not required to pay a filing fee.

As added by P.L.52-1997, SEC.29. Amended by P.L.102-2007, SEC.2; P.L.3-2008, SEC.170; P.L.143-2009, SEC.6; P.L.101-2010, SEC.2; P.L.34-2011, SEC.3; P.L.6-2012, SEC.163; P.L.190-2016, SEC.33; P.L.26-2021, SEC.2; P.L.50-2021, SEC.66; P.L.137-2021, SEC.29.
Ind. Code § 23-0.5-9-55 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-55
Copying and certifying copy of filed record
Status: in_force

Sec. 55. The secretary of state shall collect the following fees for copying and certifying the copy of any filed record:

(1) One dollar ($1) per page for copying.

(2) Fifteen dollars ($15) for certification.

The fees imposed under this section do not apply to any copies or certifications that are processed on the secretary of state's website.

As added by P.L.118-2017, SEC.5. Amended by P.L.23-2026, SEC.235.
Ind. Code § 23-2.5-6-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 6 / Section 23-2.5-6-7
Written examination; time to obtain license
Status: in_force

Sec. 7. If an individual does not obtain a license within two (2) years after the date on which the individual passes the written examination for the license as required by this chapter, the commissioner may not issue the license to the individual unless the individual passes the written examination again.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.5-1.5-28 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-28
"Person"
Status: in_force

Sec. 28. "Person" means an individual, business corporation, nonprofit corporation, general partnership, limited partnership, limited liability company, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-1-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 1 / Section 23-0.5-1-3
Application; exceptions
Status: in_force

Sec. 3. This article does not apply to:

(1) an agricultural cooperative formed under IC 15-12, except for purposes of IC 23-0.5-4;

(2) a business trust formed under IC 23-5-1, except for purposes of IC 23-0.5-4;

(3) an insurance company formed under IC 27-1-6; or

(4) a credit union formed under IC 28-7-1.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-1.5-42 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-42
"State"
Status: in_force

Sec. 42. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-14-2 — Indiana Code / Title 23 / Article 17 / Chapter 14 / Section 23-17-14-2
Duties
Status: in_force

Sec. 2. An officer shall perform the duties set forth in bylaws or, to the extent consistent with bylaws, the duties prescribed:

(1) in a resolution of the board of directors; or

(2) by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-4-8 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-8
Termination notice; transfer of employment or association; temporary registration; prevention or suspension of transfer; cancellation or termination of registration; reinstatement
Status: in_force

Sec. 8. (a) If an agent registered under this article terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this article terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

(b) If an agent registered under this article terminates employment by or association with a broker-dealer registered under this article and begins employment by or association with another broker-dealer registered under this article, or if an investment adviser representative registered under this article terminates employment by or association with an investment adviser registered under this article or a federal covered investment adviser that has filed a notice under section 5 of this chapter and begins employment by or association with another investment adviser registered under this article or a federal covered investment adviser that has filed a notice under section 5 of this chapter, then upon the filing by or on behalf of the registrant, within thirty (30) days after the termination, of an application for registration that complies with the requirement of section 6(a) of this chapter and payment of the filing fee required under section 10 of this chapter, the registration of the agent or investment adviser representative is:

(1) immediately effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve (12) months; or

(2) temporarily effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve (12) months.

(c) The commissioner may withdraw a temporary registration if there are or were grounds for discipline as specified in section 12 of this chapter and the commissioner does so within thirty (30) days after the filing of the application. If the commissioner does not withdraw the temporary registration within the thirty (30) day period, registration becomes automatically effective on the thirty-first day after filing.

(d) The commissioner may prevent or suspend the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (b)(2) based on the public interest and the protection of investors. The commissioner, by order, may also extend a temporary registration to permit further time to review the qualifications of an applicant.

(e) If the commissioner determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this article may require the registration be canceled or terminated or the application denied. The commissioner may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-0.6-4-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 4 / Section 23-0.6-4-3
Approval of plan of conversion
Status: in_force

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

(1) by a domestic converting entity:

(A) in accordance with the requirements, if any, in its organic rules for approval of a conversion;

(B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

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

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

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

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

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

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

(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-1.5-1-13 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-13
"Qualified trust"
Status: in_force

Sec. 13. "Qualified trust" means one (1) of the following:

(1) A trust of which the entire beneficial ownership is owned by a qualified person and the trustee is a qualified person.

(2) A voting trust established under IC 23-1-31, if the beneficial owner of any shares on deposit and the trustee of the voting trust are qualified persons.

(3) A charitable remainder unitrust or charitable remainder annuity trust that complies with each of the following conditions:

(A) Has one (1) or more current income recipients, all of whom are qualified persons.

(B) Has a trustee or an independent special trustee who:

(i) is a qualified person; and

(ii) has exclusive authority over the shares of the professional corporation while the shares are held in the trust.

(C) Has one (1) or more irrevocably designated charitable remaindermen, all of which must at all times:

(i) be domiciled; or

(ii) maintain a local chapter;

in Indiana.

(D) When distributing any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in Section 170(c) of the Internal Revenue Code that:

(i) are domiciled; or

(ii) maintain a local chapter;

in Indiana.

As added by P.L.239-1983, SEC.1. Amended by P.L.149-1986, SEC.46; P.L.172-1996, SEC.4.
Ind. Code § 23-18-1-11 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-11
"Limited liability company" or "domestic limited liability company"
Status: in_force

Sec. 11. "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association organized under this article.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-20-1-11 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-11
Persons eligible for restitution assistance
Status: in_force

Sec. 11. Except as otherwise provided in this chapter, the following persons are eligible for restitution assistance under this chapter:

(1) A resident of Indiana who is a victim of a securities violation committed:

(A) in Indiana; or

(B) in a jurisdiction other than Indiana, including a foreign country, if the jurisdiction in which the securities violation occurred does not offer to Indiana residents who are victims of securities violations in that jurisdiction assistance that is substantially similar to the assistance offered under this chapter.

(2) A nonresident of Indiana who is a victim of a securities violation committed in Indiana if the jurisdiction in which the victim resides offers to Indiana residents who are victims of securities violations in that jurisdiction assistance that is substantially similar to the assistance offered under this chapter.

(3) A surviving spouse or dependent child of a victim described in subdivision (1) or (2).

(4) Any other person legally dependent for principal support upon a victim described in subdivision (1) or (2).

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-14-33-28 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-28
"Niche"
Status: in_force

Sec. 28. "Niche" is a space in a columbarium that is:

(1) used; or

(2) intended to be used;

for the inurnment of the cremated remains of one (1) or more deceased individuals.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-1.3-2-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-3
"Benefit corporation"
Status: in_force

Sec. 3. "Benefit corporation" means a corporation to which both the following apply:

(1) The corporation has elected to become subject to this article.

(2) The status of the corporation as a benefit corporation has not been terminated.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2.5-1-9 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-9
"Depository institution"
Status: in_force

Sec. 9. "Depository institution" has the meaning set forth in the Federal Deposit Insurance Act (12 U.S.C. 1813(c)) and includes a credit union.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-17-4-1 — Indiana Code / Title 23 / Article 17 / Chapter 4 / Section 23-17-4-1
Authorized activities; corporations subject to regulation under other statutes
Status: in_force

Sec. 1. (a) A corporation incorporated under this article has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in an activity that is subject to regulation under another Indiana statute may incorporate under this article unless provisions for incorporation of corporations engaging in that activity exist under the other statute.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-6-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 6 / Section 23-2.5-6-2
Continuing academic education required for licensure
Status: in_force

Sec. 2. (a) To maintain a license issued under IC 23-2.5-4, an individual shall provide to the commissioner evidence that the individual has, during each calendar year after the year during which the license is initially issued, completed at least eight (8) hours of academic education that is acceptable to the commissioner and approved by the Nationwide Multistate Licensing System.

(b) The education hours required by subsection (a) must include the following:

(1) Three (3) hours of federal law and regulations concerning residential mortgage lending.

(2) Two (2) hours of ethics, including instruction on fraud, consumer protection, and fair lending practices.

(3) Two (2) hours of training concerning lending standards for nontraditional residential mortgage loan products.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1-36-2 — Indiana Code / Title 23 / Article 1 / Chapter 36 / Section 23-1-36-2
Powers and duties
Status: in_force

Sec. 2. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

As added by P.L.149-1986, SEC.20.
Ind. Code § 23-0.5-1.5-20 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-20
"Limited liability company"
Status: in_force

Sec. 20. "Limited liability company" means a domestic limited liability company formed under or subject to IC 23-18, a domestic series limited liability company formed under or subject to IC 23-18.1, a foreign limited liability company, or a foreign series limited liability company.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-31-20 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-20
"Temporary container" defined
Status: in_force

Sec. 20. As used in this chapter, "temporary container" means a receptacle:

(1) for cremated remains;

(2) that is composed of cardboard, plastic, or similar material;

(3) that can be secured to prevent leakage or spillage of the cremated remains or the entrance of foreign material; and

(4) that is a single container of sufficient size to hold the cremated remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-17-19-4.5 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-4.5
Amendment or abandonment of plan of merger
Status: in_force

Sec. 4.5. (a) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be amended in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

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

As added by P.L.118-2017, SEC.90.
Ind. Code § 23-14-33-20 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-20
"Garden crypt"
Status: in_force

Sec. 20. (a) "Garden crypt" means a structure or building that is:

(1) used; or

(2) intended to be used;

for the entombment or inurnment of human remains in crypts, vaults, or niches, in which entombment or inurnment is done from the exterior of the structure or building.

(b) The term includes a columbarium within a garden crypt.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-2-2.5-22 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-22
Experts
Status: in_force

Sec. 22. The commissioner may accept and act upon the opinions, appraisals, or reports of any experts which may be presented by a franchisor or any interested party, on any question of fact concerning the franchises proposed to be offered or sold. The commissioner may also have any or all matters concerning those franchises investigated, appraised, passed upon or certified to the commissioner by any experts selected by the commissioner, at the expense of the franchisor.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.11.
Ind. Code § 23-4-1-29 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-29
Dissolution defined
Status: in_force

Sec. 29. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Formerly: Acts 1949, c.114, s.29.
Ind. Code § 23-2-6-25 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-25
Liability; violation of chapter
Status: in_force

Sec. 25. (a) The act, omission, or failure of any official, agent, or other person acting for an individual, an association, a partnership, a limited liability company, a corporation, or a trust within the scope of the official's, agent's, or person's employment or office constitutes the act, omission, or failure of both:

(1) the individual, association, partnership, limited liability company, corporation, or trust; and

(2) the official, agent, or person.

(b) Except as provided in subsection (c), the following are jointly and severally liable for the violation of this chapter by a person and are liable to the same extent as the person:

(1) Each person who directly or indirectly controls the person who committed the violation.

(2) Each partner, officer, and director of the person who committed the violation.

(3) Each person occupying a similar status or performing a similar function as a partner, officer, or director described in subdivision (2).

(4) Each person who:

(A) is an employee of the person who committed the violation; and

(B) materially aids in the violation.

(c) A person is not liable under subsection (b) if the person proves that the person:

(1) did not know; and

(2) in exercise of reasonable care could not have known;

of the existence of the facts on which the liability is alleged to exist.

As added by P.L.177-1991, SEC.10. Amended by P.L.8-1993, SEC.316.
Ind. Code § 23-1.3-10-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 10 / Section 23-1.3-10-3
Audit or certification not required
Status: in_force

Sec. 3. The following are not required to be audited or certified by a third party:

(1) The benefit report.

(2) The assessment of the performance of the benefit corporation in the benefit report described in section 1(2) of this chapter.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-37-3 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-3
"Expenses" defined
Status: in_force

Sec. 3. As used in this chapter, "expenses" include counsel fees.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-1-29-4.5 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-4.5
Repealed
Status: repealed

As added by P.L.213-2003, SEC.1. Repealed by P.L.133-2009, SEC.42.
Ind. Code § 23-19-7-3 — Indiana Code / Title 23 / Article 19 / Chapter 7 / Section 23-19-7-3
"Fund"
Status: in_force

Sec. 3. As used in this chapter, "fund" refers to the securities restitution fund established by IC 23-20-1-25.

As added by P.L.85-2012, SEC.6.
Ind. Code § 23-17-1-5 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-5
References
Status: in_force

Sec. 5. All references to this article in the articles of incorporation, bylaws, and other rules that govern the internal affairs of a nonprofit corporation are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.118-2017, SEC.85.
Ind. Code § 23-17-2-13 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-13
"Foreign corporation"
Status: in_force

Sec. 13. "Foreign corporation" means a corporation incorporated as a nonprofit corporation under a law other than an Indiana law.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-4.3-1 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-1
Definitions
Status: in_force

Sec. 1. The following definitions apply throughout this chapter:

(1) "Authorized provider" means a person that NASAA or its designee has authorized to provide continuing education content.

(2) "Credit" means a unit that has been designated by NASAA as at least fifty (50) minutes of educational instruction.

(3) "Ethics and professional responsibility continuing education content" means NASAA approved investment adviser representative continuing education content that addresses an investment adviser representative's ethical and regulatory obligations.

(4) "FINRA" refers to the Financial Industry Regulatory Authority.

(5) "Home state" means the state where the principal office and place of business of an investment adviser representative is located.

(6) "NASAA" refers to the North American Securities Administrators Association or a committee designated by its board of directors.

(7) "Products and practice continuing education content" means NASAA approved investment adviser continuing education content that addresses an investment adviser representative's continuing skills and knowledge regarding:

(A) financial products;

(B) investment features; and

(C) practices;

in the investment advisory industry.

(8) "Reporting period" means one (1) twelve (12) month period as determined by NASAA.

(9) "Series 7 examination" means the general securities representative examination administered by FINRA.

(10) "Series 63 examination" means the uniform securities agent state law examination administered by FINRA.

(11) "Series 65 examination" means the uniform investment adviser law examination administered by FINRA.

(12) "Series 66 examination" means the uniform combined state law examination administered by FINRA.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-0.5-1.5-18 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-18
"Jurisdiction"
Status: in_force

Sec. 18. "Jurisdiction", used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-27-2 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-2
Member's right to inspect and copy records
Status: in_force

Sec. 2. (a) Subject to subsection (e) and section 3(c) of this chapter, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, the records of the corporation described in section 1(e) of this chapter if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member desires to inspect and copy.

(b) Subject to subsection (e), a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member desires to inspect and copy:

(1) Excerpts from records required to be maintained under section 1(a) of this chapter, to the extent not subject to inspection under subsection (a).

(2) Accounting records of the corporation.

(3) Subject to section 5 of this chapter, the membership list.

(c) A member may inspect and copy the records identified in subsection (b) only if the following conditions exist:

(1) The member's demand is made in good faith and for a proper purpose.

(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect.

(3) The records are directly connected with the purpose.

(d) This section does not affect the following:

(1) The rights of a member to inspect records under IC 23-17-11-1 or, if the member is in litigation with the corporation, to the same extent as any other litigant.

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

(e) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy a corporate record.

(f) The articles of incorporation of a corporation may limit or abolish the following:

(1) The right of a member to obtain from the corporation information as to the identity of contributors to the corporation.

(2) The right of a member or the member's agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to other members through the corporation at the expense of the member making the request.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-7-8-6 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-6
Required disclosures at time of solicitation; written confirmation
Status: in_force

Sec. 6. (a) A professional solicitor subject to registration under this chapter or a person who is employed to solicit or act on behalf of a professional solicitor subject to registration under this chapter shall disclose at the time of the solicitation and before the donor agrees to make a contribution:

(1) the name and, upon request, the address of the charitable organization that is being represented;

(2) the fact that the person soliciting the contribution is, or is employed by, a professional solicitor, and the fact that the professional solicitor is compensated;

(3) the full name of the professional solicitor and, upon request, the telephone number the person being solicited can call to confirm the information provided under this section; and

(4) the charitable purpose for which the funds are being raised.

(b) If a person solicits in writing or in person, the disclosures required by subsection (a)(1) and (a)(2) shall be in writing. If a person solicits by telephone, the disclosures required by subsection (a)(1) and (a)(2) shall be made orally.

(c) A written confirmation shall be mailed within ten (10) days after each solicitation in which a contribution has been given. This confirmation must include the disclosures required under subsection (a)(1) and (a)(2).

(d) All disclosures required by this section must be clear and conspicuous.

(e) A contributor has the right to cancel a pledge for monetary contribution at any time prior to making the contribution.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.3; P.L.24-1989, SEC.6; P.L.48-1998, SEC.4.
Ind. Code § 23-7-7-3 — Indiana Code / Title 23 / Article 7 / Chapter 7 / Section 23-7-7-3
Exemption from taxation
Status: in_force

Sec. 3. Property acquired under this chapter is exempt from taxation.

[Pre-Local Government Recodification Citation: 18-5-15-1 part.]

As added by Acts 1981, P.L.11, SEC.129.
Ind. Code § 23-14-69-3 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-3
Care and maintenance
Status: in_force

Sec. 3. A township trustee shall care for and maintain each cemetery to which this chapter applies that is located in the township. The duties of a township trustee under this chapter include the following:

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

(2) Removing all unsightly accumulations and debris.

(3) Resetting and straightening all monuments.

(4) Leveling and seeding the ground.

(5) Mowing the lawn.

As added by P.L.52-1997, SEC.43. Amended by P.L.2-2008, SEC.49; P.L.162-2021, SEC.9.
Ind. Code § 23-2.5-4-12 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-12
Electronic surety bond
Status: in_force

Sec. 12. A loan broker shall maintain an electronic surety bond that:

(1) is satisfactory to the commissioner;

(2) is in the amount of sixty thousand dollars ($60,000); and

(3) covers the activities of each manager and mortgage loan originator employed by the loan broker.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.17.
Ind. Code § 23-1-48-1 — Indiana Code / Title 23 / Article 1 / Chapter 48 / Section 23-1-48-1
Deposit of assets; payment to claimant
Status: reserved

Sec. 1. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay the creditor, claimant, or shareholder or a representative of the creditor, claimant, or shareholder that amount.

As added by P.L.149-1986, SEC.32.
Ind. Code § 23-14-65-6 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-6
Powers and duties of legislative body
Status: in_force

Sec. 6. (a) The legislative body of a municipality has control and management of a cemetery that is:

(1) owned by the municipality; and

(2) located within five (5) miles of the municipality.

(b) The powers and duties of the legislative body under this section include the following:

(1) The collection, preservation, and payment of all money, funds, securities, obligations, and property of any kind related to cemetery purposes.

(2) The protection of cemeteries and the sanctity of the dead.

(3) The regulation or prohibition of the interment of bodies.

(4) The authorization of the removal of buried bodies or whole cemeteries to some other place.

(c) The powers of the legislative body of a municipality under this section remain in effect by ordinance or resolution despite the repeal of Acts 1927, c. 7.

(d) The legislative body must review the status of the control and management of a cemetery for which it is responsible under subsection (a) at least once every ten (10) years.

As added by P.L.52-1997, SEC.39. Amended by P.L.113-2022, SEC.10.
Ind. Code § 23-0.5-5-6 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-6
Foreign entity name
Status: in_force

Sec. 6. (a) A foreign entity whose name does not comply with IC 23-0.5-3-1 for an entity of its type may not register to do business in Indiana until it adopts, for the purpose of doing business in Indiana, an alternate name that complies with IC 23-0.5-3-1. A registered foreign entity that registers under an alternate name under this subsection need not comply with IC 23-0.5-3-4. After registering to do business in Indiana with an alternate name, a registered foreign entity shall do business in Indiana under:

(1) the alternate name; or

(2) a name the entity is authorized to use under IC 23-0.5-3-4.

(b) If a registered foreign entity changes its name to a name that does not comply with IC 23-0.5-3-1, it may not do business in Indiana until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with IC 23-0.5-3-1.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.17.
Ind. Code § 23-16-4-4 — Indiana Code / Title 23 / Article 16 / Chapter 4 / Section 23-16-4-4
Person erroneously believing to be limited partner
Status: in_force

Sec. 4. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership, and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within sixty (60) days after ascertaining the mistake, that person:

(1) in the case of a person who wishes to be a limited partner, causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) in the case of a person who wishes to withdraw from the partnership, takes such action as may be necessary to withdraw.

(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership before the occurrence of either of the events referred to in subsection (a) if the third party:

(1) actually believed in good faith that the person was a general partner at the time of the transaction;

(2) acted in reasonable reliance on that belief; and

(3) extended credit to the partnership in reasonable reliance on the credit of that person.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-1.5-3-2 — Indiana Code / Title 23 / Article 1.5 / Chapter 3 / Section 23-1.5-3-2
Authority to purchase shares from disqualified persons
Status: in_force

Sec. 2. A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or earned surplus for the purchase; however, no purchase of or payment for its own shares may be made at a time when the corporation is insolvent or when the purchase or payment would make it insolvent.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-1-20-16 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-16
"Means"
Status: in_force

Sec. 16. "Means" denotes an exhaustive definition.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-0.5-5-12 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-12
Application for reinstatement; effective date
Status: in_force

Sec. 12. (a) An entity that has had its registration revoked under section 11(b) of this chapter may, not later than five (5) years after the effective date of the revocation, apply to the secretary of state for reinstatement. The application for reinstatement must include all the following:

(1) The name of the entity.

(2) The effective date of the revocation of the entity's registration.

(3) A statement that the ground or grounds for revocation of the entity's registration either did not exist or have been eliminated.

(4) A statement that the entity's name satisfies the requirements of IC 23-0.5-3-1 or section 6 of this chapter.

(5) A certificate from the department of state revenue stating that all taxes owed by the entity have been paid.

(b) If the secretary of state determines that the application contains the information required under subsection (a) and that the information is correct, the secretary of state shall:

(1) cancel the certificate of revocation of the entity's registration;

(2) prepare a certificate of reinstatement that specifies:

(A) that the revocation of the entity's registration has been canceled; and

(B) the date that the reinstatement is effective; and

(3) file the original certificate of reinstatement.

(c) When the certificate of reinstatement is effective, the certificate of reinstatement relates back to and is considered to take effect as of the effective date of the revocation of the entity's registration and the entity resumes carrying on its business as if the revocation of the entity's registration had never occurred.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.21.
Ind. Code § 23-1.3-10-6 — Indiana Code / Title 23 / Article 1.3 / Chapter 10 / Section 23-1.3-10-6
Delivery to secretary of state for filing
Status: in_force

Sec. 6. (a) The benefit corporation shall deliver, concurrently with the delivery of the benefit report to shareholders under section 4 of this chapter, a copy of the benefit report to the secretary of state for filing. However, the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state.

(b) The fee established in IC 23-0.5-9-6 applies to an annual benefit report delivered for filing under this section.

As added by P.L.93-2015, SEC.3. Amended by P.L.149-2016, SEC.69; P.L.118-2017, SEC.28.
Ind. Code § 23-1-43-11 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-11
"Market value" defined
Status: in_force

Sec. 11. As used in this chapter, "market value", when used in reference to shares or property of any resident domestic corporation, means the following:

(1) In the case of shares, the highest closing sale price of a share during the thirty (30) day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty (30) day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.

(2) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-17-32-4 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-4
"Person"
Status: in_force

Sec. 4. As used in this chapter, "person" has the meaning set forth in IC 23-17-2-20.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-0.5-9-11 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-11
Certificate of amendment; domestic limited partnership
Status: in_force

Sec. 11. The secretary of state shall collect the following fees for filing a certificate of amendment for a domestic limited partnership:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-69-7 — Indiana Code / Title 23 / Article 14 / Chapter 69 / Section 23-14-69-7
Duties of township trustee
Status: in_force

Sec. 7. (a) When a township acquires title to land by donation, purchase, or otherwise for a public cemetery, the trustee of the township shall:

(1) lay out the land in lots with streets and walks;

(2) plat the land; and

(3) record the plat in the office of the recorder of the county.

(b) For recording a plat under subsection (a), the recorder shall collect the same fees as are allowed for similar recordings.

(c) The lots laid out and platted under subsection (a) must be numbered. A specific part of the lots must be:

(1) set apart; and

(2) designated on the plat;

for a potter's field.

(d) After the plat has been recorded, the township trustee shall appoint:

(1) one (1) disinterested freeholder of the township; and

(2) one (1) disinterested appraiser licensed under IC 25-34.1;

who are residents of Indiana to appraise and fix the value of all the lots on the plat, except the part assigned to the potter's field under subsection (c). The appraisal shall be filed with and preserved by the township trustee.

As added by P.L.52-1997, SEC.43. Amended by P.L.113-2006, SEC.18.
Ind. Code § 23-1-43-16 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-16
"Subsidiary" defined
Status: in_force

Sec. 16. As used in this chapter, "subsidiary" of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares entitled to be cast are owned (directly or indirectly) by the resident domestic corporation.

As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.123.
Ind. Code § 23-10-2-14 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-14
Revival of dissolved corporation
Status: in_force

Sec. 14. When any society within the meaning of this chapter shall have been dissolved from any cause, a majority of the persons interested in the society may revive the same, within five (5) years after such dissolution, by electing a new board of trustees, and making record of such election in the recorder's office of the proper county, as provided in this chapter. And whenever, from any cause, any church or religious society holding and possessing property within the meaning of this chapter shall have been dissolved, the annual or quarterly conference, or other ecclesiastical body to which such church or religious society is directly subordinate, shall have power to appoint trustees, in accordance with the customs and usages of said church, to take charge and control of the property of said church or society until it shall be revived as contemplated by this chapter.

Formerly: Acts 1852, 1RS, c.101, s.14; Acts 1855, c.107, s.1. As amended by P.L.34-1987, SEC.338; P.L.136-2018, SEC.136.
Ind. Code § 23-2.5-1-35 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-35
"Residential real estate"
Status: in_force

Sec. 35. "Residential real estate" means real property:

(1) that is located in Indiana; and

(2) upon which a dwelling is constructed or intended to be constructed.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-12-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 12 / Section 23-2.5-12-4
Effect of repeal on certain items in effect
Status: in_force

Sec. 4. (a) This section applies to the extent that:

(1) a statement of policy;

(2) an administrative order;

(3) a rule;

(4) an interpretive opinion;

(5) a declaratory ruling;

(6) a no-action determination;

(7) a condition; or

(8) another action of the commissioner under IC 23-2-5, before its repeal;

does not conflict with IC 23-2.5-1 through IC 23-2.5-11.

(b) An item described in subsection (a) that:

(1) under IC 23-2-5, before its repeal; and

(2) before July 1, 2019;

is placed on or affects a license issued under IC 23-2-5, before its repeal, remains in effect until the date on which the item described in subsection (a) is amended, revoked, or vacated by the commissioner.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-31-16 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-16
"Human remains" defined
Status: in_force

Sec. 16. As used in this chapter, "human remains" means the body or a part of the body of an individual, including human remains that have been cremated.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-17-17-3 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-3
Adding or changing required or permitted provision; deleting provision not required
Status: in_force

Sec. 3. (a) A corporation may amend the corporation's articles of incorporation to do any of the following:

(1) Add or change a provision that is required or permitted in the articles.

(2) Delete a provision not required in the articles.

(b) Whether a provision is required or permitted in the articles must be determined as of the effective date of the amendment.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-65-13.7 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-13.7
Cemetery caretaker vacancy
Status: in_force

Sec. 13.7. (a) If a cemetery caretaker is appointed under section 13.5 of this chapter and the position becomes vacant, the executive of the municipality shall nominate a new cemetery caretaker not later than ninety (90) days after the position becomes vacant.

(b) If the executive of a municipality fails to nominate a new cemetery caretaker in the time period specified in subsection (a), the legislative body of the municipality may nominate and vote on a new cemetery caretaker using the procedure set forth in section 13.5 of this chapter.

As added by P.L.113-2022, SEC.13.
Ind. Code § 23-1-52-3 — Indiana Code / Title 23 / Article 1 / Chapter 52 / Section 23-1-52-3
Inspection by agent or attorney; copies; costs; list of shareholders
Status: in_force

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

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

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

(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 2(b)(3) of this chapter by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.

As added by P.L.149-1986, SEC.36.
Ind. Code § 23-14-68-4 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-4
Appropriations for maintenance and for financial assistance; cemetery tax
Status: in_force

Sec. 4. (a) The township:

(1) shall appropriate enough money to provide for the care, repair, and maintenance of each cemetery described in section 1(a) of this chapter that is located within the township; and

(2) may appropriate enough money to provide for maintenance of a cemetery described in section 1(b) of this chapter to which the trustee of the township provides assistance under section 4.5 of this chapter.

Funds shall be appropriated under this subsection in the same manner as other township appropriations.

(b) The township may levy a township cemetery tax to create a fund for maintenance of cemeteries under this chapter. If a fund has not been provided for maintenance of cemeteries under this chapter, part of the township fund may be used.

As added by P.L.52-1997, SEC.42. Amended by P.L.14-2018, SEC.10.
Ind. Code § 23-1.5-1-3 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-3
"Architectural or engineering professional"
Status: in_force

Sec. 3. "Architectural or engineering professional" means an individual who is registered as:

(1) an architect under IC 25-4-1;

(2) a landscape architect under IC 25-4-2;

(3) a professional engineer under IC 25-31-1; or

(4) a professional surveyor under IC 25-21.5.

As added by P.L.239-1983, SEC.1. Amended by P.L.23-1991, SEC.5; P.L.57-2013, SEC.22.
Ind. Code § 23-1.5-3-3 — Indiana Code / Title 23 / Article 1.5 / Chapter 3 / Section 23-1.5-3-3
Transfer or purchase of shares from disqualified persons; procedure
Status: in_force

Sec. 3. (a) Whenever:

(1) a shareholder of a professional corporation dies;

(2) a shareholder of a professional corporation becomes a disqualified person;

(3) a charitable remainder unitrust or charitable remainder annuity trust that holds shares of a professional corporation becomes a disqualified person; or

(4) shares of a professional corporation are transferred by operation of law or court decree to a disqualified person;

the shares of the deceased shareholder or disqualified person may be transferred to a qualified person. If the shares are not so transferred, the shares shall be purchased or redeemed by the corporation to the extent of funds that may legally be made available for the purchase, as provided in section 2 of this chapter.

(b) Within five (5) months after such death or thirty (30) days after such a disqualification or transfer, if the price and method of payment for such shares is not fixed or ascertainable by the articles of incorporation or bylaws of the corporation or by private agreement, the corporation shall make a written offer to pay for the shares at a specified price determined by the corporation to be the fair value of the shares as of the date of the death, disqualification, or transfer. The offer:

(1) shall be given to the disqualified person, which, in the case of a deceased shareholder, is the executor, administrator, or heirs at law if there is no executor or administrator; and

(2) must be accompanied by:

(A) a balance sheet of the corporation, as of the latest available date and not more than twelve (12) months before the making of the offer; and

(B) an income statement of the corporation for the twelve (12) month period ending on the date of the balance sheet.

(c) If the fair value of the shares is agreed upon between the disqualified person and the corporation within thirty (30) days after the date of the written offer from the corporation, payment for the shares shall be made upon surrender of the certificate or certificates representing the shares:

(1) within sixty (60) days after the date of the offer; or

(2) at such other time as the parties may fix by agreement.

Upon payment of the agreed value, the disqualified person ceases to have any interest in the shares.

(d) If the disqualified person and the corporation do not agree on the fair value of the shares within thirty (30) days after the corporation's written offer, the following procedures apply:

(1) The disqualified person may make written demand within sixty (60) days after the date of the corporation's written offer that the corporation file a petition in the circuit or superior court in the county where the principal office of the corporation is located, requesting that the fair value of the shares be determined. The corporation shall file a petition under this subdivision within thirty (30) days after receipt of written demand from the disqualified person. If the corporation fails to institute the proceeding as required by this subdivision, the disqualified person may do so within sixty (60) days after delivery of the written demand to the corporation.

(2) If the corporation so elects at any time within sixty (60) days after the date of the corporation's written offer, it may file a petition for the determination of the fair value of the shares in the circuit or superior court in the county where the principal office of the corporation is located.

(3) The disqualified person shall be made a party to any proceeding under this subsection.

(4) All proceedings instituted under this subsection shall be governed by the Indiana rules of trial procedure.

(5) In a proceeding under this subsection, the court may appoint one (1) or more persons as appraisers to receive evidence and make a recommendation to the court on the question of the fair value of the shares. The appraisers have such authority as shall be specified in the appointment order of the court.

(e) In a proceeding under subsection (d), the disqualified person is entitled to judgment against the corporation for the amount of the fair value of his shares as of the date of death, disqualification, or transfer, upon surrender to the corporation of the certificate or certificates representing the shares. The court may order that the judgment be paid by the corporation in such installments as the court determines to be fair and just. The judgment may include an allowance for interest, not to exceed the legal rate of interest for judgments specified in IC 24-4.6-1-101, from the date of death, disqualification, or transfer.

(f) Except as provided in this subsection, the costs and expenses of any proceeding under subsection (d) shall be determined by the court and shall be assessed against the corporation. If the fair value of the shares as determined by the court does not exceed the amount specified in the last written offer made by the corporation, the court may assess all or any part of the costs and expenses of the proceeding against the disqualified person. For purposes of this subsection, expenses include:

(1) reasonable compensation for and reasonable expenses of the appraisers; and

(2) reasonable fees and expenses of counsel.

(g) If a purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within ten (10) months after the death of the deceased shareholder or within five (5) months after the disqualification or transfer, the corporation shall immediately cancel the shares on its books, and the disqualified person as of the date of cancellation has no further interest as a shareholder in the corporation other than his right to payment for such shares under this section. A corporation may not cancel its shares if a petition for a determination of fair value has been filed under this section in a circuit or superior court.

(h) Shares acquired by a corporation:

(1) in payment of the agreed value for the shares; or

(2) in payment of a judgment entered for the payment of those shares, as provided in this section;

may be held and disposed of by the corporation as in the case of other treasury shares.

(i) Any provision regarding purchase, redemption, or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement is specifically enforceable in the courts of this state.

(j) This section does not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

As added by P.L.239-1983, SEC.1. Amended by P.L.172-1996, SEC.5.
Ind. Code § 23-0.5-4-11 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-11
Duties
Status: in_force

Sec. 11. The only duties under this chapter of a registered agent that has complied with this chapter are:

(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;

(2) to provide the notices required by this article to the entity at the address most recently supplied to the agent by the entity;

(3) if the agent is a noncommercial registered agent, to keep current the information required by section 3(b) of this chapter in the most recent registered agent filing for the entity; and

(4) if the agent is a commercial registered agent, to keep current the information listed for it under section 4(a) of this chapter.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-15-3 — Indiana Code / Title 23 / Article 17 / Chapter 15 / Section 23-17-15-3
Notice of meeting
Status: in_force

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, regular meetings of a board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless articles of incorporation or bylaws provide otherwise, special meetings of the board of directors must be preceded by notice of at least two (2) days to each director of the date, time, and place of the meeting. The notice is not required to describe the purpose of the special meeting unless required by articles of incorporation or bylaws.

(c) Unless articles of incorporation or bylaws provide otherwise:

(1) the presiding officer of a board of directors;

(2) the president; or

(3) twenty percent (20%) of the directors then in office;

may call and give notice of a meeting of the board of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.10.
Ind. Code § 23-4-3-1 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-1
Settling and closing affairs
Status: in_force

Sec. 1. In case of the death of one (1) partner, the surviving partner or partners shall proceed to settle and close up, as speedily as may be practicable, the partnership affairs, in accordance with the law in force and the provisions of this chapter.

Formerly: Acts 1877, c.86, s.1. As amended by P.L.34-1987, SEC.320.
Ind. Code § 23-14-31-31 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-31
Cancellation by authorizing agent and instructions for alternative disposition
Status: in_force

Sec. 31. After an authorizing agent has executed a cremation authorization form, the authorizing agent may revoke the authorization and instruct the crematory authority to cancel the cremation and to release or deliver the human remains to another crematory authority or funeral home. The instructions must be provided to the crematory authority in writing. A crematory authority must comply with instructions given to the authority by an authorizing agent under this section if the crematory authority receives the instructions before beginning the cremation of the human remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-6-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 6 / Section 23-0.5-6-2
Administrative dissolution
Status: in_force

Sec. 2. (a) If the secretary of state determines that one (1) or more grounds exist under section 1 of this chapter for administratively dissolving an entity, business trust, or agricultural cooperative, the secretary of state shall provide to the entity written notice of the determination unless the secretary of state:

(1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and

(2) determines that the secretary of state's office has no record of the filing entity's principal office address.

(b) If a domestic filing entity, not later than sixty (60) days after receiving the notice provided under subsection (a), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the certificate and provide to the entity a copy of the certificate.

(c) A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except:

(1) to apply for reinstatement under section 3 of this chapter; or

(2) as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law as follows:

(A) For corporations, under:

(i) IC 6-8.1-10-9;

(ii) IC 23-1-45-5;

(iii) IC 23-1-45-6; and

(iv) IC 23-1-45-7.

(B) For nonprofit corporations, under:

(i) IC 6-8.1-10-9;

(ii) IC 23-17-22-5;

(iii) IC 23-17-22-6; and

(iv) IC 23-17-22-7.

(C) For limited liability companies, under:

(i) IC 23-18-9-3;

(ii) IC 23-18-9-4;

(iii) IC 23-18-9-5;

(iv) IC 23-18-9-6;

(v) IC 23-18-9-8;

(vi) IC 23-18-9-9; and

(vii) IC 23-18-9-10.

(D) For limited partnerships, under:

(i) IC 23-16-9-3; and

(ii) IC 23-16-9-4.

(E) For limited liability partnerships, under:

(i) IC 23-4-1-36; and

(ii) IC 23-4-1-37.

(d) The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.24; P.L.177-2019, SEC.9; P.L.206-2021, SEC.2; P.L.156-2023, SEC.7.
Ind. Code § 23-18-5-9 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-9
Status of member entitled to receive distribution
Status: in_force

Sec. 9. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-65-1 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-1
"Cemetery board" defined
Status: in_force

Sec. 1. As used in this chapter, "cemetery board" means:

(1) the board to which the power to govern cemeteries is transferred under this chapter; or

(2) if the power to govern cemeteries is not transferred under this chapter, the legislative body of a municipality.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-20-1-20 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-20
State's lien on victim's recovery; deduction of state's share of court expenses
Status: in_force

Sec. 20. (a) In addition to the subrogation rights under section 19 of this chapter, the state is entitled to a lien in the amount of the award on a recovery made by or on behalf of the victim.

(b) The state may:

(1) recover the amount under subsection (a) in a separate action; or

(2) intervene in an action brought by or on behalf of the victim.

(c) If a claimant brings an action described in subsection (b)(2), the claimant may deduct from the money owed to the state under the lien the state's pro rata share of the reasonable expenses for the court suit, including attorney's fees. The amount the claimant deducts under this subsection for the state's pro rata share of the expenses may not be more than fifteen percent (15%) of the money owed under the lien.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-17-19-6 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-6
Foreign corporations
Status: in_force

Sec. 6. (a) Except as provided in section 2 of this chapter, foreign business or nonprofit corporations may merge with domestic nonprofit corporations if the following conditions are met:

(1) The merger is permitted by the law of the state or country under whose laws each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.

(2) The foreign corporation complies with section 4 of this chapter if the foreign corporation is the surviving corporation of the merger.

(3) Each domestic nonprofit corporation complies with sections 1 through 3 of this chapter and, if the domestic nonprofit corporation is the surviving corporation of the merger, with section 4 of this chapter.

(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is considered to have irrevocably appointed the secretary of state as the agent for service of process for the business or corporation in any proceeding brought against the business or corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-37-10 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-10
Reimbursement of expenses in advance of final disposition
Status: in_force

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter;

(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.

(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-13-11-2 — Indiana Code / Title 23 / Article 13 / Chapter 11 / Section 23-13-11-2
Merger and consolidation of common stock or other evidence of property
Status: in_force

Sec. 2. Said boards of trustees shall have power and are hereby authorized to merge and consolidate their stock or other means, into one (1) common stock, whether the same shall consist of real estate, moneys, bonds, bills, notes, mortgages or other evidences of property or debts, upon such terms as may be mutually agreed upon.

Formerly: Acts 1855, c.89, s.2.
Ind. Code § 23-2-2.5-35 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-35
Offer of franchise exempt from registration without compliance with IC 23-2-2.5-3 and IC 23-2-2.5-27; cease and desist order; hearing
Status: in_force

Sec. 35. If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this chapter is being or has been offered for sale without complying with sections 3 and 27, the commissioner may order the franchisor or offeror of such franchise to cease and desist from the further offer or sale of such franchise unless and until such offer is made in compliance with this chapter. If, after such an order has been made, a request for a hearing is filed in writing by the person affected, a hearing shall be held to commence within fifteen (15) days after the request is made, unless the person affected consents to a later date.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-10-2-20 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-20
Designated burial lots
Status: in_force

Sec. 20. In all cases where the donors or donees of any public burying ground shall lay the same off into lots, plainly designated by corner stones or posts, and record a plat thereof in the recorder's office, then persons interring in said burying place shall bury within the lots so designated, and not out of them.

Formerly: Acts 1852, 1RS, c.101, s.20.
Ind. Code § 23-0.5-9-41 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-41
Cancellation of assumed business name; no fee
Status: in_force

Sec. 41. There is no fee for filing a cancellation of assumed business name.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.28.
Ind. Code § 23-0.5-1.5-36 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-36
"Registered agent"
Status: in_force

Sec. 36. "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2-2.5-50 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-50
Administrative orders and procedures
Status: in_force

Sec. 50. IC 4-21.5 does not apply to proceedings under this chapter.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.7-1987, SEC.103.
Ind. Code § 23-18.1-2-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-1
Application of limited liability company definitions
Status: in_force

Sec. 1. The definitions in IC 23-18-1 apply throughout this article.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1.3-9-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 9 / Section 23-1.3-9-3
Benefit enforcement proceeding
Status: in_force

Sec. 3. A benefit enforcement proceeding may be commenced or maintained only:

(1) directly by the benefit corporation; or

(2) derivatively in accordance with IC 23-1-32 by:

(A) a person or group of persons that owned at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;

(B) a director;

(C) a person or group of persons that owned at least five percent (5%) of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or

(D) other persons as specified in the benefit corporation's articles of incorporation or bylaws.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2-3.1-1 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-1
Definitions
Status: in_force

Sec. 1. As used in this chapter:

"Affiliate" means any person controlling, controlled by, or under the common control of another person.

"Beneficial owner of a security" means any person who, directly or indirectly, has the power to vote or direct the voting of all or part of the voting rights of the security, or has the power to dispose of or direct the disposition of the security.

"Commissioner" means the securities commissioner as defined in IC 23-19-1-2(4).

"Control" means possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a person, through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless that power is the result of an official position or corporate office. The term includes "controlling", "controlled by", and "under common control with." Control is presumed to exist if any person is the beneficial owner of ten percent (10%) or more of any class of the voting securities of any other person. This presumption may be rebutted only by a showing that control does not exist in fact, at a hearing pursuant to section 9 of this chapter.

"Equity security" means:

(1) any share or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws, or governing instrument of the target company or the right to vote for directors or persons performing substantially similar functions by operation of law;

(2) any security convertible into a security described in subdivision (1) or any warrant or right to purchase that security; or

(3) any other security which, for the protection of investors, is an equity security pursuant to a regulation of the commissioner.

"Offeror" means a person who makes or in any way participates in making a takeover offer. The term includes all affiliates of that person and all persons who act jointly or in concert with that person for the purpose of acquiring, holding, or disposing of, or exercising any voting rights attached to, the equity securities of a target company. It also includes the target company with respect to acquisitions of its own equity securities and with respect to periods of time when it is controlled by or under common control with the offeror. It does not include a financial institution or broker-dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker-dealer, newspaper or magazine of general circulation, consultant, or other person furnishing information, services, or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer.

"Offeree" means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer.

"Person" means an individual, corporation, limited liability company, association, partnership, trust, or other entity.

"Substantially equivalent terms" means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company (determined on a per share or a per unit basis) are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class (determined on a per share or per unit basis).

"Takeover offer" means an offer to acquire or an acquisition of any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company.

"Target company" means an issuer of securities which is organized under the laws of this state, has its principal place of business in this state, and has substantial assets in this state. Target company does not include:

(1) a financial institution subject to regulation by the department of financial institutions under IC 28, if the takeover offer is subject to approval by the department of financial institutions;

(2) a corporation subject to regulation by the utility regulatory commission under IC 8, if the takeover offer is subject to approval of the commission; or

(3) a public utility, public utility holding company, bank holding company, or savings association subject to regulation by a federal agency, if the takeover offer is subject to the approval by that federal agency.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.2; P.L.242-1983, SEC.2; P.L.23-1988, SEC.111; P.L.8-1993, SEC.311; P.L.79-1998, SEC.21; P.L.27-2007, SEC.13.
Ind. Code § 23-17-3-9 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-9
Emergency bylaws; effect
Status: in_force

Sec. 9. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency under subsection (d). Emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including the following:

(1) Procedures for calling a meeting of the board of directors.

(2) Quorum requirements for the meeting.

(3) Designation of additional or substitute directors.

(b) Provisions of regular bylaws consistent with emergency bylaws remain effective during the emergency. Emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of a corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-57-4 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-4
Applicability of chapter
Status: in_force

Sec. 4. This chapter does not apply to the following:

(1) The disinterment, disentombment, or disurnment of remains upon the written order of the coroner of the county in which the cemetery is situated.

(2) The removal of human remains under a plan approved by the division of historic preservation and archeology under IC 14-21-1.

As added by P.L.52-1997, SEC.31. Amended by P.L.26-2008, SEC.18.
Ind. Code § 23-1-20-25 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-25
"State"
Status: in_force

Sec. 25. "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-14-51-2 — Indiana Code / Title 23 / Article 14 / Chapter 51 / Section 23-14-51-2
Investment and reinvestment of money and assets
Status: in_force

Sec. 2. After June 14, 1939, a cemetery to which IC 23-14-48 applies shall invest and reinvest:

(1) all money in the perpetual care fund of the cemetery; and

(2) all other assets held in trust by the cemetery;

in property or securities that qualify for trust investments under IC 30-4-3-3(c).

As added by P.L.52-1997, SEC.25.
Ind. Code § 23-1.3-2-8 — Indiana Code / Title 23 / Article 1.3 / Chapter 2 / Section 23-1.3-2-8
"Independent"
Status: in_force

Sec. 8. "Independent" means a person that has no material relationship with a benefit corporation or a subsidiary of the benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-40-8 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-8
Repealed
Status: repealed

As added by P.L.178-2002, SEC.100. Amended by P.L.178-2005, SEC.6. Repealed by P.L.118-2017, SEC.17.
Ind. Code § 23-19-4.1-6 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-6
Suspected financial exploitation of financially vulnerable adult; duty of qualified individual to report and notify commissioner; authorized additional notifications
Status: in_force

Sec. 6. (a) If a qualified individual has reason to believe that financial exploitation of a financially vulnerable adult has occurred, has been attempted, or is being attempted, the qualified individual shall, as required by IC 12-10-3-9(a):

(1) make a report to the adult protective services unit (as defined in IC 12-10-3-1); and

(2) notify the commissioner.

(b) After a qualified individual makes a report and provides notification under subsection (a), the qualified individual may, to the extent permitted under federal law, notify any of the following concerning the qualified individual's belief:

(1) An immediate family member of the financially vulnerable adult.

(2) A legal guardian of the financially vulnerable adult.

(3) A conservator of the financially vulnerable adult.

(4) A trustee, cotrustee, or successor trustee of the account of the financially vulnerable adult.

(5) An agent under a power of attorney of the financially vulnerable adult.

(6) Any other person permitted under existing laws, rules, regulations, or customer agreement.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.9; P.L.47-2025, SEC.10.
Ind. Code § 23-17-10-7 — Indiana Code / Title 23 / Article 17 / Chapter 10 / Section 23-17-10-7
Record date
Status: in_force

Sec. 7. (a) Bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as a record date. If a record date is not fixed, the record date is determined as follows:

(1) If members are entitled to notice of a members' meeting, the record date is the business day preceding the date on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held.

(2) If members are entitled to vote at a members' meeting, the record date is the date of the meeting.

(3) If members are entitled to exercise any rights in respect of any other lawful action, the record date is the day on which the board of directors adopts the resolution relating the action or the sixtieth day before the date of other action, whichever is later.

(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.

(c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board of directors fixes a new date for determining the right to notice or the right to vote. A board of directors must fix the new date if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, the court may:

(1) provide that the original record date for notice or voting continues in effect; or

(2) fix a new record date for notice or voting.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-13-16-4 — Indiana Code / Title 23 / Article 13 / Chapter 16 / Section 23-13-16-4
Amendment of charter provisions relating to number of trustees or directors; procedure
Status: in_force

Sec. 4. Any university or college organized before July 8, 1941, under the laws of this state, whether by special law or under general laws, whose charter, whether by virtue of the special law creating such university or college or by virtue of general laws whose provisions have been accepted by it, contains provisions concerning the appointment and number of the board of trustees or board of directors of such university or college may have and is hereby given the right to amend its charter in respect to the number of persons on its board of trustees or board of directors by the adoption of a resolution passed by a majority vote of its board to that effect, and by filing proof of such adoption, verified by at least a majority of its directors. The charter shall be deemed to be amended as of the date when such proof is filed in the office of the secretary of state. However, the provision of this section shall not apply to any state college or university.

Formerly: Acts 1941, c.62, s.4; Acts 1947, c.30, s.1. As amended by P.L.34-1987, SEC.361; P.L.206-2021, SEC.6.
Ind. Code § 23-19-4.3-3 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-3
Examination requirements for registration as an investment adviser representative; exceptions
Status: in_force

Sec. 3. (a) This section applies to an applicant seeking to register as an investment adviser representative.

(b) Except as provided in subsections (c) through (e), an applicant under this section must pass the:

(1) Series 65 examination within the two (2) years preceding the date of application or the Series 7 and Series 66 examination within the two (2) years preceding the date of application; and

(2) Securities Industry Essentials Examination within the four (4) years preceding the date of application, if the applicant did not take the Series 65 examination within the two (2) years preceding the date of application.

(c) If:

(1) an applicant under this section has been designated as:

(A) a Certified Financial Planner;

(B) a Chartered Financial Consultant;

(C) a Chartered Financial Analyst;

(D) a Personal Financial Specialist;

(E) a Certified Investment Management Analyst; and

(F) any other designation that the commissioner considers to be equivalent to the examinations required under subsection (b); and

(2) the applicant's designation in subdivision (1) is current and in good standing with the organization that awarded the designation;

the examination requirement in subsection (b) does not apply.

(d) An applicant is in compliance with the examination requirement in subsection (b)(1) if the:

(1) applicant has not been registered as an investment adviser representative in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA;

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA; and

(4) applicant is a participant in the Examination Validity Extension Program for investment adviser representatives administered by NASAA within two (2) years of agent registration termination.

(e) An applicant is in compliance with the examination requirement in subsection (b)(2) if the:

(1) applicant has not been registered as an investment adviser representative in any state for more than two (2) years but less than five (5) years;

(2) applicant is a participant in the Maintaining Qualifications Program administered by FINRA; and

(3) applicant's FINRA qualifying examinations are valid through the individual's participation in the Maintaining Qualifications Program administered by FINRA.

(f) The commissioner may waive any of the examination requirements under subsection (b).

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-16-2-9 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-9
Indemnification of partners, employees, officers, or agents
Status: in_force

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if:

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

(2) the person reasonably believed:

(A) in the case of conduct in the person's capacity as a partner, that the person's conduct was in the best interests of the partnership; and

(B) in all other cases that the person's conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

(3) in the case of any criminal action, the person either:

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

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

(b) The indemnification provided for in subsection (a) does not exclude any other rights to indemnification that a partner, employee, officer, or agent of the domestic or foreign limited partnership may have under the partnership agreement or with the written consent of all partners.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-4-1-43 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-43
Accrual of actions
Status: in_force

Sec. 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding-up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

Formerly: Acts 1949, c.114, s.43.
Ind. Code § 23-14-33-7.5 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-7.5
"Cemetery caretaker"
Status: in_force

Sec. 7.5. "Cemetery caretaker" means an individual appointed by a municipality, county, or township to care for and maintain a cemetery.

As added by P.L.113-2022, SEC.2.
Ind. Code § 23-17-12-1 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-1
Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers
Status: in_force

Sec. 1. (a) A corporation must have a board of directors.

(b) Except as otherwise provided in this article:

(1) corporate powers shall be exercised by or under the authority of; and

(2) the business and affairs of the corporation managed under the direction of;

the corporation's board of directors.

(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized:

(1) the person or group of persons has the duties and responsibilities of the directors;

(2) the directors are relieved to that extent from the duties and responsibilities; and

(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
Ind. Code § 23-0.5-9-26 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-26
Foreign registration statement
Status: in_force

Sec. 26. (a) The secretary of state shall collect the following fees for filing a foreign registration statement electronically:

(1) Seventy-five dollars ($75) for a for-profit entity.

(2) Twenty dollars ($20) for a nonprofit corporation.

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

(1) One hundred twenty-five dollars ($125) for a for-profit entity.

(2) Seventy-five dollars ($75) for a nonprofit corporation.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-32-5 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-5
"Personal information"
Status: in_force

Sec. 5. As used in this chapter, "personal information" means any compilation of data (including any list, record, registry, roll, or roster) that directly or indirectly identifies a person as a:

(1) member of;

(2) supporter of;

(3) volunteer for; or

(4) donor of financial or nonfinancial support to;

a nonprofit organization.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-14-48-2 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-2
Establishment of perpetual care fund; limit on withdrawals
Status: in_force

Sec. 2. (a) The owner of each cemetery shall provide for the creation and establishment of an irrevocable perpetual care fund.

(b) The principal of a perpetual care fund established under this section shall permanently remain intact, except as provided in this chapter.

(c) The following apply to a perpetual care fund unless the perpetual care fund is a trust that has been converted into a total return unitrust under section 2.6 of this chapter:

(1) Fifty percent (50%) of any appreciation of the principal of the fund may be withdrawn annually not more than forty-five (45) days after the end of the fund's fiscal year.

(2) Any income earned by the fund during the fiscal year may be withdrawn quarterly during the fund's fiscal year.

(d) Any withdrawal of:

(1) income from a perpetual care fund under subsection (c)(2); or

(2) appreciation of the principal of a perpetual care fund under subsection (c)(1);

shall be devoted to the perpetual care of the cemetery, including the immediate maintenance needs of the cemetery.

(e) A perpetual care fund established under this section is not subject to attachment by a creditor unless the underlying debt was incurred for the perpetual care or endowment care (as defined in IC 23-14-33-30) of the cemetery for which the fund was established.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.1; P.L.14-2018, SEC.3; P.L.33-2019, SEC.1.
Ind. Code § 23-0.5-5-8 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-8
Conversion to domestic filing entity
Status: in_force

Sec. 8. A registered foreign entity that converts to any type of domestic filing entity is deemed to have canceled its registration on the effective date of the conversion.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-44-8 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-8
Right to dissent and obtain payment for shares
Status: in_force

Sec. 8. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party if:

(A) shareholder approval is required for the merger by IC 23-1-40, IC 23-0.6-1-7, or the articles of incorporation; and

(B) the shareholder is entitled to vote on the merger.

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan.

(3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale.

(4) The approval of a control share acquisition under IC 23-1-42.

(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

(6) Election to become a benefit corporation under IC 23-1.3-3-2.

(b) This section does not apply to the holders of shares of any class or series if, on the date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders at which the merger, plan of share exchange, or sale or exchange of property is to be acted on, the shares of that class or series were a covered security under Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act of 1933, as amended.

(c) The articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate the right to dissent and obtain payment for any class or series of preferred shares. However, any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates the right to dissent and obtain payment for any shares:

(1) that are outstanding immediately before the effective date of the amendment; or

(2) that the corporation is or may be required to issue or sell after the effective date of the amendment under any exchange or other right existing immediately before the effective date of the amendment;

does not apply to any corporate action that becomes effective within one (1) year of the effective date of the amendment if the action would otherwise afford the right to dissent and obtain payment.

(d) A shareholder:

(1) who is entitled to dissent and obtain payment for the shareholder's shares under this chapter; or

(2) who would be so entitled to dissent and obtain payment but for the provisions of subsection (b);

may not challenge the corporate action creating (or that, but for the provisions of subsection (b), would have created) the shareholder's entitlement.

(e) Subsection (d) does not apply to a corporate action that was approved by less than unanimous consent of the voting shareholders under IC 23-1-29-4 if both of the following apply:

(1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected.

(2) The proceeding challenging the corporate action is commenced not later than ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.19; P.L.133-2009, SEC.39; P.L.119-2015, SEC.16; P.L.93-2015, SEC.2; P.L.149-2016, SEC.68; P.L.118-2017, SEC.20.
Ind. Code § 23-19-4-7 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-7
Succession; organization change; name change; change of control
Status: repealed

Sec. 7. (a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration under section 1 or 3 of this chapter or a notice under section 5 of this chapter for the unexpired portion of the current registration or notice filing.

(b) A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this article. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this article shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five (45) days after filing its amendment to effect succession.

(c) A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.

(d) A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this article.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-18.1-2-7 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-7
"Series"
Status: in_force

Sec. 7. "Series", in the context of a series limited liability company, means a limited liability company series of interest established from time to time by the filing of articles of designation that:

(1) has separate rights, powers, or duties with respect to specified property or obligations; and

(2) to the extent provided for in an operating agreement, may have a separate business purpose or investment objective from that of:

(A) the master limited liability company; or

(B) any other series of the master limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1.3-5-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 5 / Section 23-1.3-5-4
No duty to beneficiary
Status: in_force

Sec. 4. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-6-4-17 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-17
Amendment of articles of incorporation
Status: in_force

Sec. 17. (a) Subject to subsection (b), a credit corporation's articles of incorporation may be amended by the members and shareholders of the corporation. The members and shareholders shall vote on proposed amendments in the manner prescribed by section 15 of this chapter. However, the affirmative vote of at least two-thirds (2/3) of the votes to which each class is entitled is required for adoption of an amendment.

(b) An amendment to the articles of incorporation that is inconsistent with the general purposes expressed in this chapter or that authorizes any additional class of capital stock to be issued may not be adopted. In addition, an amendment of the articles of incorporation that:

(1) increases the obligation of a member to make loans to the credit corporation;

(2) makes any change in the principal amount, interest rate, maturity date, or security or credit position of any outstanding loan of a member to the credit corporation; or

(3) affects a member's voting rights;

may not be made without the consent of each member affected by the amendment.

(c) An amendment to the articles of incorporation of a credit corporation shall be filed with the secretary of state. The amendment takes effect on the date of that filing.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-0.5-1.5-44 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-44
"Written"
Status: in_force

Sec. 44. "Written" means inscribed on a tangible medium. "Writing" has a corresponding meaning.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-31-48 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-48
Liability for nonacceptance or nonperformance
Status: in_force

Sec. 48. (a) A crematory authority is not liable for civil damages for refusing to accept human remains or refusing to perform a cremation until the crematory authority receives a court order or other suitable confirmation that a dispute has been settled, if the authority:

(1) is aware of a dispute concerning the cremation of the human remains;

(2) has a reasonable basis for questioning any of the representations made by the authorizing agent; or

(3) refuses to accept the human remains for any other lawful reason.

(b) A crematory authority is not required to accept human remains for cremation.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.5-9-46 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-46
Articles of abandonment of merger
Status: in_force

Sec. 46. The secretary of state shall collect the following fees for filing articles of abandonment of merger:

(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 § 23-19-5-10 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-10
Rescission offers
Status: in_force

Sec. 10. A purchaser, seller, or recipient of investment advice may not maintain an action under section 9 of this chapter if:

(1) the purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(A) an offer stating the respect in which liability under section 9 of this chapter may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this article to be furnished to that person at the time of the purchase, sale, or investment advice;

(B) if the basis for relief under this section may have been a violation described in section 9(a) of this chapter, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at the rate of eight percent (8%) per annum from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at the rate of eight percent (8%) per annum from the date of the purchase in cash equal to the damages computed in the manner provided in this clause;

(C) if the basis for relief under this section may have been a violation described in section 9(b) of this chapter, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest from the date of the sale, or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability, and interest at the rate of eight percent (8%) per annum from the date of the sale; or

(D) if the basis for relief under this section may have been a violation described in section 9(c) of this chapter, an offer to reimburse in cash the consideration paid for the advice and interest from the date of payment;

(2) the offer under subdivision (1) states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the commissioner, by order, specifies;

(3) the offeror has the present ability to pay the amount offered or to tender the security under subdivision (1);

(4) the offer under subdivision (1) is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(5) the purchaser, seller, or recipient of investment advice that accepts the offer under subdivision (1) in a record within the period specified under subdivision (2) is paid in accordance with the terms of the offer.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-2.5-1-37 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-37
"State licensed mortgage loan originator"
Status: in_force

Sec. 37. "State licensed mortgage loan originator" means an individual who:

(1) is a mortgage loan originator;

(2) is not 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;

(3) is licensed by:

(A) a state; or

(B) the Secretary of the United States Department of Housing and Urban Development under Section 1508 of the S.A.F.E. Mortgage Licensing Act of 2008 (Title V of P.L.110-289); and

(4) is registered as a mortgage loan originator with, and maintains a unique identifier through, the Nationwide Multistate Licensing System.

As added by P.L.175-2019, SEC.2. Amended by P.L.211-2019, SEC.30.
Ind. Code § 23-20-1-19 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-19
Subrogation rights of state
Status: in_force

Sec. 19. (a) The state is subrogated to the rights of the person awarded restitution under this chapter to the extent of the award.

(b) The subrogation rights are against the person who committed the securities violation or a person liable for the pecuniary loss.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-17-1-0.2 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-0.2
Effect of repeal of IC 23-7-1.1; effect of reduction by P.L.179-1991 of penalty or punishment
Status: in_force

Sec. 0.2. (a) Except as provided in subsection (b), the repeal of IC 23-7-1.1 by P.L.179-1991 does not affect the following:

(1) Any action taken:

(A) under:

(i) IC 23-7-1.1;

(ii) the Indiana general not-for-profit corporation act of 1935; or

(iii) any prior law under which domestic nonprofit entities were organized;

before the repeal of IC 23-7-1.1; or

(B) before the applicability of P.L.179-1991 to a nonprofit entity;

whichever is later, including the continuing validity of a domestic nonprofit entity's articles of incorporation, bylaws, or other organic documents, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors or governing body and name.

(2) A ratification, a right, a remedy, a privilege, an obligation, or a liability acquired, accrued, or incurred before the applicability of P.L.179-1991 to a nonprofit entity under:

(A) IC 23-7-1.1 (before its repeal);

(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or

(C) any prior law under which domestic nonprofit entities were organized.

(3) A:

(A) violation of:

(i) IC 23-7-1.1 (before its repeal);

(ii) the Indiana general not-for-profit corporation act of 1935; or

(iii) any prior law under which domestic nonprofit entities were organized; or

(B) penalty, forfeiture, or punishment incurred because of the violation before the applicability of P.L.179-1991 to a nonprofit entity.

(4) A proceeding, reorganization, or dissolution commenced before the applicability of P.L.179-1991 to a nonprofit entity under:

(A) IC 23-7-1.1 (before its repeal);

(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or

(C) any prior law under which domestic nonprofit entities were organized.

The proceeding, reorganization, or dissolution may be completed in accordance with IC 23-7-1.1 (before its repeal), the Indiana general not-for-profit corporation act of 1935, or any prior law under which nonprofit corporations were organized as if P.L.179-1991 had not been enacted.

(5) Any action as a result of a meeting of members or directors or action by written consent taken before the applicability of P.L.179-1991 to a nonprofit entity.

(b) If a penalty or punishment imposed for a violation of:

(1) IC 23-7-1.1 (before its repeal);

(2) the Indiana general not-for-profit corporation act of 1935; or

(3) any prior law under which domestic nonprofit entities were organized;

is reduced by P.L.179-1991, the penalty or punishment shall, if not already imposed, be imposed in accordance with P.L.179-1991.

As added by P.L.220-2011, SEC.383.
Ind. Code § 23-17-19-1 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-1
Authorization; plan; required provisions; optional provisions
Status: in_force

Sec. 1. (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.

(b) A plan of merger must set forth the following:

(1) The name of the following:

(A) Each corporation planning to merge.

(B) The surviving corporation into which each corporation plans to merge.

(2) The terms and conditions of the planned merger.

(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.

(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:

(A) memberships, obligations, or securities of the surviving or any other corporation; or

(B) cash or other property in whole or part.

(c) The plan of merger may set forth the following:

(1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.

(2) Other provisions relating to the planned merger.

(3) A delayed effective date.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-44-16 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-16
Failure to take action; return of certificates; new action by corporation
Status: in_force

Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 12 of this chapter and repeat the payment demand procedure.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-2-6-24 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-24
Fraud
Status: in_force

Sec. 24. A person may not directly or indirectly:

(1) cheat or defraud or attempt to cheat or defraud any person;

(2) employ any device, scheme, or artifice to defraud any person;

(3) make a false report, enter a false record, or make an untrue statement of a material fact;

(4) fail to state a material fact that is necessary to make a report, record, or statement made, under the circumstances in which the report, record, or statement was made, not misleading;

(5) engage in a transaction, act, practice, or course of business, including any form of advertising or solicitation, that operates or would operate as a fraud or deceit upon any person; or

(6) misappropriate or convert the funds, security, or property of any person;

in connection with the purchase or sale of, the offer to sell, the offer to purchase, the offer to enter into, or the entry into of, any commodity contract or commodity option subject to section 18, 19(a)(2), or 19(a)(4) of this chapter.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1.5-2-9.1 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-9.1
Certificate of incorporation; requirements; issuance
Status: in_force

Sec. 9.1. The secretary of state may issue a certificate of incorporation under this article if the articles of incorporation:

(1) meet the requirements of all of the following:

(A) IC 23-1-21-2;

(B) IC 23-0.5-3, with respect to names; and

(C) this article; and

(2) include any other information required by the secretary of state to determine proper licensure or qualification of the proposed corporation or shareholders of the proposed corporation to incorporate under state law.

As added by P.L.52-2018, SEC.39.
Ind. Code § 23-0.5-2-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-3
Effective date and time of filing
Status: in_force

Sec. 3. Except as otherwise provided in this article and subject to section 5(d) of this chapter, an entity filing is effective:

(1) on the date and at the time of its filing by the secretary of state as provided in section 6(b) of this chapter;

(2) on the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subdivision (1);

(3) if permitted by this article, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or

(4) if a delayed effective date as permitted by this article is specified but no time is specified, at 12:01 a.m. on the date specified which may not be more than ninety (90) days after the date of filing.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-27-4 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-4
Court order for inspection and copying; payment of costs by corporation; restrictions on use of records
Status: in_force

Sec. 4. (a) If a corporation does not allow a member who complies with section 2(a) of this chapter to inspect and copy records required under section 2(a) of this chapter to be available for inspection, the circuit court or superior court of the county where:

(1) the corporation's principal office is located; or

(2) if the principal office is not located in Indiana, the corporation's registered office is located;

may order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, a member who complies with section 2(b) and 2(c) of this chapter may apply to the circuit court or superior court of the county where:

(1) the corporation's principal office is located; or

(2) if the principal office is not located in Indiana, the corporation's registered office is located;

for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

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

(d) If the court orders inspection and copying of the records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding member.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-40-6 — Indiana Code / Title 23 / Article 14 / Chapter 40 / Section 23-14-40-6
Rights of surviving joint tenant
Status: in_force

Sec. 6. If an affidavit by a competent person that:

(1) sets forth the fact of the death of one (1) joint tenant; and

(2) establishes the identity of the surviving joint tenant, who is named in the certificate of burial rights for a cemetery plot;

is filed with the cemetery in which the plot is located, the affidavit is complete authority to the cemetery to permit the use of the unoccupied portion of the plot in accordance with the direction of the surviving joint tenant or the successor in interest of the surviving joint tenant.

As added by P.L.52-1997, SEC.14. Amended by P.L.113-2022, SEC.5.
Ind. Code § 23-1-28-1 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-1
Distributions
Status: in_force

Sec. 1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in section 3 of this chapter.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-16-7-4 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-4
Distribution upon withdrawal
Status: in_force

Sec. 4. Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner's interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner's right to share in distributions from the limited partnership.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-10-2-5 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-5
Certificate; conclusive and presumptive evidence
Status: in_force

Sec. 5. As between such society, the trustees thereof, and all other persons claiming under them, and any person granting real estate thereto, and all persons claiming under him, such certificate shall be conclusive evidence of the matters and things therein recited; and as between such society, the trustees thereof, and all persons claiming under them, and all other persons, it shall be presumptive evidence of such matters.

Formerly: Acts 1852, 1RS, c.101, s.5.
Ind. Code § 23-14-31-17 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-17
"Niche" defined
Status: in_force

Sec. 17. As used in this chapter, "niche" means a space in a columbarium that is used or intended to be used for the interment of cremated human remains of one (1) or more deceased individuals.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-2-4-23 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-23
Violations; cease and desist orders; actions for injunctive relief
Status: in_force

Sec. 23. (a) If the commissioner determines, after notice and hearing, that any person has violated any provision of this chapter or any rule or order issued under this chapter, the commissioner may issue an order requiring the person to cease and desist from the unlawful practice or to take such affirmative action as in the judgment of the commissioner will carry out the purposes of this chapter.

(b) If the commissioner makes a finding of fact in writing that the public interest will be irreparably harmed by delay in issuing a cease and desist order, the commissioner may issue a temporary cease and desist order which shall include in its terms a provision that, upon request, a hearing shall be held within ten (10) days of such request to determine whether the order becomes permanent. A temporary cease and desist order shall be served on the person subject to it by certified mail, return receipt requested.

(c) If it appears that a person has engaged in an act or practice constituting a violation of any provision of this chapter or of a rule or order issued under this chapter, the commissioner may, with or without prior administrative proceedings, bring an action in the circuit court, superior court, or probate court to enjoin such acts or practices or to enforce compliance with this chapter or any rule or order issued under this chapter. Upon proper showing, injunctive relief or temporary restraining orders shall be granted. The commissioner shall not be required to post a bond in any court proceeding.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.84-2016, SEC.99.
Ind. Code § 23-14-42.5-5 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-5
"Law enforcement animal"
Status: in_force

Sec. 5. (a) As used in this chapter, "law enforcement animal" means a dog that is owned or used by a law enforcement agency for the principal purposes of:

(1) aiding in:

(A) the detection of criminal activity;

(B) the enforcement of laws; and

(C) the apprehension of offenders; and

(2) ensuring the public welfare.

(b) The term includes the following:

(1) An arson investigation dog.

(2) A bomb detection dog.

(3) A narcotic detection dog.

(4) A patrol dog.

As added by P.L.176-2016, SEC.1.
Ind. Code § 23-7-8-5 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-5
Accurate fiscal records; requirement
Status: in_force

Sec. 5. (a) Every professional fundraiser consultant and professional solicitor required to register under this chapter shall keep accurate fiscal records regarding its activities in Indiana. A professional fundraiser consultant or professional solicitor shall retain the records for at least three (3) years after the end of the period of registration to which they relate.

(b) Records maintained under subsection (a) shall be made available for inspection and copying by the division upon oral or written request of the division at any time during the normal business hours of the professional fundraiser consultant or professional solicitor.

As added by P.L.245-1983, SEC.1. Amended by P.L.24-1989, SEC.5; P.L.48-1998, SEC.3.
Ind. Code § 23-14-78-1 — Indiana Code / Title 23 / Article 14 / Chapter 78 / Section 23-14-78-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to private cemeteries that are not owned or controlled by a cemetery corporation, church, association, or organization.

As added by P.L.102-2020, SEC.3.
Ind. Code § 23-2-2.5-32 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-32
Remedies
Status: in_force

Sec. 32. Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule adopted or order issued under this chapter, the commissioner may in the commissioner's discretion bring an action in the appropriate circuit or superior court to enjoin the acts or practices, to enforce compliance with this chapter, or to obtain any other appropriate remedy. Upon proper showing, a permanent or preliminary injunction, restraining order, declaratory judgment or other appropriate remedy shall be granted and, in addition to and independent of any other remedy granted in this section, a receiver or conservator may be appointed for the defendant or the defendant's assets. The court may not require the commissioner to post a bond.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.136-2018, SEC.128.
Ind. Code § 23-18.1-3-3 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-3
Plan of merger, consolidation, conversion, or share exchange; unanimous consent
Status: in_force

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3.

(b) If:

(1) a domestic entity that is not a series limited liability company is a party to:

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

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

(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a series limited liability company;

the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by unanimous consent of the members, shareholders, or partners, as applicable.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.111.
Ind. Code § 23-18-1-14 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-14
"Manager"
Status: in_force

Sec. 14. "Manager" means, with respect to a limited liability company whose articles of organization provide for a manager, a person designated in accordance with the authority under IC 23-18-4-1(b).

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-1-17-1 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-1
Short title
Status: in_force

Sec. 1. This article shall be known and may be cited as the Indiana Business Corporation Law.

As added by P.L.149-1986, SEC.1.
Ind. Code § 23-2.5-1-27 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-27
"Manager"
Status: in_force

Sec. 27. "Manager" means an individual who has at least three (3) years of experience as a mortgage loan originator and is principally responsible for the supervision and management of the employees and business affairs of not more than five (5) loan broker offices under one (1) company.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.4.
Ind. Code § 23-0.6-2-5 — Indiana Code / Title 23 / Article 0.6 / Chapter 2 / Section 23-0.6-2-5
Filing articles of merger; contents; surviving entity
Status: in_force

Sec. 5. (a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.

(b) Articles of merger must contain:

(1) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

(2) the name, jurisdiction of formation, and type of entity of the surviving entity;

(3) if the articles of merger are not effective upon filing, the later date and time on which the articles of merger will become effective, which may not be more than ninety (90) days after the date of filing;

(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with this chapter and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;

(5) if the surviving entity is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; and

(6) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.

(c) Articles of merger may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.

(d) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.

(e) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of Indiana, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(f) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this article to articles of merger refer to the plan of merger filed under this subsection.

(g) Articles of merger are effective on the date and time of filing or the later date and time specified in the articles of merger.

(h) If the surviving entity is a domestic entity, the merger becomes effective when the articles of merger are effective. If the surviving entity is a foreign entity, the merger becomes effective on the later of:

(1) the date and time provided by the organic law of the surviving entity; or

(2) when the articles of merger are effective.

(i) The surviving entity 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 the entity 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 articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its entity 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 entity has any 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.118-2017, SEC.6. Amended by P.L.52-2018, SEC.35; P.L.177-2019, SEC.10.
Ind. Code § 23-14-65-7 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-7
Permanent maintenance fund
Status: in_force

Sec. 7. (a) Part of the proceeds derived from the sale of lots within a cemetery to which this chapter applies may be set aside as a permanent maintenance fund.

(b) Not more than fifty percent (50%) of the proceeds from the sale of lots may be set aside as a permanent maintenance fund under this section.

(c) The income from a permanent maintenance fund established under this section shall remain in the fund, except as provided in subsection (d).

(d) If the revenue from the sale of lots and other income from a cemetery to which this chapter applies becomes insufficient to meet the expense of maintaining the cemetery, income derived from the fund and its accretions may be used in whole or in part as the needs of the cemetery require, after appropriation by the legislative body according to statute.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-16-3-5 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-5
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.130-2006, SEC.22; P.L.40-2013, SEC.3. Repealed by P.L.118-2017, SEC.64.
Ind. Code § 23-16-1-5 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-5
Event of withdrawal of a general partner
Status: in_force

Sec. 5. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in IC 23-16-5-2.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-42-4 — Indiana Code / Title 23 / Article 14 / Chapter 42 / Section 23-14-42-4
Burial rights passing as part of estate
Status: in_force

Sec. 4. Upon the death of the record owner of the burial rights in a burial plot, the burial rights pass as part of the estate of the owner if:

(1) the record owner did not dispose of the burial rights by:

(A) a specific devise in the last will and testament of the record owner; or

(B) a written designation or transfer of ownership recorded with the cemetery under section 2 or 3 of this chapter;

(2) the burial rights have not become vested in another individual under IC 23-14-39 or IC 23-14-40;

(3) the burial plot does not become a family burial plot under IC 23-14-41 before the instrument referred to in subdivision (4) is recorded with the cemetery; and

(4) an instrument that:

(A) is prepared in accordance with IC 29-1; and

(B) documents the person or persons entitled to become the new record owner or owners of the burial plot and to receive the burial rights as part of the deceased record owner's estate;

is recorded with the cemetery.

As added by P.L.52-1997, SEC.16.
Ind. Code § 23-14-31-6 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-6
"Casket" defined
Status: in_force

Sec. 6. As used in this chapter, "casket" means a rigid enclosure that:

(1) is made of wood, metal, or other material;

(2) is ornamented;

(3) has a fixed or nonfixed inner lining; and

(4) is designed to encase human remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-0.6-1-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-1
Short title
Status: in_force

Sec. 1. This article may be cited as the Uniform Business Organization Transactions Act.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-13-16-2 — Indiana Code / Title 23 / Article 13 / Chapter 16 / Section 23-13-16-2
Amendment of charter to remove limitations
Status: in_force

Sec. 2. Any university or college organized before July 8, 1941, under the laws of the state of Indiana, whether by special law or under general laws, whose charter, whether by virtue of the special law creating such university or college or by virtue of general laws whose provisions have been accepted by it, contains a limitation or limitations upon the amount of property which may be owned by such university or college at any given time, may have and is hereby given the right to amend its charter so as to remove all such limitations by accepting the provisions of this chapter as provided in section 3 of this chapter.

Formerly: Acts 1941, c.62, s.2. As amended by P.L.34-1987, SEC.359.
Ind. Code § 23-14-54-2 — Indiana Code / Title 23 / Article 14 / Chapter 54 / Section 23-14-54-2
Depth of cover
Status: in_force

Sec. 2. All dead human bodies interred in the earth shall have a cover of at least two (2) feet of earth at the shallowest point over the outer receptacle in which the body is placed.

As added by P.L.52-1997, SEC.28.
Ind. Code § 23-0.6-1.5-12 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-12
"Domesticated entity"
Status: in_force

Sec. 12. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-14-34-2 — Indiana Code / Title 23 / Article 14 / Chapter 34 / Section 23-14-34-2
Duties after violations; Class C infraction
Status: in_force

Sec. 2. (a) The owner of a cemetery that has violated section 1 of this chapter shall, not later than January 1, 1998, record in the office of the recorder of the county in which the cemetery is located:

(1) the original plat of the cemetery; and

(2) the plats of all additions to the cemetery.

(b) The plats recorded under subsection (a) must:

(1) be referenced with respect to the section lines of the cemetery (if section lines have been established); and

(2) show a sufficient number of permanent monuments so there would be no difficulty in making resurveys.

(c) A cemetery owner who violates this section commits a Class C infraction. If the cemetery owner is required by this chapter to record a plat, each period of thirty (30) days after the time allowed by this chapter for the recording of the plat during which the plat remains unrecorded constitutes a separate infraction.

As added by P.L.52-1997, SEC.8.
Ind. Code § 23-0.6-1-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-3
Party to interest exchange, conversion, domestication; approval; disposition of charitable assets
Status: in_force

Sec. 3. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer under the law of Indiana in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.

(b) Property held for a charitable purpose under the law of Indiana by a domestic or foreign entity immediately before a transaction under this article becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of Indiana concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order specifying the disposition of the property from a court having jurisdiction over the matter.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.30.
Ind. Code § 23-19-2-2 — Indiana Code / Title 23 / Article 19 / Chapter 2 / Section 23-19-2-2
Exempt transactions
Status: in_force

Sec. 2. The following transactions are exempt from the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4:

(1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not.

(2) A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this article, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:

(A) the issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(B) the security is sold at a price reasonably related to its current market price;

(C) the security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution;

(D) a nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this article or a record filed with the Securities and Exchange Commission that is publicly available contains:

(i) a description of the business and operations of the issuer;

(ii) the names of the issuer's executive officers and the names of the issuer's directors, if any;

(iii) an audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(iv) an audited income statement for each of the issuer's two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and

(E) any one (1) of the following requirements is met:

(i) The issuer of the security has a class of equity securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System.

(ii) The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940.

(iii) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years.

(iv) The issuer of the security has total assets of at least two million dollars ($2,000,000) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization.

(3) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System.

(4) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 15 U.S.C. 78o(d)).

(5) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in a security that:

(A) is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or

(B) has a fixed maturity or a fixed interest or dividend, if:

(i) a default has not occurred during the current fiscal year or within the three (3) previous fiscal years, or during the existence of the issuer and any predecessor if less than three (3) fiscal years, in the payment of principal, interest, or dividends on the security; and

(ii) the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person.

(6) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article effecting an unsolicited order or offer to purchase.

(7) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this article.

(8) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting in the exercise of discretionary authority in a signed record for the account of others.

(9) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the commissioner after a hearing.

(10) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters.

(11) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:

(A) the note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;

(B) a general solicitation or general advertisement of the transaction is not made; and

(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this article as a broker-dealer or as an agent.

(12) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator.

(13) A sale or offer to sell to:

(A) an institutional investor;

(B) a federal covered investment adviser; or

(C) any other person exempted by rule adopted or order issued under this article.

(14) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:

(A) not more than twenty-five (25) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in subdivision (13);

(B) a general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;

(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this article or an agent registered under this article for soliciting a prospective purchaser in this state; and

(D) the issuer reasonably believes that all the purchasers in this state, other than those designated in subdivision (13), are purchasing for investment.

(15) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state.

(16) An offer to sell, but not a sale of, a security not exempt from registration under the Securities Act of 1933 if:

(A) a registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with Rule 165 adopted under the Securities Act of 1933 (17 CFR 230.165); and

(B) a stop order of which the offeror is aware has not been issued against the offeror by the commissioner or the Securities and Exchange Commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending.

(17) An offer to sell, but not a sale of, a security exempt from registration under the Securities Act of 1933 if:

(A) a registration statement has been filed under this article, but is not effective;

(B) a solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the commissioner under this article; and

(C) a stop order of which the offeror is aware has not been issued by the commissioner under this article and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending.

(18) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties.

(19) A rescission offer, sale, or purchase under IC 23-19-5-10.

(20) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this article.

(21) Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:

(A) directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers;

(B) family members who acquire such securities from those persons through gifts or domestic relations orders;

(C) former employees, directors, general partners, trustees, officers, consultants, and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and

(D) insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations.

(22) A transaction involving:

(A) a stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock;

(B) an act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or

(C) the solicitation of tenders of securities by an offeror in a tender offer in compliance with Rule 162 adopted under the Securities Act of 1933 (17 CFR 230.162).

(23) A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this article, if the issuer is a reporting issuer in a foreign jurisdiction designated by this subdivision or by rule adopted or order issued under this article; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this subdivision or by rule adopted or order issued under this article, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this subdivision, Canada, together with its provinces and territories, is a designated foreign jurisdiction and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with this article, the commissioner, by rule adopted or order issued under this article, may revoke the designation of a securities exchange under this subdivision, if the commissioner finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

(24) Subject to the following, an offer or sale of securities by an issuer made after June 30, 2014, only to persons who are or the issuer reasonably believes are accredited investors:

(A) The exemption under this subdivision is not available to an issuer that is in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with:

(i) an unidentified company or companies; or

(ii) another entity or person.

(B) The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on the exemption under this subdivision within twelve (12) months after sale is presumed to be with a view to distribution and not for investment, except:

(i) a resale under a registration statement effective under IC 23-19-3; or

(ii) a resale to an accredited investor under an exemption available under the Indiana Uniform Securities Act.

(C) Except as provided in clause (D), the exemption under this subdivision is not available to an issuer if the issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, beneficial owners of ten percent (10%) or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of the underwriter:

(i) within the last five (5) years, has filed a registration statement that is the subject of a currently effective registration stop order entered by any state securities administrator or the Securities and Exchange Commission;

(ii) within the last five (5) years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or any criminal offense involving fraud or deceit;

(iii) is currently subject to any state or federal administrative enforcement order or judgment entered within the last five (5) years, finding fraud or deceit in connection with the purchase or sale of any security; or

(iv) is currently subject to any order, judgment, or decree of any court with jurisdiction, entered within the last five (5) years, temporarily, preliminarily, or permanently restraining or enjoining the party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.

(D) Clause (C) does not apply if:

(i) the party subject to the disqualification is licensed or registered to conduct securities related business in the state in which the order, judgment, or decree creating the disqualification was entered against the party;

(ii) before the first offer under the exemption described in this subdivision, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification; or

(iii) the issuer establishes that it did not know and in the exercise of reasonable care, based on a factual inquiry, could not have known that a disqualification existed under this subdivision.

(E) A general announcement of the proposed offering may be made by any means. A general announcement described in this clause must include only the following information, unless additional information is specifically permitted by the commissioner:

(i) The name, address, and telephone number of the issuer of the securities.

(ii) The name, a brief description, and price (if known) of any security to be issued.

(iii) A brief description of the business of the issuer in twenty-five (25) words or less.

(iv) The type, number, and aggregate amount of securities being offered.

(v) The name, address, and telephone number of the person to contact for additional information.

(vi) A statement that indicates that sales will be made only to accredited investors, that no money or other consideration is being solicited or will be accepted by way of the general announcement, that the securities have not been registered with or approved by any state securities agency or the Securities and Exchange Commission, and that the securities are being offered and sold under an exemption from registration.

(F) The issuer, in connection with an offer, may provide information in addition to the general announcement under clause (E), if the information:

(i) is delivered through an electronic data base that is restricted to persons who have been prequalified as accredited investors; or

(ii) is delivered after the issuer reasonably believes that the prospective purchaser is an accredited investor.

(G) No telephone solicitation is permitted unless before placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor.

(H) Dissemination of the general announcement of the proposed offering to persons who are not accredited investors does not disqualify the issuer from claiming the exemption under this subdivision.

(I) The issuer shall file with the division a notice of transaction, a consent to service of process, a copy of the general announcement, and a fee established by the commissioner within fifteen (15) days after the first sale in Indiana.

(25) An offer to sell or a sale of a security of an issuer made after June 30, 2014, if:

(A) the transaction is part of a single issue in which:

(i) the offer or sale is made in compliance with 17 CFR 230.504 and 17 CFR 230.506;

(ii) the issuer is required to submit a notice filing on a Form D (17 CFR 239.500) or a successor form, as promulgated by the Securities and Exchange Commission, to the commissioner together with a consent to service of process complying with IC 23-19-6-11, signed by the issuer, not later than fifteen (15) days after the first sale of securities in Indiana; and

(iii) by submitting the notice described in item (ii), the issuer agrees, upon written request by the commissioner, to furnish to the commissioner any information the issuer furnished to offerees;

(B) for offerings made in compliance with 17 CFR 230.504, no commission, fee, or other remuneration is paid or given, directly or indirectly, to any broker-dealer for soliciting any prospective purchaser in this state unless the broker-dealer is appropriately registered under this article. It is a defense to a violation of this clause if the issuer sustains the burden of proof that the issuer did not know and, in the exercise of reasonable care could not have known, that the person who received the commission, fee, or other remuneration was not properly registered; and

(C) in all sales to purchasers other than those described in subdivision (13) for offerings made in compliance with 17 CFR 230.504, at least one (1) of the following is satisfied:

(i) The investment is suitable for the purchaser upon the basis of facts, if any facts are disclosed by the purchaser, as to the purchaser's other securities holdings, financial situation, and needs. For purposes of this item only, it is presumed that, if the investment does not exceed ten percent (10%) of the investor's net worth, the investment is suitable.

(ii) The purchaser, either alone or with the purchaser's representative or representatives, has the knowledge and experience in financial and business matters that demonstrate that the purchaser is capable of evaluating the merits and risks of the prospective investment.

(26) Any offer or sale of securities after June 30, 2014, by an issuer that meets the requirements of the federal exemption for intrastate offerings in Section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. 77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR 230.147. However, all the following apply:

(A) The issuer must make a notice filing with the division on a form prescribed by the commissioner within thirty (30) days after the first sale in Indiana.

(B) Any commission, discount, or other remuneration for sales of securities in Indiana must be paid or given only to dealers or salespersons licensed under this article.

(C) The issuer must pay the fee established by the commissioner. However, no filing fee is required to file amendments to the form described in clause (A).

(D) Within ten (10) days of receiving the form required by this subdivision, the commissioner may require the issuer to furnish any additional information considered necessary by the commissioner to determine the issuer's qualifications.

(27) An offer or sale of a security made after June 30, 2014, by an issuer if the offer or sale is conducted in accordance with all the following requirements:

(A) The issuer of the security is a business entity organized under the laws of Indiana and authorized to do business in Indiana.

(B) The transaction meets the requirements of the federal exemption for intrastate offerings in Section 3(a)(11) of the Securities Act of 1933 (15 U.S.C. 77c(a)(11)) and Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147).

(C) Except as provided in clause (E), the sum of all cash and other consideration to be received for all sales of the security in reliance on the exemption under this subdivision, excluding sales to any accredited investor or institutional investor, does not exceed the following amount:

(i) If the issuer has not undergone and made available to each prospective investor and the commissioner the documentation resulting from a financial audit of its most recently completed fiscal year that complies with generally accepted accounting principles, one million dollars ($1,000,000), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on the exemption under this subdivision.

(ii) If the issuer has undergone and made available to each prospective investor and the commissioner the documentation resulting from a financial audit of its most recently completed fiscal year that complies with generally accepted accounting principles, two million dollars ($2,000,000), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on the exemption under this subdivision.

(D) An offer or sale to an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer does not count toward the monetary limitations in clause (C).

(E) The issuer does not accept more than five thousand dollars ($5,000) from any single purchaser unless the purchaser is an accredited investor.

(F) Unless waived by written consent by the commissioner, not less than ten (10) days before the commencement of an offering of securities in reliance on the exemption under this subdivision, the issuer must do all the following:

(i) Make a notice filing with the division on a form prescribed by the commissioner.

(ii) Pay the fee established by the commissioner. However, no filing fee is required to file amendments to the form described in item (i).

(iii) Provide the commissioner a copy of the disclosure document to be provided to prospective investors under clause (L).

(iv) Provide the commissioner a copy of an escrow agreement with a bank, regulated trust company or corporate fiduciary, savings bank, savings and loan association, or credit union authorized to do business in Indiana in which the issuer will deposit the investor funds or cause the investor funds to be deposited. The bank, regulated trust company or corporate fiduciary, savings bank, savings and loan association, or credit union in which the investor funds are deposited is only responsible to act at the direction of the party establishing the escrow agreement and does not have any duty or liability, contractual or otherwise, to any investor or other person.

(v) The issuer shall not access the escrow funds until the aggregate funds raised from all investors equals or exceeds the minimum amount specified in the escrow agreement.

(vi) An investor may cancel the investor's commitment to invest if the target offering amount is not raised before the time stated in the escrow agreement.

(G) The issuer is not, either before or as a result of the offering, an investment company, as defined in Section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3), an entity that would be an investment company but for the exclusions provided in Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)), or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 15 U.S.C. 78o(d)).

(H) The issuer informs all prospective purchasers of securities offered under an exemption under this subdivision that the securities have not been registered under federal or state securities law and that the securities are subject to limitations on resale. The issuer shall display the following legend conspicuously on the cover page of the disclosure document:

"IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SEC RULE 147 (17 CFR 230.147(e)) AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.".

(I) The issuer requires each purchaser to certify in writing or electronically as follows:

"I UNDERSTAND AND ACKNOWLEDGE THAT I am investing in a high-risk, speculative business venture. I may lose all of my investment, or under some circumstances more than my investment, and I can afford this loss. This offering has not been reviewed or approved by any state or federal securities commission or division or other regulatory authority and no such person or authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering. The securities I am acquiring in this offering are illiquid, there is no ready market for the sale of such securities, it may be difficult or impossible for me to sell or otherwise dispose of this investment, and, accordingly, I may be required to hold this investment indefinitely. I may be subject to tax on my share of the taxable income and losses of the company, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the company.".

(J) The issuer obtains from each purchaser of a security offered under an exemption under this subdivision evidence that the purchaser is a resident of Indiana and, if applicable, is an accredited investor.

(K) All payments for purchase of securities offered under an exemption under this subdivision are directed to and held by the financial institution specified in clause (F)(iv). The commissioner may request from the financial institutions information necessary to ensure compliance with this section. This information is not a public record and is not available for public inspection.

(L) The issuer of securities offered under an exemption under this subdivision provides a disclosure document to each prospective investor at the time the offer of securities is made to the prospective investor that contains all the following:

(i) A description of the company, its type of entity, the address and telephone number of its principal office, its history, its business plan, and the intended use of the offering proceeds, including any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer.

(ii) The identity of all persons owning more than twenty percent (20%) of the ownership interests of any class of securities of the company.

(iii) The identity of the executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the issuer, including their titles and their prior experience.

(iv) The terms and conditions of the securities being offered and of any outstanding securities of the company; the minimum and maximum amount of securities being offered, if any; either the percentage ownership of the company represented by the offered securities or the valuation of the company implied by the price of the offered securities; the price per share, unit, or interest of the securities being offered; any restrictions on transfer of the securities being offered; and a disclosure of any anticipated future issuance of securities that might dilute the value of securities being offered.

(v) The identity of any person who has been or will be retained by the issuer to assist the issuer in conducting the offering and sale of the securities, including any website operator but excluding persons acting solely as accountants or attorneys and employees whose primary job responsibilities involve the operating business of the issuer rather than assisting the issuer in raising capital.

(vi) For each person identified as required in this clause, a description of the consideration being paid to the person for such assistance.

(vii) A description of any litigation, legal proceedings, or pending regulatory action involving the company or its management.

(viii) The names and addresses, including the Uniform Resource Locator, of each website that will be used by the issuer to offer or sell securities under an exemption under this subdivision.

(ix) Any additional information material to the offering, including, if appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion must be concise and organized logically and may not be limited to risks that could apply to any issuer or any offering.

(M) The exemption under this subdivision may not be used in conjunction with any other exemption under this article, except for offers and sales to individuals identified in the disclosure document, during the immediately preceding twelve (12) month period.

(N) The exemption described in this subdivision does not apply if an issuer or person affiliated with the issuer or offering is subject to disqualification established by the commissioner by rule or contained in the Securities Act of 1933 (15 U.S.C. 77c(a)(11)) and Rule 262 adopted under the Securities Act of 1933 (17 CFR 230.262). However, this clause does not apply if both of the following are met:

(i) On a showing of good cause and without prejudice to any other action by the commissioner, the commissioner determines that it is not necessary under the circumstances that an exemption is denied.

(ii) The issuer establishes that it made a factual inquiry into whether any disqualification existed under this subdivision but did not know, and in the exercise of reasonable care, could not have known that a disqualification existed under this subdivision. The nature and scope of the requisite inquiry will vary based on the circumstances of the issuer and the other offering participants.

(O) The offering exempted under this subdivision is made exclusively through one (1) or more websites and each website is subject to the following:

(i) Before any offer or sale of securities, the issuer must provide to the website operator evidence that the issuer is organized under the laws of Indiana and is authorized to do business in Indiana.

(ii) Subject to items (iii) and (v), the website operator must register with the division by filing a statement, accompanied by the filing fee established by the commissioner, that includes all the information described in section 2.3(b) of this chapter.

(iii) The website operator is not required to register as a broker-dealer if all the conditions in section 2.3(c) of this chapter apply with respect to the website and its operator.

(iv) If any change occurs that affects the website's registration exemption, the website operator must notify the division within thirty (30) days after the change occurs.

(v) The website operator is not required to register as a broker-dealer under item (ii) if the website operator is registered as a broker-dealer under the Securities Exchange Act of 1934 (15 U.S.C. 78o) or is a funding portal registered under the Securities Act of 1933 (15 U.S.C. 77d-1) and the Securities and Exchange Commission has adopted rules under authority of Section 3(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(h)) and P.L.112-106, Section 304, governing funding portals. This item does not require a website operator to register as a broker-dealer under the Securities Exchange Act of 1934 or as a funding portal under the Securities Act of 1933.

(vi) The issuer and the website operator must maintain records of all offers and sales of securities effected through the website and must provide ready access to the records to the division, upon request. The records of a website operator under this clause are subject to the reasonable periodic, special, or other audits or inspections by a representative of the commissioner, in or outside Indiana, as the commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The commissioner may copy, and remove for audit or inspection copies of, all records the commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The commissioner may assess a reasonable charge for conducting an audit or inspection under this item.

(vii) The website operator shall limit website access to the offer or sale of securities to only Indiana residents.

(viii) The website operator shall not hold, manage, possess, or handle investor funds or securities.

(ix) The website operator may not be an investor in any Indiana offering under this subdivision or subdivision (26).

(P) An issuer of a security, the offer and sale of which is exempt under this subdivision, shall provide, free of charge, a quarterly report to the issuer's investors until no securities issued under an exemption under this subdivision are outstanding. An issuer may satisfy the reporting requirement of this clause by making the information available on a website if the information is made available within forty-five (45) days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer shall file each quarterly report under this clause with the division and, if the quarterly report is made available on a website, the issuer shall also provide a written copy of the report to any investor upon request. The report must contain all the following:

(i) Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received.

(ii) An analysis by management of the issuer of the business operations and financial condition of the issuer.

(Q) In 2019 and every fifth year thereafter, the commissioner shall cumulatively adjust the dollar limitations provided in clause (C) to reflect the change in the Consumer Price Index for all Urban Consumers published by the federal Bureau of Labor Statistics rounding each dollar limitation to the nearest fifty thousand dollars ($50,000).

(28) An offer to sell or a sale of a security of an issuer made after June 30, 2017, in which the offer or sale is made in compliance with federal Regulation Crowdfunding (17 CFR 227) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933. The following apply to an offering exempt under federal Regulation Crowdfunding (17 CFR 227):

(A) If the issuer either has its principal place of business in Indiana or sells fifty percent (50%) or greater of the aggregate amount of the offering to residents of Indiana, the issuer shall file the following with the commissioner:

(i) A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the Securities and Exchange Commission.

(ii) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form.

(B) If the issuer has its principal place of business in Indiana, the filing required by clause (A) must be filed with the commissioner when the issuer makes its initial Form C filing concerning the offering with the Securities and Exchange Commission. If the issuer does not have its principal place of business in Indiana but residents of Indiana have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required by clause (A) must be filed when the issuer becomes aware that the purchases have met this threshold and not later than thirty (30) days after the date of completion of the offering.

(C) The initial notice filing is effective for twelve (12) months after the date of the filing with the commissioner.

(D) For each additional twelve (12) month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding (17 CFR 227) may renew its notice filing by filing, on or before the expiration of the notice filing:

(i) a completed Uniform Notice of Federal Crowdfunding Offering form marked "renewal";

(ii) a cover letter or other document requesting renewal; or

(iii) both the form described in item (i) and a cover letter or other document described in item (ii).

(E) The issuer may increase the amount of securities offered in Indiana by submitting a completed Uniform Notice of Federal Crowdfunding Offering form marked "amendment" or another document describing the transaction.

(29) An offer to sell or a sale of a security of an issuer made after June 30, 2017, in which the offer or sale is made in compliance with Tier 2 of federal Regulation A and Section 18(b)(3) or 18(b)(4) of the Securities Act of 1933. The following apply to an offering exempt under Tier 2 of federal Regulation A:

(A) The issuer shall file the following with the commissioner at least twenty-one (21) calendar days before the initial sale in Indiana:

(i) A completed Uniform Notice of Regulation A - Tier 2 Offering form or copies of all documents filed with the Securities and Exchange Commission.

(ii) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Regulation A - Tier 2 Offering form.

(B) The initial notice filing is effective for twelve (12) months from the date of the filing with the commissioner.

(C) For each additional twelve (12) month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew its notice filing by filing, on or before the expiration of the notice filing:

(i) the Uniform Notice of Regulation A - Tier 2 Offering form marked "renewal";

(ii) a cover letter or other document requesting renewal; or

(iii) both the form described in item (i) and a cover letter or other document described in item (ii).

(D) The issuer may increase the amount of securities offered in Indiana by submitting a completed Uniform Notice of Regulation A - Tier 2 Offering form marked "amendment" or another document describing the transaction.

As added by P.L.27-2007, SEC.23. Amended by P.L.71-2014, SEC.1; P.L.106-2014, SEC.3; P.L.160-2015, SEC.3; P.L.158-2017, SEC.2; P.L.32-2018, SEC.1; P.L.23-2026, SEC.238.