Ind. Code § 23-14-78-4 — Indiana Code / Title 23 / Article 14 / Chapter 78 / Section 23-14-78-4
Assuming maintenance responsibilities
Status: in_force

Sec. 4. (a) A county or a township may agree to maintain a cemetery to which this chapter applies. If a county or a township agrees to maintain a cemetery to which this chapter applies, it shall maintain the cemetery as described in IC 23-14-68-3. A county or a township that assumes the maintenance responsibilities for a cemetery under this section may seek reimbursement from the property owner for the costs of maintaining the cemetery.

(b) Prior to a county or township assuming the maintenance responsibilities for a cemetery under this section, a property owner must do the following:

(1) Employ a professional surveyor to conduct a survey of the property on which the cemetery is located.

(2) Convey to the county or township, without consideration, an easement or fee simple title to the portion of the property on which the cemetery is located.

(3) If the portion of the property on which the cemetery is located is not accessible by a public road, convey to the township or county, without consideration, an easement for access to the cemetery.

(c) A property owner who transfers the maintenance responsibilities for a cemetery under this section may not file an application for the property to receive the cemetery tax assessment rate under IC 6-1.1-6.8.

(d) A property owner must make a reasonable effort to maintain a cemetery on the property owner's property. For purposes of this subsection, a reasonable effort to maintain a cemetery means the maintenance responsibilities described in IC 23-14-68-3. However, a property owner is not required to construct a fence where there is not one unless the township or the county provides the supplies, labor, and other expenses for the construction.

(e) A property owner who fails to perform the maintenance responsibilities required under subsection (d) commits a Class C infraction if:

(1) the township or the county provides two (2) written notices to the property owner, at the property owner's address of record, stating that the property owner is not maintaining the cemetery as required and may be subject to a Class C infraction; and

(2) the property owner fails to maintain the cemetery as required by this chapter within thirty (30) days after the second notice provided under subdivision (1).

As added by P.L.102-2020, SEC.3.
Ind. Code § 23-1-37-12 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-12
Authorization of indemnification
Status: in_force

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

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

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

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

(3) By special legal counsel:

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

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

(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

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

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-14-53-2 — Indiana Code / Title 23 / Article 14 / Chapter 53 / Section 23-14-53-2
Duties upon receipt of deposit or legacy of money
Status: in_force

Sec. 2. (a) A church, corporation, or association that receives a deposit or legacy of money to be held in trust under section 1 of this chapter shall:

(1) adopt rules concerning the investment and safekeeping of any deposit or bequest; and

(2) designate a financial institution as the depository of the funds.

(b) The depository designated under subsection (a) must:

(1) agree upon the rate of interest it will pay on the funds; and

(2) pay interest on the funds to the church, corporation, or association:

(A) on a basis agreed upon by the depository and the church, corporation, or association; but

(B) not less frequently than quarterly;

for the purpose of taking care of the particular lot or lots, monument, vault, or gravestone for which the money was given or donated.

(c) The money on deposit in the depository under this section shall not be used for any purpose other than taking care of the particular lot or lots, monument, vault, or gravestone, and only the interest earned on the deposit or legacy may be used.

(d) The:

(1) deposit or legacy placed on deposit; and

(2) interest earned on the deposited funds;

are exempt from taxation under IC 6. However, this chapter does not repeal or modify IC 23-14-65.

As added by P.L.52-1997, SEC.27.
Ind. Code § 23-14-67-5 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-5
Transfer of control and management to a cemetery caretaker
Status: in_force

Sec. 5. (a) The board of commissioners of a county may appoint a cemetery caretaker to control and manage a cemetery to which this chapter applies. For purposes of this subsection, a majority of the board of commissioners must vote to appoint the cemetery caretaker.

(b) If a cemetery caretaker is appointed under this section and the position becomes vacant, the board of commissioners shall appoint a new cemetery caretaker not later than ninety (90) days after the position becomes vacant.

(c) A cemetery caretaker appointed under this section has the same powers and duties of a county cemetery commission under this chapter.

As added by P.L.113-2022, SEC.14.
Ind. Code § 23-1-22-1 — Indiana Code / Title 23 / Article 1 / Chapter 22 / Section 23-1-22-1
Purpose of corporation; law governing
Status: in_force

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

(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this article unless provisions for incorporation of corporations engaging in that business exist under that statute.

As added by P.L.149-1986, SEC.6.
Ind. Code § 23-1-22-4 — Indiana Code / Title 23 / Article 1 / Chapter 22 / Section 23-1-22-4
Procedures regulating transactions resulting in change of control
Status: in_force

Sec. 4. (a) In addition to any other provision contained in its articles of incorporation or bylaws or authorized by any other provision of this article, a corporation may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result in a change of control of such corporation.

(b) For purposes of this section and any procedure established under this section, "control" means:

(1) for any corporation having one hundred (100) or more shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than ten percent (10%) of the voting shares of a corporation's outstanding voting shares; and

(2) for any corporation having fewer than one hundred (100) shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than fifty percent (50%) of the voting shares of the corporation's outstanding voting shares.

(c) A procedure established under this section may be adopted:

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

(2) by amending the articles of incorporation; or

(3) notwithstanding that a vote of the shareholders would otherwise be required by any other provision of this article or the articles of incorporation for the adoption or implementation of all or any portion of the procedure, by amending the bylaws.

As added by P.L.149-1986, SEC.6.
Ind. Code § 23-0.5-8-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 8 / Section 23-0.5-8-4
Principal office address of remote entities
Status: in_force

Sec. 4. (a) If an entity conducts all business via telecommunications without a nonresidential physical office, the entity may include with any filing that requires a principal office address a statement that the principal office address is a contact address.

(b) An entity described in subsection (a) must disclose:

(1) the contact address; and

(2) an electronic mail address associated with the entity;

to the secretary of state. The information disclosed by an entity under this subsection shall not be a part of the public record.

As added by P.L.96-2025, SEC.7.
Ind. Code § 23-17-19-3 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-3
Approval of mergers
Status: in_force

Sec. 3. (a) Unless this article, articles of incorporation, bylaws, or the board of directors or members acting under subsection (c) require a greater vote or voting by class, a plan of merger to be adopted must be approved as follows:

(1) By the board of directors.

(2) By the members, if any, by a majority of the votes cast.

(3) In writing by a person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to articles of incorporation or bylaws.

(b) If a corporation does not have members, a merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors meeting at which the approval is to be obtained under IC 23-17-15-3. The notice must also state that the purpose of the meeting is to consider the proposed merger.

(c) Unless articles of incorporation provide otherwise, a proposed merger and plan of merger must be initiated by a board of directors. The board of directors may condition the submission of the proposed merger on receipt of a higher percentage of affirmative votes of the members or on another basis.

(d) If a board of directors seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting under IC 23-17-10-5. The notice must also state that the purpose of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

(e) If a board of directors seeks to have a plan approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include a provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a separate voting group on the proposed amendment under IC 23-17-17-6 or IC 23-17-18-2. The plan is approved by a class of members by a majority of the votes cast by the class.

(g) After a merger is adopted and before articles of merger are filed, the planned merger may be abandoned subject to any contractual rights without further action by members or other persons who approved the plan:

(1) under the procedure set forth in the plan of merger; or

(2) if a procedure is not set forth, in the manner determined by the board of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.127; P.L.96-1993, SEC.13.
Ind. Code § 23-17-1-4 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-4
Article citation
Status: in_force

Sec. 4. This article may be cited as the Indiana Nonprofit Corporation Act of 1991.

As added by P.L.96-1993, SEC.4.
Ind. Code § 23-0.6-1-4 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-4
Status of filings
Status: in_force

Sec. 4. A filing under this article signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-17-2-20 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-20
"Person"
Status: in_force

Sec. 20. "Person" means an individual or entity.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-49-3 — Indiana Code / Title 23 / Article 14 / Chapter 49 / Section 23-14-49-3
Violation of chapter; Class A misdemeanor
Status: in_force

Sec. 3. A person who knowingly violates this chapter commits a Class A misdemeanor.

As added by P.L.52-1997, SEC.23.
Ind. Code § 23-6-3-1 — Indiana Code / Title 23 / Article 6 / Chapter 3 / Section 23-6-3-1
Body politic and corporate; powers
Status: in_force

Sec. 1. The Indiana historical society is a body politic and corporate that may:

(1) have perpetual succession;

(2) hold, purchase, receive, enjoy and transfer any property, real and personal;

(3) have and use a common seal; and

(4) sue and be sued, plead and be impleaded, defend and be defended in all courts of judicature whatever.

Formerly: Acts 1831, c.34, s.1. As added by Acts 1982, P.L.146, SEC.1.
Ind. Code § 23-0.5-9-48 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-48
Articles of abandonment of interest exchange
Status: in_force

Sec. 48. The secretary of state shall collect the following fees for filing articles of abandonment of interest exchange:

(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 § 23-16-3-4 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-4
Cancellation of certificate
Status: in_force

Sec. 4. A certificate of limited partnership shall be cancelled by filing a certificate of cancellation upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and must include the following:

(1) The name of the limited partnership.

(2) The date of filing of its certificate of limited partnership.

(3) The reason for filing the certificate of cancellation.

(4) The effective date or time (which must be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate.

(5) Any other information the person filing the certificate of cancellation determines.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-19-4.1-2.1 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-2.1
"Financially vulnerable adult"
Status: in_force

Sec. 2.1. As used in this chapter, "financially vulnerable adult" means an individual to whom one (1) or more of the following apply:

(1) The individual is at least sixty-five (65) years of age.

(2) The individual is:

(A) at least eighteen (18) years of age; and

(B) incapable, by reason of:

(i) mental illness;

(ii) intellectual disability;

(iii) dementia; or

(iv) other physical or mental incapacity;

of managing or directing the management of the individual's property.

As added by P.L.158-2017, SEC.7.
Ind. Code § 23-19-5-4 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-4
Sales and advertising literature filing
Status: in_force

Sec. 4. (a) Except as otherwise provided in subsection (b), a rule adopted or order issued under this article may require the filing of a prospectus, a pamphlet, a circular, a form letter, an advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this article.

(b) This section does not apply to sales and advertising literature specified in subsection (a) that relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by IC 23-19-2-1, IC 23-19-2-2, or IC 23-19-2-3 except as required under IC 23-19-2-1(7).

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-0.5-1.5-35 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-35
"Record"
Status: in_force

Sec. 35. "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2-2.5-40 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-40
Certificate of commissioner as evidence
Status: in_force

Sec. 40. In any civil or criminal proceeding under this chapter a certificate duly signed by the commissioner showing compliance or noncompliance with this chapter respecting the franchise in question or respecting compliance or noncompliance with this chapter by any person constitutes prima facie evidence of such compliance or such noncompliance and is admissible in evidence in any such proceeding.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-2.5-1-15 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-15
"Loan broker employee"
Status: in_force

Sec. 15. "Loan broker employee" means an individual:

(1) who is an employee of a single loan broker who is licensed under this article;

(2) for whom the loan broker, in addition to providing a wage or salary:

(A) pays Social Security and unemployment taxes; and

(B) withholds local, state, and federal income taxes;

(3) who acts at the direction of, and subject to the supervision of, the loan broker; and

(4) who performs loan processing activities on behalf of the loan broker.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.3.
Ind. Code § 23-2.5-11-3 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-3
Investigation; orders; penalties
Status: in_force

Sec. 3. (a) If the commissioner determines that a person has engaged in or is about to engage in an act or a practice that violates this article or a rule or an order under this article, the commissioner may investigate and issue:

(1) with a prior hearing if there exists no substantial threat of immediate irreparable harm; or

(2) without a prior hearing if there exists a substantial threat of immediate irreparable harm;

orders and notices determined by the commissioner to be in the public interest, including cease and desist orders, orders to show cause, and notices.

(b) After notice and hearing, the commissioner may enter an order of rescission, restitution, or disgorgement, including interest at the rate of eight percent (8%) per year, directed to a person who the commissioner determines has violated this article or a rule or an order under this article.

(c) If the commissioner determines, after a hearing, that a person has violated this article or a rule or an order under this article, the commissioner may, in addition to other remedies, impose a civil penalty on the person in an amount not to exceed ten thousand dollars ($10,000) for each violation.

(d) Upon the commissioner's issuance under subsection (a) of an order or notice without a prior hearing, the commissioner shall promptly notify:

(1) the respondent; and

(2) if the subject of the order or notice is a mortgage loan originator or a manager, the loan broker for whom the mortgage loan originator or manager is employed;

of the issuance of the order or notice.

(e) The notification required by subsection (d) must include the following:

(1) Notice that the order or notice has been issued.

(2) Notice of the reasons the order or notice has been issued.

(3) Notice that upon the commissioner's receipt of a written request from the person against which the order or notice is issued, the matter will be set for a hearing to commence not later than:

(A) fifteen (15) business days after the commissioner's receipt of the request if the original order or notice issued by the commissioner was a summary suspension, summary revocation, or denial of a license; and

(B) forty-five (45) business days after the commissioner's receipt of the request for any other order or notice, unless the respondent consents to a later date.

(f) If a hearing:

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

(2) is not ordered by the commissioner;

an order or notice issued under this section remains in effect until the order or notice is modified or vacated by the commissioner.

(g) If a hearing is requested under subsection (e) or ordered by the commissioner, the commissioner, after notice of an opportunity for hearing, may modify or vacate the order or notice or extend the order or notice until final determination.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.30.
Ind. Code § 23-1-33-5 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-5
Terms of office
Status: in_force

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at:

(1) the next; or

(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;

annual shareholders' meeting following their election.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy expires at the end of the term for which the director's predecessor was elected.

(e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.

As added by P.L.149-1986, SEC.17. Amended by P.L.133-2009, SEC.23; P.L.118-2017, SEC.12.
Ind. Code § 23-17-3-4 — Indiana Code / Title 23 / Article 17 / Chapter 3 / Section 23-17-3-4
Articles of incorporation; optional corporate powers provisions
Status: in_force

Sec. 4. Articles of incorporation do not have to contain any of the corporate powers set forth under this article.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-20-9 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-9
"Employee"
Status: in_force

Sec. 9. "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-14-44-3 — Indiana Code / Title 23 / Article 14 / Chapter 44 / Section 23-14-44-3
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.18.
Ind. Code § 23-17-2-4 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-4
"Board of directors"
Status: in_force

Sec. 4. (a) "Board of directors" means the person or group of persons vested with overall management of the affairs of the domestic or foreign corporation.

(b) The term does not include a person or group of persons because of powers delegated to the person or group under IC 23-17-12-1.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-17-17-11 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-11
Rights, claims, proceedings, and limitations not affected by amendment to articles or by change of corporate name
Status: in_force

Sec. 11. (a) An amendment to articles of incorporation does not affect the following:

(1) A proceeding to which the corporation is a party in a cause of action existing against or in favor of the corporation.

(2) A requirement or limitation imposed upon the corporation or any property held by the corporation by virtue of any trust upon which the property is held by the corporation.

(3) The existing rights of persons other than members of the corporation.

(b) An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in the corporation's former name.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-43-15 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-15
"Share acquisition date" defined
Status: in_force

Sec. 15. As used in this chapter, "share acquisition date", with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-1.3-4-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 4 / Section 23-1.3-4-2
Specific public benefit purpose
Status: in_force

Sec. 2. (a) A benefit corporation may identify in its articles of incorporation one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to the benefit corporation's purposes under IC 23-1-21-2 and section 1 of this chapter.

(b) The identification of a specific public benefit under subsection (a) does not limit the purpose of a benefit corporation to create general public benefit under section 1 of this chapter.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-57-5 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-5
Removal for autopsy or reinterment
Status: in_force

Sec. 5. (a) The remains of a deceased human interred, entombed, or inurned in a plot in a cemetery may be removed from the plot for the purpose of autopsy or reinterment, reentombment, or reinurnment in another cemetery with:

(1) the consent of the owner of the cemetery; and

(2) the written consent of an individual authorized to give consent under section 1(b)(3) of this chapter.

(b) If the:

(1) consent of the owner of the cemetery cannot be obtained; or

(2) identity of a person from whom consent is required under subsection (a)(2) cannot be determined;

the remains of a deceased human can be removed for the purpose of autopsy or reinterment, reentombment, or reinurnment in another cemetery only under a judgment of the circuit or superior court with jurisdiction in the county in which the cemetery is located.

As added by P.L.52-1997, SEC.31. Amended by P.L.113-2007, SEC.6; P.L.132-2011, SEC.1.
Ind. Code § 23-0.5-3-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 3 / Section 23-0.5-3-3
Reservation of exclusive use of name
Status: reserved

Sec. 3. (a) A person may reserve the exclusive right to the use of a name by delivering an electronic application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved, excluding any word, phrase, or abbreviation described in section 1(c) of this chapter. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for renewable one hundred twenty (120) day periods.

(b) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state, electronically, a signed notice in a record of the transfer which states the name and address of the transferee.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.8.
Ind. Code § 23-2-3.1-3 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-3
Statement; filing with commissioner; copy to target company
Status: in_force

Sec. 3. Any offeror, before making a takeover offer, shall:

(1) file any required statements with the commissioner in compliance with sections 5 and 5.5 of this chapter; and

(2) not later than the filing date of the statements, deliver a copy of each statement to the president of the target company at its principal office.

As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.2.
Ind. Code § 23-17-30-2 — Indiana Code / Title 23 / Article 17 / Chapter 30 / Section 23-17-30-2
Religious doctrines; conflict with statutes
Status: in_force

Sec. 2. If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with this article, the religious doctrine or practice control to the extent required by the Constitution of the United States or the Constitution of the State of Indiana.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-71-2 — Indiana Code / Title 23 / Article 14 / Chapter 71 / Section 23-14-71-2
Holding of title to real estate
Status: in_force

Sec. 2. The Union Chapel Cemetery Association holds title to the real estate of the Union Chapel Cemetery in Washington Township, Marion County, Indiana, for the uses and purposes of a public cemetery.

As added by P.L.52-1997, SEC.45.
Ind. Code § 23-2-3.1-8.4 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-8.4
Subsequent acquisition of equity securities by offeror; equivalent terms; limitation
Status: in_force

Sec. 8.4. No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms.

As added by P.L.242-1983, SEC.6.
Ind. Code § 23-0.5-3-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 3 / Section 23-0.5-3-1
Permitted names; falsely implying government agency status or connection
Status: reserved

Sec. 1. (a) Except as otherwise provided in subsection (d), after December 31, 2017, the name under which a domestic filing entity may be formed, the name under which a foreign entity may register to do business in Indiana, a name reserved under section 3 of this chapter, or an assumed name registered under section 4 of this chapter must be distinguishable on the records of the secretary of state from any:

(1) name of an existing domestic filing entity;

(2) name of a domestic filing entity that has not been administratively dissolved for more than one hundred twenty (120) days;

(3) name of a foreign entity registered to do business in this state under IC 23-0.5-5;

(4) name reserved under section 3 of this chapter, IC 23-1-23 (before its repeal), IC 23-16-2-2 (before its repeal), IC 23-17-5 (before its repeal), or IC 23-18-2-9 (before its repeal);

(5) assumed name registered under IC 23-15-1-1(e) (before that chapter's repeal); or

(6) assumed name registered under section 4(e) of this chapter.

(b) If an entity consents in a record to the use of its name in a form satisfactory to the secretary of state, the name of the consenting entity may be used by the entity to which the consent was given. Consent may not be given for the use of a reserved name.

(c) Except as otherwise provided in subsection (d), in determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation", "corp.", "incorporated", "Inc.", "company", "co", "professional corporation", "PC", "P.C.", "professional service corporation", "PSC", "P.S.C.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited liability company-s", "LLC-s", or "L.L.C.-s", may not be taken into account.

(d) Consent is not needed in the following cases in which an entity's name is no longer distinguishable on the records of the secretary of state from an assumed business name of another entity:

(1) In the case of an entity that files an entity filing that changes only the word, phrase, or abbreviation described in subsection (c) that indicates what type of entity the entity is.

(2) In the case of an entity that files its public organic record or certificate of registration using a name the entity has reserved under this title before January 1, 2018.

(3) In the case of an entity that files an application for reinstatement not more than one hundred twenty (120) days after the effective date of a dissolution under IC 23-0.5-6.

(e) The name or assumed name of a domestic filing entity or foreign filing entity shall not contain language that falsely indicates or implies that the domestic filing entity or the foreign filing entity is, or is connected with, a government agency of this state, another state, or the United States.

(f) If the name or assumed name of a domestic filing entity or foreign filing entity on record with the secretary of state violates subsection (e), the secretary of state may remove the name or assumed name from the record.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.6; P.L.206-2021, SEC.1.
Ind. Code § 23-0.6-1.5-23 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-23
"Plan of interest exchange"
Status: in_force

Sec. 23. "Plan of interest exchange" means a plan under IC 23-0.6-3-2.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-4-1-45.1 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.1
Limited liability partnerships; amendment of registration
Status: in_force

Sec. 45.1. (a) As used in this section, “limited liability partnership” refers to a:

(1) limited liability partnership; or

(2) foreign limited liability partnership;

as defined in section 2 of this chapter.

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

(c) A certificate of amendment must contain the following:

(1) The name of the limited liability partnership.

(2) The date the registration was filed.

(3) The amendment to the registration.

(d) A certificate of amendment must be accompanied by a thirty dollar ($30) filing fee.

(e) Subject to subsection (f), the registration of a limited liability partnership may be amended at any time.

(f) An amended registration must contain only provisions that may be lawfully contained in the registration when the amendment is made.

As added by P.L.34-1997, SEC.9.
Ind. Code § 23-0.5-9-25 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-25
Articles of designation
Status: in_force

Sec. 25. The secretary of state shall collect the following fees for filing articles of designation:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-7-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 7 / Section 23-0.5-7-3
Certification to attorney general
Status: in_force

Sec. 3. The secretary of state shall certify to the attorney general, for an action as the attorney general reasonably considers appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this title under which the entity was created, requiring or permitting action by the attorney general.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-7-4 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-4
Rights and duties; membership classes
Status: in_force

Sec. 4. Members shall have the same rights and obligations with respect to:

(1) voting;

(2) dissolution;

(3) redemption; and

(4) transfer;

unless articles of incorporation or bylaws establish classes of membership with different rights or obligations. Members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by articles of incorporation or bylaws.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-48-2.4 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-2.4
Investment of money in perpetual care fund
Status: in_force

Sec. 2.4. (a) As used in this section, "broker or brokerage firm" refers to a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser authorized under IC 23-19 to transact business in Indiana.

(b) As used in this section, "financial institution" means any bank, trust company, mutual savings bank, savings association, or credit union that was organized and is operating under Indiana law or the laws of the United States.

(c) As used in this section, "money market mutual fund" means either of the following:

(1) A money market mutual fund that meets the conditions of 17 CFR 270.2a-7 under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).

(2) A money market mutual fund that at all times invests only in:

(A) obligations that are issued, guaranteed, or insured by the United States government; or

(B) collateralized repurchase agreements composed of obligations described in clause (A).

(d) As used in this section, "mutual fund" means:

(1) an investment company; or

(2) in the case of an investment company that is organized as a series company, an investment company series;

that is registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).

(e) In administering a perpetual care fund established under section 2 of this chapter, the cemetery owner, trustee, or other entity administering the fund shall exercise the judgment and care required by IC 30-4-3.5, except that:

(1) the investment of money in the fund is not limited to:

(A) deposit in a financial institution whose deposits are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, the National Credit Union Share Insurance Fund, or another federal insurance fund backed by the full faith and credit of the United States government; or

(B) the purchase of government securities of the United States; and

(2) money in the fund may be invested in any of the following:

(A) Certificates of deposit issued by financial institutions.

(B) Money market mutual funds.

(C) Stock or shares of mutual funds.

(D) Any interest bearing account or fund that is offered by a financial institution or a broker or brokerage firm.

As added by P.L.14-2018, SEC.4.
Ind. Code § 23-17-28-6 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-6
Newsletters, magazines, or other publications; written notice
Status: in_force

Sec. 6. A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or if members are residents of the same household and have the same address in the corporation's current list of members, if addressed or delivered to one (1) of the members at the address appearing on the current list of members.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-32-2 — Indiana Code / Title 23 / Article 1 / Chapter 32 / Section 23-1-32-2
Complaint; stay of proceeding
Status: in_force

Sec. 2. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint (including an investigation commenced under section 4 of this chapter), the court may stay any proceeding until the investigation is completed.

As added by P.L.149-1986, SEC.16.
Ind. Code § 23-2.5-7-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-2
Loan processing activities; notice filing required
Status: in_force

Sec. 2. A loan broker shall not engage the services of a person to perform loan processing activities unless the person has complied with the loan processing company notice filing requirements of IC 23-2.5-5.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-10-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 10 / Section 23-2.5-10-1
Violations in connection with loan broker agreement
Status: in_force

Sec. 1. (a) A person shall not, in connection with a contract for the services of a loan broker, do any of the following:

(1) Employ a device, a scheme, or an artifice to defraud.

(2) Make any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading.

(3) Engage in an act, a practice, or a course of business that operates or would operate as a fraud or deceit on a person.

(4) Collect or solicit consideration, except a bona fide third party fee, in connection with a residential mortgage loan before the loan is closed.

(5) Receive funds that the person knows were generated as a result of a fraudulent act.

(6) File or cause to be filed with a county recorder a document that the person knows:

(A) contains:

(i) a misstatement; or

(ii) an untrue statement;

of material fact; or

(B) omits a statement of a material fact that is necessary to make the statements that are made, in the light of circumstances under which they are made, not misleading.

(7) Knowingly release or disclose the unencrypted, unredacted personal information of a borrower or prospective borrower, unless the personal information is used in an activity authorized by the borrower or prospective borrower under any of the following circumstances:

(A) The personal information is:

(i) included on an application form or another form; or

(ii) transmitted as part of an application or enrollment process.

(B) The personal information is used to obtain a consumer report (as defined in IC 24-5-24-2) for an applicant for credit.

(C) The personal information is used to:

(i) establish, amend, or terminate an account, a contract, or a policy; or

(ii) confirm the accuracy of the personal information.

However, personal information allowed to be disclosed under this clause may not be printed in whole or in part on a postcard or other mailer that does not require an envelope, or in a manner that makes the personal information visible on an envelope or a mailer without the envelope or mailer being opened.

(8) Engage in reckless or negligent activity allowing the release or disclosure of the unencrypted, unredacted personal information of a borrower or prospective borrower, including an action prohibited by IC 23-2.5-8-9.

(9) Knowingly bribe, coerce, or intimidate another person to corrupt or improperly influence the independent judgment of a real estate appraiser with respect to the value of real estate offered as security for a residential mortgage loan, as prohibited by IC 23-2.5-8-2.

(10) Violate any of the following:

(A) The federal Truth in Lending Act (15 U.S.C. 1601 et seq.).

(B) The federal Real Estate Settlement Procedures Act (12 U.S.C. 2601 et seq.).

(C) The federal Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.).

(D) Another federal law or regulation concerning residential mortgage lending.

(11) Omit a material fact or fail to promptly correct a misstatement of material fact in an application made to the commissioner under this article.

(b) A person who commits an act described in subsection (a) is subject to disciplinary proceedings under IC 23-2.5-11.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2-2.5-51 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-51
Service stations; succession to ownership by family member of deceased franchisee
Status: in_force

Sec. 51. (a) Any designated family member of a deceased service station franchisee may succeed to the ownership of the existing agreement if all of the following conditions are met:

(1) The designated family member gives the service station franchisor written notice of the intention to succeed to the service station agreement within thirty (30) days of the service station franchisee's death.

(2) The designated family member agrees to be bound by all terms and conditions of the existing owner's franchise agreement.

(3) There is no good cause for the service station franchisor to refuse to honor the succession.

For purposes of this subsection, the grounds for termination or nonrenewal of a franchise set out in the federal Petroleum Marketing Practices Act (15 U.S.C. 2801 et seq.) constitute good cause. Notification of the refusal must be submitted to the designated family member in writing within sixty (60) days after the date of the service station franchisee's death, and must specify the reasons for the refusal. The form of the written notice required under this subsection shall be prescribed in the terms of the agreement.

(b) This section does not apply to agreements between franchisors and service station franchisees entered into or renewed before July 1, 1983.

As added by P.L.241-1983, SEC.2.
Ind. Code § 23-0.5-1.5-4.2 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-4.2
"Contact address"
Status: in_force

Sec. 4.2. "Contact address" means the residence address of a governing person of an entity, whether or not that residence is in Indiana, or the address of the customer of a commercial mail receiving agency with which a governing person of an entity has a valid commercial mail receiving agreement established with the United States Postal Service as long as the information required by IC 23-0.5-8-4 is provided to the secretary of state's office.

As added by P.L.96-2025, SEC.1.
Ind. Code § 23-1-40-5 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-5
Surviving corporation; filing of articles of merger or share exchange
Status: in_force

Sec. 5. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state for filing articles of merger or share exchange setting forth:

(1) the name of the surviving or acquiring corporation following the merger or share exchange;

(2) if shareholder approval was not required, a statement to that effect;

(3) if approval of the shareholders of one (1) or more corporations party to the merger or share exchange was required:

(A) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the merger or share exchange as to each corporation; and

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

(b) Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles of merger or share exchange are filed.

(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving or acquiring corporation 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.149-1986, SEC.24. Amended by P.L.133-2009, SEC.33.
Ind. Code § 23-18-13-2 — Indiana Code / Title 23 / Article 18 / Chapter 13 / Section 23-18-13-2
References
Status: in_force

Sec. 2. All references to this article in the articles of organization, operating agreement, and other rules that govern the internal affairs of a limited liability company are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.118-2017, SEC.109.
Ind. Code § 23-17-16-14 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-14
Purchase of insurance
Status: in_force

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was:

(1) a director;

(2) an officer;

(3) an employee or agent of the corporation; or

(4) while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of the corporation as a director, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise;

against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.

As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.334.
Ind. Code § 23-1-45-6 — Indiana Code / Title 23 / Article 1 / Chapter 45 / Section 23-1-45-6
Disposition of known claims; procedure
Status: in_force

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

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

(1) specify the amount that the dissolved corporation believes will satisfy the claim;

(2) inform the creditor that it has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim;

(3) provide a mailing address where a dispute of the amount of the claim may be sent;

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

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

(c) If the amount of the claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim within ninety (90) days after the effective date of the dissolved corporation's rejection notice.

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

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

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

(e) Regardless of a dispute in the amount of the claim, the dissolved corporation must tender to the claimant the amount of the claim as set forth by the dissolved corporation in the notice of claim within thirty (30) days after the earliest of the following dates:

(1) The date that the claim becomes fixed.

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

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

As added by P.L.149-1986, SEC.29.
Ind. Code § 23-1-26-8 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-8
Restrictions on transfer or registration of transfer of shares
Status: in_force

Sec. 8. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7(b) of this chapter. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) to preserve exemptions under federal or state securities law; or

(3) for any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may, among other things:

(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or

(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.18.
Ind. Code § 23-20-1-27 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-27
Repealed
Status: repealed

As added by P.L.114-2010, SEC.12. Repealed by P.L.156-2023, SEC.15.
Ind. Code § 23-16-12-6 — Indiana Code / Title 23 / Article 16 / Chapter 12 / Section 23-16-12-6
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Repealed by P.L.118-2017, SEC.83.
Ind. Code § 23-1.5-2-1 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-1
Application of IC 23-1
Status: in_force

Sec. 1. IC 23-1 applies to professional corporations formed under this article. However, in the event of a conflict between this article and IC 23-1, this article applies.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-2-4-22 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-22
Commissioner; powers; hearings and investigations
Status: in_force

Sec. 22. The commissioner, or his designated representative, may:

(1) conduct under IC 4-21.5-3 hearings necessary to carry out this chapter;

(2) hear evidence;

(3) conduct investigations to determine whether any person has violated or is about to violate this chapter or a rule or order issued under this chapter; and

(4) compel the production of any item relevant to an investigation under this chapter.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.7-1987, SEC.104.
Ind. Code § 23-18-2-4 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-4
Formation; articles of organization; contents
Status: in_force

Sec. 4. (a) At least one (1) person may form a limited liability company by causing articles of organization to be executed and filed for record with the office of the secretary of state. A person does not need to be a member of the limited liability company at the time of formation or after formation has occurred.

(b) Articles of organization shall contain the following:

(1) The name of the limited liability company.

(2) The street address of the limited liability company's registered office in Indiana and the name of the limited liability company's registered agent at that office.

(3) The latest date upon which the limited liability company is to dissolve, or a statement that the duration of the limited liability company is perpetual until dissolution in accordance with this article.

(4) If the articles of organization provide for a manager or managers, a statement to that effect.

(5) Any other matters not inconsistent with this article that the members agree to include, including any matters that are required to be or may be included in an operating agreement under this article.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-17-2-15 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-15
"Individual"
Status: in_force

Sec. 15. "Individual" means a natural person. The term includes the estate of an incompetent or a deceased individual.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-53-1 — Indiana Code / Title 23 / Article 14 / Chapter 53 / Section 23-14-53-1
Receipt of deposit or legacy of money
Status: in_force

Sec. 1. (a) Any church, corporation, or association that owns a cemetery may receive from any person a deposit or legacy of money to be held in trust:

(1) in perpetuity; or

(2) for a period that the donor or testator designates in writing.

(b) The earnings of the deposit or legacy shall be used for the purpose of keeping in good condition any lot or lots, monument, vault, or gravestone in the cemetery that is designated by the donor or testator.

As added by P.L.52-1997, SEC.27.
Ind. Code § 23-1-20-23 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-23
"Share"
Status: in_force

Sec. 23. "Share" means the unit into which the proprietary interests in a corporation are divided.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-16-1-13 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-13
Person
Status: in_force

Sec. 13. "Person" means an individual, partnership, limited liability company, domestic limited partnership, foreign limited partnership, trust, estate, association, corporation, or any other individual or entity whether acting in its own capacity or in any representative capacity.

As added by P.L.147-1988, SEC.1. Amended by P.L.8-1993, SEC.330.
Ind. Code § 23-14-47-5 — Indiana Code / Title 23 / Article 14 / Chapter 47 / Section 23-14-47-5
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 5. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.21.
Ind. Code § 23-14-61-3 — Indiana Code / Title 23 / Article 14 / Chapter 61 / Section 23-14-61-3
Writs of prohibition
Status: in_force

Sec. 3. (a) Upon proper proof of a violation of section 1 or section 2 of this chapter, a court of competent jurisdiction may issue writs of prohibition.

(b) After the issuance of writs of prohibition under subsection (a), a fiscal officer who disburses public money to any:

(1) person;

(2) firm;

(3) association;

(4) limited liability company; or

(5) corporation;

against whom or which a writ of prohibition is in effect is liable on the fiscal officer's bond.

As added by P.L.52-1997, SEC.35.
Ind. Code § 23-2-2.5-15 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-15
Notice of stop order
Status: in_force

Sec. 15. (a) Upon the entry of a stop order under section 14 of this chapter, the commissioner shall notify the franchisor:

(1) of the entry of the stop order;

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

(3) that, upon receipt of a written request, the matter will be set down for hearing to commence within fifteen (15) days after receipt of such request, unless the franchisor consents to a later date.

(b) If no hearing is requested or none is ordered by the commissioner, the stop order is effective until it is modified or vacated by the commissioner.

(c) If a hearing is requested or ordered, the commissioner, after notice and hearing, may modify or vacate the stop order.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.7.
Ind. Code § 23-1.3-6-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 6 / Section 23-1.3-6-4
Status of actions
Status: in_force

Sec. 4. The act or inaction of an individual in the individual's capacity as a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-65-12.5 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-12.5
Transfer of control and management to cemetery caretaker
Status: in_force

Sec. 12.5. A municipality may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to a cemetery caretaker.

As added by P.L.113-2022, SEC.11.
Ind. Code § 23-1.3-5-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 5 / Section 23-1.3-5-3
Immune from personal liability
Status: in_force

Sec. 3. Except as otherwise provided in the bylaws of a benefit corporation, a director is not personally liable for monetary damages for:

(1) any action or inaction in the course of performing the duties of a director under section 1 of this chapter if the director performed the duties in compliance with IC 23-1-35 and this chapter; or

(2) the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-42-1 — Indiana Code / Title 23 / Article 14 / Chapter 42 / Section 23-14-42-1
"Burial plot" defined
Status: in_force

Sec. 1. As used in this chapter, "burial plot" means the unit of space consisting of one (1) or more:

(1) grave spaces;

(2) mausoleum crypts;

(3) garden crypts; or

(4) niches;

that was originally conveyed by the cemetery and remaining after any transfers made by the record owner during the record owner's life.

As added by P.L.52-1997, SEC.16.
Ind. Code § 23-2.5-4-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-7
Mortgage loan originator license; effective only with employment; transfer of license; notice of termination
Status: in_force

Sec. 7. (a) The license of a mortgage loan originator is not effective during any period during which the mortgage loan originator is not employed by a loan broker that is licensed under this article.

(b) If a licensed mortgage loan originator seeks to transfer the licensee's license to another loan broker who desires to have the licensee act as a manager or mortgage loan originator, whichever applies, the licensee shall, before acting as a manager or mortgage loan originator for the new employer, submit to the commissioner, on a form prescribed by the commissioner, a license application required by section 3 of this chapter.

(c) If the employment of a manager or mortgage loan originator by a loan broker is terminated:

(1) voluntarily by the manager or mortgage loan originator; or

(2) by the loan broker employing the manager or mortgage loan originator;

the loan broker shall, not later than five (5) days after the date of the termination, notify the commissioner of the termination and the reasons for the termination.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.14.
Ind. Code § 23-0.5-1.5-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-5
"Domestic"
Status: in_force

Sec. 5. "Domestic", with respect to an entity, means governed as to its internal affairs by the law of Indiana.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-45-4 — Indiana Code / Title 23 / Article 1 / Chapter 45 / Section 23-1-45-4
Revocation of dissolution
Status: in_force

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

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

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

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

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

(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if shareholder action was required to revoke the dissolution, the information required by section 3(a)(3) of this chapter.

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

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.

As added by P.L.149-1986, SEC.29.
Ind. Code § 23-0.5-1.5-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-3
"Business corporation"
Status: in_force

Sec. 3. "Business corporation" means a domestic business corporation incorporated under or subject to IC 23-1, IC 23-1.3, or IC 23-1.5 or a foreign business corporation.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-16-8-5 — Indiana Code / Title 23 / Article 16 / Chapter 8 / Section 23-16-8-5
Power of estate of deceased or incompetent partner
Status: in_force

Sec. 5. (a) If a partner who is an individual dies or a court adjudges the partner to be mentally incompetent, the partner's personal representative, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner.

(b) If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by the partner's legal representative or successor.

As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989, SEC.22.
Ind. Code § 23-1-30-3 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-3
Voting of shares; appointment of proxy
Status: in_force

Sec. 3. (a) A shareholder may vote the shareholder's shares in person or by proxy.

(b) A shareholder may authorize a person or persons to act for the shareholder as proxy by any of the following:

(1) A shareholder or the shareholder's designated officer, director, employee, or agent may execute a writing by:

(A) signing it; or

(B) causing the shareholder's signature or the signature of the designated officer, director, employee, or agent of the shareholder to be affixed to the writing by any reasonable means, including by facsimile signature.

(2) A shareholder may transmit or authorize the transmission of an electronic submission. The electronic submission:

(A) may be transmitted by any electronic means, including data and voice telephonic communications and computer network;

(B) may be transmitted to:

(i) the person who will be the holder of the proxy;

(ii) a proxy solicitation firm; or

(iii) a proxy support service organization or similar agency authorized by the person who will be the holder of the proxy to receive the electronic submission; and

(C) must either contain or be accompanied by information from which it can be determined that the electronic submission was transmitted by or authorized by the shareholder.

(3) Any other method allowed by law.

(c) A copy, facsimile telecommunication, or other reliable reproduction of the writing or electronic submission created under subsection (b)(1) or (b)(2) may be used instead of the original writing or electronic submission for all purposes for which the original writing or electronic submission may be used if the copy, facsimile telecommunication, or other reproduction is a complete copy of the entire original writing or electronic submission.

(d) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment.

(e) An appointment of a proxy is revocable by the shareholder unless the appointment conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) a pledgee;

(2) a person who purchased or agreed to purchase the shares;

(3) a creditor of the corporation who extended it credit under terms requiring the appointment;

(4) an employee of the corporation whose employment contract requires the appointment; or

(5) a party to a voting agreement created under IC 23-1-31-2.

(f) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(g) An appointment made irrevocable under subsection (e) is revoked when the interest with which it is coupled is extinguished.

(h) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(i) Subject to section 5 of this chapter and to any express limitation on the proxy's authority contained in the writing or electronic submission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

As added by P.L.149-1986, SEC.14. Amended by P.L.107-1987, SEC.8; P.L.9-1998, SEC.1.
Ind. Code § 23-1-33-8 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-8
Removal
Status: in_force

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders, if they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-16-2-0.2 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-0.2
Effect of repeal of IC 23-4-2
Status: in_force

Sec. 0.2. The repeal of IC 23-4-2 by P.L.147-1988 does not impair:

(1) or otherwise affect the organization or the continued existence of a limited partnership existing before July 1, 1988; or

(2) any contract or affect any right accrued before July 1, 1988.

As added by P.L.220-2011, SEC.382.
Ind. Code § 23-17-25.5-1 — Indiana Code / Title 23 / Article 17 / Chapter 25.5 / Section 23-17-25.5-1
"Charitable organization"
Status: in_force

Sec. 1. As used in this chapter, "charitable organization" means any organization described in Section 501 of the Internal Revenue Code.

As added by P.L.40-2023, SEC.1.
Ind. Code § 23-4-1-50 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-50
Repealed
Status: repealed

As added by P.L.230-1995, SEC.15. Amended by P.L.63-2014, SEC.10. Repealed by P.L.118-2017, SEC.42.
Ind. Code § 23-1-21-5 — Indiana Code / Title 23 / Article 1 / Chapter 21 / Section 23-1-21-5
Organizational meeting
Status: in_force

Sec. 5. (a) After incorporation:

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by electing or appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation; and

(3) if a corporation, under IC 23-1-33-1(c), will not have a board of directors, the subscribers shall hold an organizational meeting to complete the organization of the corporation.

(b) An action required or permitted by this article to be taken by incorporators or subscribers at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents that describe the action taken and that are signed by each incorporator or subscriber.

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

As added by P.L.149-1986, SEC.5. Amended by P.L.226-1989, SEC.2.
Ind. Code § 23-14-67-1 — Indiana Code / Title 23 / Article 14 / Chapter 67 / Section 23-14-67-1
Application of chapter; determination of Civil War burial grounds
Status: in_force

Sec. 1. (a) This chapter applies to a cemetery that:

(1) is without funds or sources of funds for reasonable maintenance;

(2) has suffered neglect and deterioration;

(3) may be the burial grounds for an Indiana pioneer leader or veteran of an American war, including the Revolutionary War; and

(4) either:

(A) was established before 1875; or

(B) is a burial ground for a veteran of the Civil War.

(b) A county cemetery commission shall determine if a cemetery is a burial ground for a veteran of the Civil War under subsection (a)(4)(B) based on evidence presented to the county cemetery commission from any of the following:

(1) The Indiana historical bureau established by IC 4-23-7.2-2.

(2) The Indiana historical society established under IC 23-6-3.

(3) A historical society (as defined in IC 36-10-13-3).

(4) Indiana Landmarks.

(5) The division of historic preservation and archeology of the department of natural resources.

(6) The Indiana archives and records administration under IC 5-15-5.1-5.

(c) A county may also assume responsibility for the maintenance of a cemetery under IC 23-14-78.

As added by P.L.52-1997, SEC.41. Amended by P.L.11-2012, SEC.1; P.L.42-2018, SEC.27; P.L.102-2020, SEC.1.
Ind. Code § 23-19-4.1-5 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-5
"Qualified individual"
Status: in_force

Sec. 5. As used in this chapter, "qualified individual" means an individual associated with a broker-dealer or investment adviser who serves in a supervisory, compliance, or legal capacity as part of the individual's job.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.8.
Ind. Code § 23-14-48-1 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-1
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.22.
Ind. Code § 23-19-1-4 — Indiana Code / Title 23 / Article 19 / Chapter 1 / Section 23-19-1-4
Construction in relation to corporation
Status: in_force

Sec. 4. Nothing in this article shall be construed to relieve corporations from making reports required by law to be made to the secretary of state or any other state officer, or paying the fees to be paid by corporations. This article shall not be construed to repeal any law regulating the organization of corporations in this state, or the admission of any foreign corporation, but the provisions of this article shall be construed to be additional to any provisions regulating the organization of a corporation under the laws of this state, or the admission of a foreign corporation to do business in this state.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-14-72-2 — Indiana Code / Title 23 / Article 14 / Chapter 72 / Section 23-14-72-2
Extension of incorporated cemetery boundaries
Status: in_force

Sec. 2. If:

(1) the grounds of a cemetery that is platted but not incorporated adjoin or are contiguous to the grounds of a cemetery that is incorporated under Indiana law; and

(2) a petition that:

(A) seeks the incorporation of the grounds of the unincorporated cemetery into the incorporated cemetery; and

(B) is signed by a majority of the owners of lots in the unincorporated cemetery;

is filed with the board of trustees or board of directors of the association of the incorporated cemetery;

the association may extend the boundaries of the incorporated cemetery to include the grounds of the unincorporated cemetery.

As added by P.L.52-1997, SEC.46.
Ind. Code § 23-0.6-5-5 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-5
Articles of domestication; contents; filing; effective date
Status: in_force

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

(b) Articles of domestication must contain:

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

(2) the name (which must satisfy the requirements of applicable law) and jurisdiction of formation of the domesticated entity;

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

(4) if the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;

(5) if the domesticated entity is a domestic filing entity, its public organic record, as an attachment; and

(6) if the domesticated 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 pursuant to section 6(e) of this chapter.

(c) Articles of domestication 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 domestication may contain any other provision not prohibited by law.

(e) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but 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 domestication that is signed by a domesticating domestic entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this article to articles of domestication refer to the plan of domestication filed under this subsection.

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

(h) A domestication in which the domesticated entity is a domestic entity becomes effective when the articles of domestication are effective. A domestication in which the domesticated entity is a foreign entity becomes effective on the later of:

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

(2) when the articles of domestication become effective.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.37; P.L.177-2019, SEC.12.
Ind. Code § 23-18-1-17 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-17
"Person"
Status: in_force

Sec. 17. "Person" means an individual, a corporation, a general or limited partnership, an association, a limited liability company, a foreign limited liability company, a business trust, or another legal or commercial entity.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-18-1-5 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-5
"Contribution"
Status: in_force

Sec. 5. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a person transfers to a limited liability company in the capacity as a member.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-4-6 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-6
Disclosure statements; amendment
Status: in_force

Sec. 6. (a) A provider shall amend its initial or annual disclosure statement filed with the commissioner under section 3 and section 5 of this chapter at any time if necessary to prevent the initial or annual disclosure statement from containing any material misstatement of fact or omission of a material fact.

(b) Upon the sale of a continuing care retirement community to a new provider, the new provider shall amend the currently filed disclosure statement to reflect the fact of sale and any other fact that would be required to be disclosed under section 4 of this chapter if the new provider were filing an initial disclosure statement.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.8.
Ind. Code § 23-0.5-9-28 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-28
Statement of withdrawal
Status: in_force

Sec. 28. The secretary of state shall collect the following fees for filing a statement of withdrawal:

(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 § 23-17-15-5 — Indiana Code / Title 23 / Article 17 / Chapter 15 / Section 23-17-15-5
Quorum; affirmative vote of majority of directors constitutes act of board
Status: in_force

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:

(1) One-third (1/3) of the number of directors in office.

(2) Two (2) directors.

(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:

(1) who are present in person; or

(2) in the case of a mutual benefit corporation that:

(A) is an electric cooperative; and

(B) has at least one (1) member that is a corporation formed under IC 8-1-13;

who are present in person or by proxy as provided under section 5.5 of this chapter;

when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.98-2017, SEC.1.
Ind. Code § 23-1-20-12 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-12
"Governmental subdivision"
Status: in_force

Sec. 12. "Governmental subdivision" includes authority, county, district, and municipality.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-14-33-4 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-4
Application of definitions
Status: in_force

Sec. 4. (a) The definitions set forth in this chapter apply to this chapter through IC 23-14-76.

(b) A deed or license issued to a purchaser of a burial right in a cemetery before July 1, 2022, is considered a certificate of burial rights for the purposes of the statutes described in subsection (a).

As added by P.L.52-1997, SEC.7. Amended by P.L.113-2022, SEC.1.
Ind. Code § 23-1.5-2-10 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-10
Repealed
Status: repealed

As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988, SEC.4. Repealed by P.L.78-2017, SEC.2.
Ind. Code § 23-1.3-4-3 — Indiana Code / Title 23 / Article 1.3 / Chapter 4 / Section 23-1.3-4-3
Effect of public benefit purposes
Status: in_force

Sec. 3. The creation of general public benefit and a specific public benefit under sections 1 and 2 of this chapter is in the best interests of a benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-18.1-6-4 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-4
Dissolution; contents of articles of designation; dissolution decree; effect
Status: in_force

Sec. 4. (a) A series with limited liability may be dissolved by filing with the secretary of state articles of designation. The articles of designation must contain all the following to dissolve the series:

(1) The name of the series being dissolved.

(2) The date the articles of designation forming the series were filed.

(3) The date dissolution occurred.

(b) The master limited liability company and any series of the master limited liability company may be voluntarily or administratively dissolved in the same manner as provided for in IC 23-18-9 and IC 23-0.5-6.

(c) On application by or for a member or manager associated with a series, the circuit or superior court of the county in which the master limited liability company's:

(1) principal office; or

(2) if there is no principal office in Indiana, registered office;

is located, may decree dissolution of the series whenever it is not reasonably practicable to carry on the business of the series in conformity with the operating agreement of the master limited liability company.

(d) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the master limited liability company or any other series of the master limited liability company. The dissolution of a series does not affect the limitation on liabilities of the series provided in IC 23-18.1-5.

(e) The dissolution of the master limited liability company shall cause the dissolution of any series of the master limited liability company.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.113.
Ind. Code § 23-18-6-7 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-7
Judgment creditors of members; rights
Status: in_force

Sec. 7. (a) On application to a court with jurisdiction by a judgment creditor of a member, the court may charge the interest of the member in the limited liability company with the payment of the unsatisfied amount of the judgment with interest.

(b) To the extent the court charges under subsection (a), the judgment creditor has only the rights of an assignee of the member's interest in the limited liability company.

(c) This article does not deprive a member of the benefit of any exemption laws applicable to the member's interest in the limited liability company.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-17-22-5 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-5
Continued existence; winding up and liquidation; effect of dissolution
Status: in_force

Sec. 5. (a) A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, including the following:

(1) Preserving and protecting the corporation's assets and minimizing the corporation's liabilities.

(2) Discharging or making provision for discharging the corporation's liabilities and obligations.

(3) Disposing of the corporation's properties that will not be distributed in kind.

(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance that occurs by reason of the dissolution, in accordance with the condition.

(5) Transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's articles of incorporation or bylaws.

(6) If the corporation is a public benefit or religious corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation's assets:

(A) to a person described in Section 501(c)(3) of the Internal Revenue Code; or

(B) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation.

(7) If the corporation is a mutual benefit corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring the corporation's assets to the corporation's members or, if the corporation has no members, to those persons whom the corporation holds the corporation out as benefiting or serving.

(8) Doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the state under IC 23-17-30-1(b).

(b) Dissolution of a corporation does not do the following:

(1) Transfer title to the corporation's property.

(2) Subject the corporation's directors or officers to standards of conduct different from those under this title.

(3) Change the following:

(A) Quorum or voting requirements for the corporation's board of directors or members.

(B) Requirements for selection, resignation, or removal of the corporation's directors or officers.

(C) Requirements for amending the corporation's bylaws.

(4) Prevent commencement of a proceeding by or against the corporation in the corporation's corporate name.

(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

(6) Terminate the authority of a registered agent.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-2-11 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-11
Liability; recovery of damages
Status: in_force

Sec. 11. If a record delivered to the secretary of state for filing under this article and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew at the time the record was signed that the information was inaccurate.

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

Sec. 5. "Burial" means the opening and closing of a grave, grave space, burial space, crypt, or niche for purposes of:

(1) interment;

(2) entombment; or

(3) inurnment.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-18.1-4-10 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-10
Elections by master limited liability company and any series
Status: in_force

Sec. 10. (a) A master limited liability company and any of its series may elect any of the following:

(1) To consolidate their operations as a single taxpayer to the extent permitted under applicable law.

(2) To work cooperatively.

(3) To contract jointly.

(4) To be treated as a single business for purposes of qualification to do business in Indiana or any other state.

(b) Any elections under subsection (a) do not affect the limitation of liability set forth in IC 23-18.1-5-1 except to the extent that two (2) or more series have specifically accepted joint or joint and several liability by contract.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-14-65-28 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-28
Rules; enforcement
Status: in_force

Sec. 28. (a) A cemetery board may do the following:

(1) Make reasonable rules and regulations for the management, control, direction, care, and maintenance of the property under the control of the cemetery board.

(2) Make and enforce reasonable regulations respecting the placement and erection of markers, monuments, tombstones, and mausoleums that any person desires to place or erect in the cemetery.

(3) Seize and impound animals running at large in the cemetery and establish a suitable place for impounding them, assessing the reasonable costs to the owner.

(4) Vacate streets, alleys, roads, or highways, or parts of them, lying within lands under the control of the cemetery board in the same manner as is prescribed under the powers of street improvement authority of the municipality.

(5) Provide proper facilities for furnishing electric lighting, water, and sewer facilities in the cemetery, ordering a public utility to construct and install equipment that is necessary for these purposes.

(b) For the purposes of making rules and regulations for the management and control of property under subsection (a)(1), a cemetery board may request from the police authority of the municipality the manpower necessary to carry out and enforce the rules and regulations of the cemetery board. The police authority shall comply with the request to the extent that it is able to comply at the time the request is made, considering all other obligations and duties of the police authority. If the cemetery board and the police authority disagree over these matters, the controversy shall be settled by an order of the executive of the municipality.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-17-27-5 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-5
Membership list; use
Status: in_force

Sec. 5. Without the consent of a board of directors, all or part of a membership list may not be obtained or used by a person for a purpose unrelated to a member's interest as a member. Without the consent of the board of directors, all or part of a membership list may not be:

(1) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) used for a commercial purpose; or

(3) sold to or purchased by a person.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-8-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-2
Real estate appraiser; influence; ownership or interest
Status: in_force

Sec. 2. (a) A licensee or a person required to be licensed under this article shall not knowingly bribe, coerce, or intimidate another person to corrupt or improperly influence the independent judgment of a real estate appraiser with respect to the value of real estate offered as security for a residential mortgage loan.

(b) Except as provided in subsection (c):

(1) a licensee;

(2) a person required to be licensed under this article; or

(3) a member of the immediate family of a licensee;

may not own or control a majority interest in an appraisal company.

(c) This subsection applies to a person or combination of persons described in subsection (b) who own or control a majority interest in an appraisal company on June 30, 2007. The prohibition set forth in subsection (b) does not apply to a person or combination of persons described in this subsection, subject to the following:

(1) The interest in the appraisal company owned or controlled by the person or combination of persons shall not be increased after June 30, 2007.

(2) The interest of a licensee shall not be transferred to a member of the licensee's immediate family.

(3) If the commissioner determines that any person or combination of persons described in subsection (b) has violated this chapter, the commissioner may order one (1) or more of the persons to divest their interest in the appraisal company. The commissioner may exercise the remedy provided by this subdivision in addition to, or as a substitute for, any other remedy available to the commissioner under this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-0.6-5-4 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-4
Amendment or abandonment of plan of domestication; articles of abandonment; contents
Status: in_force

Sec. 4. (a) A plan of domestication of a domestic domesticating 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 of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication 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 domesticating entity under the plan;

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

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

(1) the name of the domesticating entity;

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

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

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-0.5-4-12 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-12
Jurisdiction
Status: in_force

Sec. 12. The designation or maintenance in Indiana of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in Indiana. The address of the agent does not determine venue in an action or a proceeding involving the entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-16-10 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-10
Reasonable expense payments 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 the following occur:

(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 an advance if it is ultimately determined that the director did not meet the standard of conduct.

(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):

(1) must be an unlimited general obligation of the director;

(2) is not required to be secured; and

(3) 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.179-1991, SEC.1.
Ind. Code § 23-4-1-7 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-7
Rules for determining existence of partnership
Status: in_force

Sec. 7. In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by section 16 of this chapter, persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference shall be drawn if such profits were received in payment for the following:

(a) As a debt by installments or otherwise.

(b) As wages of an employee or rent to a landlord.

(c) As an annuity to a widow or representative of a deceased partner.

(d) As interest on a loan though the amount of payment varies with the profits of the business.

(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.

(5) The existence of a partnership is not affected by the following:

(a) The filing or failure or omission to file an original or renewal registration as a limited liability partnership under section 45 of this chapter.

(b) The expiration of a partnership's status as a limited liability partnership.

(c) The filing of a notice of withdrawal under section 45 of this chapter.

Formerly: Acts 1949, c.114, s.7. As amended by P.L.34-1987, SEC.292; P.L.230-1995, SEC.3; P.L.34-1997, SEC.7.
Ind. Code § 23-20-1-12 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-12
Application for restitution assistance; filing with division
Status: in_force

Sec. 12. (a) A person eligible for restitution assistance under section 11 of this chapter may file an application for restitution assistance with the division.

(b) The application must be received by the division not more than one hundred eighty (180) days after the date of the order described in section 16 of this chapter. The division may grant an extension of time for good cause shown by the claimant. However, the division may not accept an application that is received more than two (2) years after the date of the order described in section 16 of this chapter.

(c) The application must be filed in the office of the division in person, through the division's website, or by first class or certified mail. If requested, the division shall assist a claimant in preparing the application.

(d) The division shall accept all applications filed in compliance with this chapter. Upon receipt of a complete application, the division shall promptly begin processing the application.

As added by P.L.114-2010, SEC.12. Amended by P.L.23-2026, SEC.241.
Ind. Code § 23-5-2-1 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-1
Formation of association
Status: in_force

Sec. 1. Any number of persons not less than ten (10) may voluntarily associate themselves by written articles, to be signed and acknowledged by them before some disinterested person authorized by law to take acknowledgment of deeds, specifying in the written articles the objects of the organization, the corporate name they may adopt, the amount of capital stock and numbers of shares into which the same shall be divided, the names and number of the officers to be elected to manage the business and prudential concerns of such association, the manner of their election, the name and place of residence of each member or stockholder, and, (if a stock capital is subscribed), the amount and number of shares subscribed by each.

Formerly: Acts 1875, c.5, s.1. As amended by P.L.136-2018, SEC.131.
Ind. Code § 23-14-47-3 — Indiana Code / Title 23 / Article 14 / Chapter 47 / Section 23-14-47-3
Fees for services
Status: in_force

Sec. 3. The fee that a cemetery owner charges for services in connection with the installation or use of commodities in the cemetery must:

(1) be consistent with the written statement provided under IC 23-14-46-9; and

(2) be the same to all regardless of who furnishes the commodities.

As added by P.L.52-1997, SEC.21. Amended by P.L.113-2007, SEC.3; P.L.113-2022, SEC.8.
Ind. Code § 23-6-4-11 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-11
Persons or entities qualified to participate; shareholders' rights; amount of capital stock acquired
Status: in_force

Sec. 11. (a) Notwithstanding any other law, any person, domestic or foreign corporation, public utility company, insurance company, lending institution, or trust may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, other evidence of indebtedness, or shares of the capital stock of a credit corporation. While a shareholder of a credit corporation, such a person or entity may exercise all the rights, powers, and privileges granted other shareholders of the credit corporation, including the right to vote. Except as otherwise specifically provided in this chapter, such a person or entity may take any action authorized by this section without the approval of any Indiana regulatory authority.

(b) The amount of capital stock of a credit corporation that a member may acquire under this section is in addition to the amount of capital stock in corporations that the member may otherwise acquire.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-1-38-1 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-1
Required and permitted changes; vested property rights
Status: in_force

Sec. 1. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a provision is required or permitted to be in the articles of incorporation is determined as of the effective date of the amendment.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, or authorized to be in the bylaws by this article or the articles of incorporation including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-4-1-45.5 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.5
Repealed
Status: repealed

As added by P.L.277-2001, SEC.9. Amended by P.L.119-2015, SEC.27; P.L.170-2016, SEC.6. Repealed by P.L.118-2017, SEC.38.
Ind. Code § 23-17-1-2 — Indiana Code / Title 23 / Article 17 / Chapter 1 / Section 23-17-1-2
Foreign corporations; application of article
Status: in_force

Sec. 2. After July 31, 1993, this article applies to a foreign corporation that desires to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1993, 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.179-1991, SEC.1.
Ind. Code § 23-1-17.3-1 — Indiana Code / Title 23 / Article 1 / Chapter 17.3 / Section 23-1-17.3-1
"Repealed statute"
Status: repealed

Sec. 1. As used in this chapter, "repealed statute" refers to any of the following repealed by P.L.149-1986:

(1) IC 23-1-1.

(2) IC 23-1-2.

(3) IC 23-1-3.

(4) IC 23-1-4.

(5) IC 23-1-5.

(6) IC 23-1-6.

(7) IC 23-1-7.

(8) IC 23-1-8.

(9) IC 23-1-9.

(10) IC 23-1-10.

(11) IC 23-1-11.

(12) IC 23-1-12.

(13) IC 23-3.

As added by P.L.220-2011, SEC.378.
Ind. Code § 23-2.5-4-9 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-9
Agent for service of process
Status: in_force

Sec. 9. An applicant for licensure, or renewal of a license, under this chapter shall file with the commissioner, in a form prescribed by the commissioner, an irrevocable consent appointing the secretary of state as the applicant's agent for service of process in any noncriminal suit, action, or proceeding against the applicant arising from the violation of this article. Service shall be made in accordance with the Indiana Rules of Trial Procedure.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-16-1-6 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-6
Foreign limited partnership
Status: in_force

Sec. 6. "Foreign limited partnership" means a partnership formed under the laws of any jurisdiction other than Indiana, including a foreign country or other foreign jurisdiction in which the partnership formed has as partners one (1) or more general partners and one (1) or more limited partners.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-0.6-3-5 — Indiana Code / Title 23 / Article 0.6 / Chapter 3 / Section 23-0.6-3-5
Articles of interest exchange; contents; filing
Status: in_force

Sec. 5. (a) Articles of interest exchange must be signed on behalf of a domestic acquired entity and filed with the secretary of state.

(b) Articles of interest exchange must contain:

(1) the name and type of the acquired entity;

(2) the name, jurisdiction of organization, and type of the acquiring entity;

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

(4) a statement that the plan of interest exchange was approved by the acquired entity in accordance with this chapter; and

(5) any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.

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

(d) A plan of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of articles of interest exchange and upon filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this article to articles of interest exchange refer to the plan of interest exchange filed under this subsection.

(e) Articles of interest exchange become effective upon the date and time of filing or the later date and time specified in the articles of interest exchange.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-17-15-2 — Indiana Code / Title 23 / Article 17 / Chapter 15 / Section 23-17-15-2
Action taken without meeting
Status: in_force

Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:

(1) describing the action taken;

(2) signed by each director; and

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

(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.

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

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-43-6 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-6
"Common shares" defined
Status: in_force

Sec. 6. As used in this chapter, "common shares" means any shares other than preferred shares.

As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.121.
Ind. Code § 23-0.5-5-3 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-3
Foreign entity registration statement
Status: in_force

Sec. 3. To register to do business in Indiana, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state or be accompanied by:

(1) the name of the foreign entity and, if the name does not comply with IC 23-0.5-3-1, an alternate name adopted under section 6(a) of this chapter;

(2) the type of entity;

(3) the entity's jurisdiction of formation;

(4) the date of formation in the jurisdiction described in subdivision (3);

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

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

(7) if the entity is a nonprofit corporation, whether the corporation has members;

(8) if the entity is a nonprofit corporation, whether the corporation, if the corporation had been incorporated in Indiana, would be a public benefit, mutual benefit, or religious corporation;

(9) if the entity is a limited liability company and if the organizational documents of the entity provide for a manager or managers, a statement to that effect; and

(10) a certificate of existence or similar document authenticated by the secretary of state or other official having custody of business records of the entity in the state or country where the entity was organized.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.14.
Ind. Code § 23-0.5-9-29 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-29
Foreign registration statement; foreign master limited liability company
Status: in_force

Sec. 29. The secretary of state shall collect the following fees for filing a foreign registration statement for a foreign master limited liability company:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-33-1 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-1
Necessity of board of directors; powers
Status: in_force

Sec. 1. (a) Except as provided in subsection (c), each corporation must have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

(c) A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-0.6-1-5 — Indiana Code / Title 23 / Article 0.6 / Chapter 1 / Section 23-0.6-1-5
Nonexclusivity
Status: in_force

Sec. 5. The fact that a transaction under this article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this article.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-1-37-4 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-4
"Liability" defined
Status: in_force

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

As added by P.L.149-1986, SEC.21.
Ind. Code § 23-6-4-15 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-15
Powers of members and shareholders; voting rights
Status: in_force

Sec. 15. (a) Only the members and shareholders of a credit corporation may exercise the following powers of the credit corporation:

(1) To elect directors of the credit corporation as provided in section 16 of this chapter.

(2) To amend the credit corporation's articles of incorporation as provided in section 17 of this chapter.

(3) To dissolve the credit corporation as provided in section 19 of this chapter.

(4) To exercise such other of the powers of the credit corporation, consistent with this chapter, as may be conferred on the members and shareholders by the bylaws of the credit corporation.

(b) As to any matter requiring action by the members and shareholders of the credit corporation, the members and shareholders shall vote separately on that matter by classes. Except as otherwise provided in this chapter, such a matter requires the affirmative vote of at least a majority of the votes to which the members present or represented at the meeting are entitled and the affirmative vote of at least a majority of the votes to which the shareholders present or represented at the meeting are entitled.

(c) Each shareholder has one (1) vote for each share of stock held by the shareholder, and each member has one (1) vote. However, additional votes may be granted to any member or group of members by the articles of incorporation of the credit corporation.

(d) As to any matter requiring action by the members and shareholders of a credit corporation, the members and shareholders may vote either in person or by proxy.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-65-16 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-16
Execution of deed; requirements for deferred payment sales
Status: in_force

Sec. 16. (a) In the case of cash sales of lots under section 15 of this chapter, a deed to the property sold shall be executed on behalf of the municipality by the cemetery board to the purchaser.

(b) The following requirements apply to sales of lots under section 15 of this chapter that are made on a deferred payment basis:

(1) The transaction shall be evidenced by a written contract of sale executed by and between the board and the purchaser.

(2) Title to the lot shall be reserved in the municipality until the purchase price is paid in full.

(3) If the purchaser dies before payment in full has been completed, but after at least fifty percent (50%) of the purchase price has been paid, the balance of the purchase price shall be canceled and a deed for the property shall be executed by the cemetery board on behalf of the municipality to the heirs of the purchaser.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-1-38-4 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-4
Voting by shareholders
Status: in_force

Sec. 4. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this article) on a proposed amendment if the amendment would:

(1) increase or decrease the aggregate number of authorized shares of the class;

(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) change the shares of all or part of the class into a different number of shares of the same class;

(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-4-1-36 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-36
Effect of dissolution on partner's existing liability
Status: in_force

Sec. 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.

(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he was a partner but subject to the prior payment of his separate debts and for which the partner was liable under section 15 of this chapter.

Formerly: Acts 1949, c.114, s.36. As amended by P.L.230-1995, SEC.7.
Ind. Code § 23-1-20-22 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-22
"Secretary"
Status: in_force

Sec. 22. "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under IC 23-1-36-1 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-1.3-1-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 1 / Section 23-1.3-1-2
Applicability of other laws
Status: in_force

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-18-9-5 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-5
Binding acts of members following dissolution
Status: in_force

Sec. 5. (a) Except as provided in subsections (c), (d), and (e), following dissolution a member may bind the limited liability company:

(1) by an act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution; and

(2) in a transaction that would have been binding on the limited liability company had the limited liability company not been dissolved if each party to the transaction does not have notice of the dissolution.

(b) The filing of articles of dissolution under section 7 of this chapter constitutes notice of dissolution for purposes of subsection (a)(2).

(c) An act of a member that is not binding on the limited liability company under subsection (a) is binding if the act is authorized by the limited liability company.

(d) An act of a member that would be binding under subsection (a) or would be authorized except for a restriction on authority does not bind the limited liability company to persons having knowledge of the restriction.

(e) If the articles of organization provide for a manager or managers and the manager or managers have delegated the exclusive authority to manage the affairs of the limited liability company, then a manager has the authority of a member under subsection (a), and a member does not have authority while acting solely in the capacity of a member.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-17-27-8 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-8
Repealed
Status: repealed

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.15; P.L.11-1996, SEC.24; P.L.119-2015, SEC.62. Repealed by P.L.118-2017, SEC.95.
Ind. Code § 23-13-5-10 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-10
Presumption of assignment
Status: in_force

Sec. 10. After one (1) year from the date of any such stockholders' meeting, all stockholders shall be conclusively presumed to have assented to the action thereof and to have assigned their stock to said directors or trustees accordingly, unless, within such year, they shall have filed their respective petitions as provided for the valuation and sale of their stock. After one (1) year from the entry of any decree of court hereinbefore provided for, no appeal shall lie therefrom.

Formerly: Acts 1909, c.52, s.9.
Ind. Code § 23-17-19-8 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-8
Compliance with related provisions
Status: in_force

Sec. 8. A domestic business corporation that is a party to a merger with a nonprofit corporation under this chapter shall comply with all applicable requirements of IC 23-1 relating to mergers except when inconsistent with this chapter. A domestic business corporation that is the survivor of a merger with a nonprofit corporation is subject to IC 23-1 after the merger.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-4-14 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-14
Fund; board of directors; membership; compensation
Status: in_force

Sec. 14. (a) There is established a board of directors to administer the fund. The board of directors of the fund shall consist of five (5) members to be appointed by the governor, from a list submitted by the secretary of state, as follows:

(1) one (1) provider;

(2) two (2) residents;

(3) one (1) individual with expertise in insurance; and

(4) one (1) individual with expertise in banking and finance.

In addition, the commissioner shall serve as an ex officio member of the board. Directors shall serve such terms as are established in the plan of operation under section 15 of this chapter.

(b) Members of the board of directors are not entitled to compensation for their services. However, each member is entitled to the following:

(1) Reimbursement for traveling and other expenses incurred as members of the board, as provided in the state travel policies and procedures, established by the Indiana department of administration and approved by the budget agency.

(2) Reimbursement for expenses related to one (1) meal provided each year in connection with the board's annual meeting.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.177-1991, SEC.9.
Ind. Code § 23-17-10-8 — Indiana Code / Title 23 / Article 17 / Chapter 10 / Section 23-17-10-8
Action taken without meeting; delivery of written ballots to members entitled to vote on matter
Status: in_force

Sec. 8. (a) Unless prohibited or limited by articles of incorporation or bylaws, an action that may be taken at an annual, a regular, or a special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(b) A written ballot must do the following:

(1) Set forth each proposed action.

(2) Provide an opportunity to vote for or against each proposed action.

(c) Approval by written ballot under this section is valid only when the following occur:

(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.

(2) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) A solicitation for votes by written ballot must do the following:

(1) Indicate the number of responses needed to meet the quorum requirements.

(2) State the percentage of approvals necessary to approve each matter other than the election of directors.

(3) Specify the time by which a ballot must be received by the corporation to be counted.

(e) Except as otherwise provided in articles of incorporation or bylaws, a written ballot may not be revoked.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.6-1.5-11 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-11
"Converting entity"
Status: in_force

Sec. 11. "Converting entity" means the domestic entity that approves a plan of conversion under IC 23-0.6-4-3 or the foreign entity that approves a conversion under the law of its jurisdiction of organization.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-13-20-7 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-7
Meetings; notice of special meetings; removal of trustee
Status: in_force

Sec. 7. (a) The board of trustees shall meet each May or June in the city of Evansville on a date determined by the board. The president of the university, the chairman of the board of trustees, the faculty of the university, any five (5) of the trustees, or the executive committee appointed by the board may call a special meeting of the board. Ten (10) days written notice of a special meeting must be mailed to each member of the board of trustees at the member's last known address.

(b) A working majority of the board of trustees may, at any time, for good cause, declare a vacancy on the board due to lack of interest or otherwise by a member, and appoint a successor. The retired member shall receive notice of the removal by mail sent to the last known address of the member. The trustee appointed to fill the vacancy serves until the next election by the appointing authority.

As added by P.L.1-1989, SEC.49. Amended by P.L.3-1989, SEC.139.
Ind. Code § 23-2.5-9-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-5
Loan processing company records; commissioner examination
Status: in_force

Sec. 5. The commissioner may examine the books and records of a loan processing company as often as the commissioner considers necessary to verify that the loan processing company is compliant with this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-76-4 — Indiana Code / Title 23 / Article 14 / Chapter 76 / Section 23-14-76-4
Voluntary election of application of business corporation and nonprofit corporation law
Status: in_force

Sec. 4. (a) Before January 1, 1998, a cemetery association may elect to have the provisions of IC 23-1 or IC 23-17 apply permanently to the cemetery association, irrespective of whether the cemetery association has issued shares of stock.

(b) A cemetery association electing to have IC 23-1 apply to the cemetery association may:

(1) incorporate or reincorporate under IC 23-1; or

(2) if the cemetery association is a corporation, comply with the following procedures:

(A) The board of directors or trustees must adopt a resolution electing to have the provisions of IC 23-1 apply to the cemetery association.

(B) The resolution must specify a date (before January 1, 1998) after which the provisions of IC 23-1 will apply to the cemetery association.

(C) The resolution must be filed with the secretary of state before the date specified under clause (B).

(c) A cemetery association electing to have IC 23-17 apply to the cemetery association may:

(1) incorporate or reincorporate under IC 23-17; or

(2) if the cemetery association is a corporation, accept the provisions of IC 23-17 by taking the actions set forth in IC 23-17-1-1.

As added by P.L.52-1997, SEC.50.
Ind. Code § 23-0.5-9-12 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-12
Restated certificate of limited partnership; domestic limited partnership
Status: in_force

Sec. 12. The secretary of state shall collect the following fees for filing a restated certificate of limited partnership or a restated certificate of limited partnership with amendments 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 § 23-18-4-2 — Indiana Code / Title 23 / Article 18 / Chapter 4 / Section 23-18-4-2
Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager
Status: in_force

Sec. 2. (a) Unless otherwise provided in a written operating agreement, a member or manager is not liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, unless the act or omission constitutes willful misconduct or recklessness.

(b) Unless otherwise provided in a written operating agreement, each member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager or member without the consent of a majority of the disinterested managers or members or other persons participating in the management of the business or affairs of the limited liability company from:

(1) a transaction connected with the conduct or winding up of the limited liability company; or

(2) any use by the manager or member of the limited liability company's property, including confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member because of the manager's or member's status as manager or member.

(c) Unless otherwise provided in a written operating agreement, a member of a limited liability company in which the articles of organization provide for a manager or managers and who is not a manager has no duties to the limited liability company or to the other members solely by reason of acting in the capacity as a member.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-1-39-1 — Indiana Code / Title 23 / Article 1 / Chapter 39 / Section 23-1-39-1
Power of board of directors
Status: in_force

Sec. 1. Unless the articles of incorporation provide otherwise, only a corporation's board of directors may amend or repeal the corporation's bylaws.

As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009, SEC.31; P.L.118-2017, SEC.14.
Ind. Code § 23-14-32-1 — Indiana Code / Title 23 / Article 14 / Chapter 32 / Section 23-14-32-1
Curfews to memorialize the dead
Status: in_force

Sec. 1. A county, city, or town may impose a curfew specific to cemeteries or other facilities used to memorialize the dead under IC 31-37-3-5.

As added by P.L.103-1996, SEC.3. Amended by P.L.1-1997, SEC.108.
Ind. Code § 23-2-6-30 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-30
Violations; special remedies
Status: in_force

Sec. 30. (a) Upon a showing by the commissioner that a person has violated or is about to violate this chapter or any rule or order adopted or issued by the commissioner, a court may grant appropriate legal or equitable remedies.

(b) Upon a showing by the commissioner of a violation of this chapter or a rule or order adopted or issued by the commissioner, the court, in addition to traditional legal and equitable remedies, including temporary restraining orders, permanent or temporary prohibitory or mandatory injunctions, and writs of prohibition or mandamus, may order the following special remedies:

(1) A civil penalty of not more than ten thousand dollars ($10,000) for any single violation.

(2) Disgorgement.

(3) Declaratory judgment.

(4) Restitution to investors that request restitution.

(5) Appointment of a receiver or conservator for the defendant or the defendant's assets.

(c) If the commissioner shows only that a person is about to violate this chapter or a rule or order issued or adopted by the commissioner, appropriate remedies under this chapter are limited to the following:

(1) A temporary restraining order.

(2) A temporary injunction or permanent injunction.

(3) A writ of prohibition or writ of mandamus.

(4) An order appointing a receiver or conservator for the defendant or the defendant's assets.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-0.5-9-40 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-40
Application for assumed business name
Status: in_force

Sec. 40. (a) The secretary of state shall collect the following fees for filing an application for assumed business name electronically:

(1) In the case of a for-profit entity, twenty dollars ($20) multiplied by the number of assumed business names stated in the application.

(2) In the case of a nonprofit corporation, ten dollars ($10) multiplied by the number of assumed business names stated in the application.

(b) The secretary of state shall collect the following fees for filing an application for assumed business name in a manner other than electronically:

(1) In the case of a for-profit entity, thirty dollars ($30) multiplied by the number of assumed business names stated in the application.

(2) In the case of a nonprofit corporation, twenty-six dollars ($26) multiplied by the number of assumed business names stated in the application.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-7-2 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-2
Consideration for admission
Status: in_force

Sec. 2. Except as provided in a corporation's articles of incorporation or bylaws, a corporation may admit members for either of the following:

(1) No consideration.

(2) Consideration determined by the board of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-17-17-7 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-7
Delivery to secretary of state of articles of amendment; amendment changing corporate name
Status: in_force

Sec. 7. (a) A corporation amending the corporation's articles of incorporation must deliver to the secretary of state articles of amendment setting forth the following:

(1) The name of the corporation.

(2) The date of the corporation's incorporation.

(3) The text of each amendment adopted.

(4) The date of each amendment's adoption.

(5) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.

(6) If approval by members was required, the following:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment.

(B) Either:

(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment; or

(ii) the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

(7) If approval of the amendment was by a person other than the members, a statement under section 1 of this chapter that the approval was obtained.

(b) If a corporation amends the corporation's articles of incorporation to change the corporation's corporate name, the corporation may, after the amendment has become effective, file:

(1) for record with the county recorder of each county in Indiana in which the corporation has real property; and

(2) at the time the amendment becomes effective;

a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.122.
Ind. Code § 23-17-21-1 — Indiana Code / Title 23 / Article 17 / Chapter 21 / Section 23-17-21-1
Prohibited distributions
Status: in_force

Sec. 1. Except as authorized under section 2 of this chapter, a corporation may not make distributions.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-5-1-7 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-7
Amendments to trust instruments; filing; fees; recordation
Status: in_force

Sec. 7. The trust instrument by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the common or statutory law applicable to such business trust; provided, that no such amendment adopted subsequent to the preliminary filings required by section 4 of this chapter shall be legally effective in this state until an executed copy thereof has been filed in the office of the secretary of state accompanied by a fee of thirteen dollars ($13) and a file-marked copy thereof recorded in the office of the county recorder of the county in which the principal office of said business trust in this state is located.

Formerly: Acts 1963, c.353, s.7. As amended by P.L.34-1987, SEC.328.
Ind. Code § 23-2-4-19 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-19
Repealed
Status: repealed

As added by Acts 1982, P.L.145, SEC.1. Repealed by P.L.234-1985, SEC.5.
Ind. Code § 23-19-6-10 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-10
Jurisdiction
Status: in_force

Sec. 10. (a) IC 23-19-3-1, IC 23-19-3-2, IC 23-19-4-1(a), IC 23-19-4-2(a), IC 23-19-4-3(a), IC 23-19-4-4(a), IC 23-19-5-1, IC 23-19-5-6, IC 23-19-5-9, and IC 23-19-5-10 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in Indiana or the offer to purchase or the purchase is made and accepted in Indiana.

(b) IC 23-19-4-1(a), IC 23-19-4-2(a), IC 23-19-4-3(a), IC 23-19-4-4(a), IC 23-19-5-1, IC 23-19-5-6, IC 23-19-5-9, and IC 23-19-5-10 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in Indiana or the offer to sell or the sale is made and accepted in Indiana.

(c) For the purpose of this section, an offer to sell or to purchase a security is made in Indiana, whether or not either party is then present in Indiana, if the offer:

(1) originates from within Indiana;

(2) is directed by the offeror to a place in Indiana and received at the place to which it is directed; or

(3) is directed by the offeror to a resident of Indiana.

(d) For the purpose of this section, an offer to purchase or to sell is accepted in Indiana, whether or not either party is then present in Indiana, if the acceptance:

(1) is communicated to the offeror in Indiana and the offeree reasonably believes the offeror to be present in Indiana and the acceptance is received at the place in Indiana to which it is directed or to another place in Indiana; and

(2) has not previously been communicated to the offeror, orally or in a record, outside this state.

(e) An offer to sell or to purchase is not made in Indiana when a publisher circulates, or there is circulated on the publisher's behalf, in Indiana a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in Indiana, or that is published in Indiana but has had more than two-thirds (2/3) of its circulation outside Indiana during the previous twelve (12) months, or when a radio or television program or other electronic communication originating outside Indiana is received in Indiana. A radio or television program or other electronic communication is considered as having originated in Indiana if either the broadcast studio or the originating source of transmission is located in Indiana, unless:

(1) the program or communication is syndicated and distributed from outside Indiana for redistribution to the general public in Indiana;

(2) the program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside Indiana for redistribution to the general public in Indiana;

(3) the program or communication is an electronic communication that originates outside Indiana and is captured for redistribution to the general public in Indiana by a community antenna or cable, radio, cable television, or other electronic system; or

(4) the program or communication consists of an electronic communication that originates in Indiana, but which is not intended for distribution to the general public in Indiana.

(f) IC 23-19-4-3(a), IC 23-19-4-4(a), IC 23-19-4-5(a), IC 23-19-4-13, IC 23-19-5-2, IC 23-19-5-5, and IC 23-19-5-6 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2022, SEC.8.
Ind. Code § 23-17-11-9 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-9
Acceptance or rejection of votes; liability; validity of corporate action
Status: in_force

Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member if the following conditions exist:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.

(2) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.

(3) At least two (2) persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.

(4) In the case of a mutual benefit corporation the following conditions exist:

(A) The name signed purports to be that of an administrator, an executor, a guardian, or a conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(c) The corporation may reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about any of the following:

(1) The validity of the signature on the vote, consent, waiver, or proxy appointment.

(2) The signatory's authority to sign for the member.

(d) A corporation and a corporation's officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) A corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-2-5 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-5
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.24. Repealed by P.L.118-2017, SEC.61.
Ind. Code § 23-1.3-6-6 — Indiana Code / Title 23 / Article 1.3 / Chapter 6 / Section 23-1.3-6-6
Benefit directors of professional corporations
Status: in_force

Sec. 6. The benefit director of a professional corporation is not required to be independent.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2-2.5-13.1 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-13.1
Material change in information; amended disclosure statement required
Status: in_force

Sec. 13.1. (a) Subject to subsection (b), a person that has a registration in effect under this chapter shall, not later than thirty (30) days after the occurrence of any material change in the information set forth in the person's disclosure statement under section 13 of this chapter, notify the commissioner of the change by filing an amended copy of the disclosure statement.

(b) A "material change" requiring notification to the commissioner under subsection (a) includes the following:

(1) The occurrence of any of the following within any three (3) month period:

(A) The termination, closing, or failure to renew the franchise of either:

(i) ten percent (10%) of all franchises of the franchisor, regardless of the location of the franchises; or

(ii) ten percent (10%) of the franchisor's franchises that are located in Indiana.

(B) The purchase by the franchisor of either:

(i) ten percent (10%) of the franchisor's existing franchises, regardless of the location of the franchises; or

(ii) ten percent (10%) of the franchisor's existing franchises that are located in Indiana.

(2) Any:

(A) change in control, corporate name, or state of incorporation; or

(B) reorganization;

of the franchisor.

(3) Either of the following:

(A) The introduction of any new product, service, model, or line involving, directly or indirectly, an additional investment by franchisees that exceeds twenty percent (20%) of the average investment made by all franchisees immediately before the introduction of the new product, service, model, or line.

(B) The discontinuation or modification of the marketing plan or marketing system of any product or service of the franchisor if the average total sales attributable to the product or service exceed twenty percent (20%) of the average annual gross sales of existing franchisees immediately before the discontinuation or modification of the marketing plan or marketing system.

(4) Any change in the franchise fees charged by the franchisor.

(5) Any significant change in:

(A) the obligations of a franchisee to purchase items from the franchisor or the franchisor's designated sources;

(B) the limitations or restrictions on goods or services that a franchisee may offer to a customer;

(C) the obligations to be performed by the franchisor or a franchisee; or

(D) the franchise contract or agreement, including any amendments to the franchise contract or agreement.

(6) Any other change designated as material by the commissioner by rule adopted or order issued under this chapter.

As added by P.L.152-2020, SEC.3.
Ind. Code § 23-0.5-1.5-15 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-15
"Governing person"
Status: in_force

Sec. 15. "Governing person" means:

(1) a director of a business corporation;

(2) a director or trustee of a nonprofit corporation;

(3) a general partner of a general partnership;

(4) a general partner of a limited partnership;

(5) a manager of a manager-managed limited liability company;

(6) a member of a member-managed limited liability company; or

(7) any other individual under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed under the organic law and organic rules of the entity.

As added by P.L.118-2017, SEC.5. Amended by P.L.177-2019, SEC.5.
Ind. Code § 23-1-29-1 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-1
Annual meetings; remote communication
Status: in_force

Sec. 1. (a) Unless directors are elected by written consent instead of at an annual meeting as permitted by section 4 of this chapter, a corporation shall hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation's articles of incorporation authorize shareholders to cumulate the shareholder's votes when electing directors as provided under IC 23-1-30-9, directors may not be elected by less than unanimous consent.

(b) Annual shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws. The bylaws may provide that the meeting will not be held in any place but may, instead, be held solely by means of remote communication. If no place is stated in or fixed in accordance with the bylaws, the board of directors:

(1) except as provided in subdivision (2), shall determine in the board's sole discretion the location of the annual meeting; or

(2) may determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

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

(1) participate in the annual meeting of shareholders by means of remote communication; and

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

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

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

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

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

As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.19; P.L.119-2015, SEC.10.
Ind. Code § 23-2-2.5-12 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-12
Escrow or impoundment of franchise fees; inadequate funding
Status: in_force

Sec. 12. If the commissioner finds that:

(1) the franchisor has failed to demonstrate that adequate financial arrangements have been made to fulfill obligations to provide real estate, improvements, equipment, inventory, training, or other items included in the offering; and

(2) the escrow or impoundment of franchise fees is necessary and appropriate to protect prospective franchisees;

the commissioner may by order require the escrow or impoundment of franchise fees and other funds paid by the franchisee until no later than the time of opening of the business of the franchisee.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.4.
Ind. Code § 23-13-6-3 — Indiana Code / Title 23 / Article 13 / Chapter 6 / Section 23-13-6-3
Existing corporations; procedure for accepting provisions of chapter; exception
Status: in_force

Sec. 3. All corporations created before April 9, 1907, and existing on April 9, 1907, desiring to accept the provisions of this chapter, may do so in the manner following, that is to say: The board of trustees, or the joint board of trustees and visitors, or other governing body of such institution, shall adopt a resolution specifying the number of trustees, or other officers, who shall constitute the governing body thereof, the manner of their election, their powers, and the system adopted for administering the respective funds of such institutions. After such resolution shall have been adopted by said governing body, the same shall be submitted to each conference, synod, presbytery, or other church or ecclesiastical body and society of alumni, if any, theretofore authorized to elect any or all of the members of such governing body. Each such conference, synod, presbytery, or other church or ecclesiastical body and society of alumni, shall, by formal resolution, either confirm or reject such resolution, and shall transmit such action, certified to by the presiding officer and secretary thereof, to the president of such board of trustees or other governing body. In the event each and all of said conferences, synods, presbyteries, or other church or ecclesiastical body and society of alumni theretofore entitled to elect any of the members of such board of trustees or other governing body of such institution shall have adopted such resolution confirming the original action of such board of trustees or such joint board of trustees and visitors, or other governing body of the institution, the president thereof shall transmit to the secretary of state for the state of Indiana, a copy of the original resolutions of such board of trustees or joint board of trustees and visitors of said institution, and also a copy of the resolution adopted by each of said conferences, synods, presbyteries, or other church or ecclesiastical body and society of alumni confirming such action, if any, duly certified under his hand as such president and duly attested by the signature of the secretary of such governing body and the corporate seal of such institution attached thereto, which certificate shall also certify that no church or ecclesiastical body or society of the alumni other than those shown to have confirmed such resolution of the board of trustees or other governing body were heretofore entitled or accustomed to elect any members of such governing board. Upon the filing of such resolution with the secretary of state for the state of Indiana, it shall be taken and deemed as an amendment to and part and parcel of the charter of such institution. But said charter shall not be taken or deemed as altered or amended in any other respect than as specified in such resolution. Thereupon said secretary of state for the state of Indiana shall issue his certificate under the great seal of the state of Indiana, certifying that a copy of such resolution has been lodged in his office, and that the same constitutes such amendment to the charter of such institution. Provided, nothing in this chapter shall be construed as applying to any educational institution in this state receiving state aid.

Formerly: Acts 1907, c.79, s.3. As amended by P.L.34-1987, SEC.352.
Ind. Code § 23-14-71-4 — Indiana Code / Title 23 / Article 14 / Chapter 71 / Section 23-14-71-4
Powers of trustees of association
Status: in_force

Sec. 4. The trustees of the association:

(1) have full and complete charge, care, and supervision of the cemetery; and

(2) may care for, supervise, and beautify the cemetery in the same manner and with the same powers provided by law for public cemeteries.

As added by P.L.52-1997, SEC.45.
Ind. Code § 23-17-27-6 — Indiana Code / Title 23 / Article 17 / Chapter 27 / Section 23-17-27-6
Annual financial statements; furnishing to members
Status: in_force

Sec. 6. (a) Except as provided in articles of incorporation or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish the member the corporation's latest annual financial statements, which may be consolidated or combined statements of the corporation and the corporation's subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a certified public accountant, the accountant's report must accompany the statements. If annual financial statements are not reported upon by a certified public accountant, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records that does the following:

(1) States the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describes the basis of preparation.

(2) Describes any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

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

Sec. 14. "Cremation" means:

(1) the incineration of:

(A) the body of a deceased individual; or

(B) a body part of a nondeceased individual; and

(2) the mechanical or manual reduction of identifiable bone fragments to unidentifiable bone fragments.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-17-2-16 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-16
"Mail"
Status: in_force

Sec. 16. "Mail" means either of the following:

(1) First class, certified, or registered United States mail, postage prepaid.

(2) Private carrier service, fees prepaid or billed to the sender.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-2.5-26 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-26
Advertisements containing false statements; notification; hearing
Status: in_force

Sec. 26. No person shall publish or cause to be published any advertisement concerning any franchise in Indiana after the commissioner finds that the advertisement contains any statement that is false, is misleading or omits to make any statement necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and so notifies the person in writing. Such notification may be given without notice of hearing. At any time after the issuance of a notification under this section, the person desiring to use the advertisement may request in writing that the order be rescinded. Upon the receipt of such written request, the matter shall be set down for hearing to commence within fifteen (15) days after receipt of the request unless the person making that request consents to a later date.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-1.3-3-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 3 / Section 23-1.3-3-4
Terminating status; minimum status vote
Status: in_force

Sec. 4. (a) Subject to subsection (b), a benefit corporation may terminate its status as a benefit corporation and cease to be subject to this article by amending its articles of incorporation to delete the statement in its articles of incorporation required under sections 1 and 2 of this chapter.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-28-6 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-6
Indebtedness to shareholder; priority
Status: in_force

Sec. 6. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-16-7-1 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-1
Interim distributions
Status: in_force

Sec. 1. Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership to the extent and at the times or upon the happening of the events specified in the partnership agreement.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-6-4-5 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-5
"Member" defined
Status: in_force

Sec. 5. As used in this chapter, "member" means a lending institution authorized to do business in Indiana that enters into a lending agreement with, and undertakes to make member loans to, a credit corporation organized or operated under this chapter.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-14-54.5-7 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-7
Application of section; releases
Status: in_force

Sec. 7. (a) This section applies only if all the following apply:

(1) A funeral director has had possession of cremated remains for at least one (1) year.

(2) The funeral director has complied with any notice or other requirements under law concerning cremated remains that have not been claimed by an authorizing agent.

(3) No attempt has been made to claim the cremated remains by a person who has the right to serve as an authorizing agent.

(b) A veterans' service organization that is approved by the Indiana department of veterans' affairs under IC 10-17-1-4.5 may request a funeral director to release verification information concerning cremated remains in the possession of the funeral director.

(c) A funeral director may release verification information concerning cremated remains to a veterans' service organization described in subsection (b).

(d) If:

(1) the United States Department of Veterans Affairs or the Indiana department of veterans' affairs verifies that the cremated remains are the remains of a veteran or a dependent of a veteran and are eligible for burial in a state or national cemetery; and

(2) a veterans' service organization enters into a signed transfer and release of liability with the funeral director who has possession of the cremated remains;

the funeral director may release the cremated remains to the veterans' service organization.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-17-2-6 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-6
"Class"
Status: in_force

Sec. 6. "Class" means a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-4-20 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-20
Disclosure statements; liability of provider
Status: in_force

Sec. 20. (a) If:

(1) a provider enters into a continuing care agreement:

(A) in violation of section 3 of this chapter; or

(B) without having first delivered to the contracting party and the prospective resident the disclosure statements as required by section 7 of this chapter; or

(2) a provider delivers to the prospective resident and the contracting party a disclosure statement that makes an untrue or misleading statement of material fact or omits a material fact;

the provider is liable to the individual who entered into the continuing care agreement for the repayment of all entrance fees, application fees, periodic charges, or other fees paid by that person to the provider less the reasonable value of care and lodging provided the resident until the untrue statement, misstatement, or omission was actually or should reasonably have been discovered by the resident or the contracting party, together with interest thereon at the legal rate for judgments, costs, and reasonable attorney's fees.

(b) Liability of the provider under this section for any untrue statement, misstatement, or omission in the disclosure statement shall exist only if the provider had actual knowledge of or, in the exercise of reasonable care, should have known of the untrue statement, misstatement, or omission.

(c) An action may not be maintained by any individual to enforce liability under this section unless commenced within:

(1) two (2) years after the execution of the continuing care agreement that gave rise to the violation;

(2) two (2) years after the failure to deliver the disclosure statement; or

(3) two (2) years after the delivery of the disclosure statement containing an untrue statement, misstatement, or omission of a material fact;

whichever occurs later.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.16-1983, SEC.14.
Ind. Code § 23-1-43-17 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-17
"Voting shares" defined
Status: in_force

Sec. 17. As used in this chapter, "voting shares" means shares of capital stock of a corporation entitled to vote generally in the election of directors.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-18-9-10 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-10
Claimants not found or incompetent to receive assets; deposits for safekeeping; disbursement upon proof of entitlement
Status: reserved

Sec. 10. Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official must pay to the creditor, claimant, or member or a representative of the creditor, claimant, or member that amount.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-54.5-5 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-5
"Veteran"
Status: in_force

Sec. 5. As used in this chapter, "veteran" means a person who:

(1) served:

(A) in the active military or naval service of the United States;

(B) in active duty in a force of any organized state militia in a full-time status; or

(C) in the reserve armed forces of the United States on active duty; and

(2) was released from the service described in subdivision (1) other than by dishonorable discharge.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-2-6-15 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-15
"Precious metal" defined
Status: in_force

Sec. 15. As used in this chapter, "precious metal" means the following in coin, bullion, or other form:

(1) Silver.

(2) Gold.

(3) Platinum.

(4) Palladium.

(5) Copper.

(6) Any other items specified by a rule, a regulation, or an order of the commissioner.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1.3-7-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 7 / Section 23-1.3-7-2
Consideration of interests and factors consistent with duties
Status: in_force

Sec. 2. The consideration of interests and factors in the manner described in section 1 of this chapter does not constitute a violation of any duties of an officer.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-2.5-2-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 2 / Section 23-2.5-2-1
Loan broker regulation account
Status: in_force

Sec. 1. (a) The loan broker regulation account is created in the state general fund. The money in the loan broker regulation account may be used only for the regulation of loan brokers and mortgage loan originators under this article.

(b) The loan broker regulation account shall be administered by the treasurer of state. Except as provided in subsection (d), all fees and funds accruing from the administration of this article shall be accounted for by the commissioner and shall be deposited with the treasurer of state who shall deposit them in the loan broker regulation account in the state general fund.

(c) The money in the loan broker regulation account:

(1) is continuously appropriated for the purposes of this article; and

(2) does not revert to any other account within the state general fund at the end of a state fiscal year.

(d) All expenses incurred in the administration of this article shall be paid from appropriations made from the state general fund. However, costs of investigations incurred under this article shall be paid from, and disgorgements of profits and civil penalties recovered under this article shall be deposited in, the securities division enforcement account established by IC 23-19-6-1(f). The funds in the securities division enforcement account shall be available, with the approval of the budget agency, to augment and supplement the funds appropriated for the administration of this article.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.7.
Ind. Code § 23-14-72-1 — Indiana Code / Title 23 / Article 14 / Chapter 72 / Section 23-14-72-1
Application of chapter
Status: in_force

Sec. 1. This chapter does not apply to a cemetery:

(1) in which the interment of dead bodies has been forbidden before May 31, 1917, by ordinance passed by a city in Indiana; or

(2) that has been condemned for use for the interment of dead bodies by the action of:

(A) the Indiana department of health; or

(B) a local board of health.

As added by P.L.52-1997, SEC.46. Amended by P.L.56-2023, SEC.213.
Ind. Code § 23-14-54.5-10 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-10
Immunity for funeral directors
Status: in_force

Sec. 10. A funeral director who in good faith releases:

(1) verification information as required under this chapter; or

(2) the cremated remains of a veteran or a dependent of a veteran as provided under this chapter;

is immune from civil liability for any acts or omissions in releasing the verification information or cremated remains.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-0.5-1.5-7 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-7
"Effective date"
Status: in_force

Sec. 7. "Effective date", when referring to a record filed by the secretary of state, means the time and date determined in accordance with IC 23-0.5-2-3.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-7-8-7 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-7
Prohibited acts
Status: in_force

Sec. 7. (a) A person who solicits charitable contributions may not:

(1) use the fact of registration as an endorsement by the state;

(2) misrepresent that the person is an officer or employee of a public safety agency;

(3) use the name "police", "law enforcement", "trooper", "rescue squad", "firemen", or "firefighter" unless a bona fide police, law enforcement, rescue squad, or fire department authorizes its use in writing;

(4) misrepresent to anyone that the contribution will be used for a charitable purpose if the person has reason to believe the contribution will not be used for a charitable purpose;

(5) misrepresent to anyone that another person endorses the solicitation unless that person has consented in writing to the use of the person's name for the purpose of endorsing the solicitation;

(6) misrepresent to anyone that the contribution is solicited on behalf of anyone other than the charitable organization that authorized the solicitation; or

(7) collect or attempt to collect a contribution in person or by means of a courier unless:

(A) the solicitation is made in person and the collection or attempt to collect is made at the time of the solicitation; or

(B) the contributor has agreed to purchase goods or items in connection with the solicitation, and the collection or attempt to collect is made at the time of delivery of the goods or items.

(b) A person who solicits charitable contributions shall not represent that tickets to events will be donated for use by another, unless the following requirements have been met:

(1) The paid solicitor has commitments, in writing, from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept.

(2) No more contributions for donated tickets are solicited than the number of ticket commitments received from charitable organizations.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.4; P.L.24-1989, SEC.7; P.L.48-1998, SEC.5; P.L.155-2003, SEC.2.
Ind. Code § 23-18-1-16 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-16
"Operating agreement"
Status: in_force

Sec. 16. "Operating agreement" means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-1-17-2 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-2
Amendment or repeal of law
Status: in_force

Sec. 2. The general assembly has power to amend or repeal all or part of this article at any time, and all domestic and foreign corporations subject to this article are governed by the amendment or repeal.

As added by P.L.149-1986, SEC.1.
Ind. Code § 23-16-2-3 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-3
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.63-2014, SEC.15. Repealed by P.L.118-2017, SEC.59.
Ind. Code § 23-18-1-12 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-12
"Limited partnership"
Status: in_force

Sec. 12. "Limited partnership" means an Indiana limited partnership or foreign limited partnership (as defined in IC 23-16).

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-33-30 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-30
"Perpetual care" or "endowment care"
Status: in_force

Sec. 30. (a) "Perpetual care" or "endowment care" means, through the use of funds available under IC 23-14-48 and other care funds or endowments, the maintenance of the cemetery grounds and graves in keeping with a properly maintained cemetery, including the following:

(1) Cutting the grass at reasonable intervals.

(2) Raking and cleaning of cemetery plots at reasonable intervals.

(3) Pruning of shrubs and trees.

(4) Procuring, maintaining, and keeping in workable condition the machinery, tools, and equipment needed for maintenance purposes, and replacing the machinery, tools, and equipment when necessary.

(5) Keeping in repair and preserving the drains, water lines, roads, buildings, fences, and other structures, including cemetery owned statues and embellishments of a general character applicable to the cemetery as a whole or a particular area.

(6) The administration of the cemetery, including:

(A) the payment of insurance premiums;

(B) the payment of pensions; and

(C) maintaining the necessary records of lot ownership or holdership, burial right ownership or holdership, burials, and other necessary information, and making the records available to the public authorities and interested persons.

(b) When used in connection with a mausoleum, garden crypt, columbarium, crematory, or other structure, the term "perpetual care" or "endowment care" means, in addition to the meaning set forth in subsection (a):

(1) the general upkeep of the structure and the ground surrounding the structure;

(2) the repair, replacement, and improvement of the structure;

(3) the procuring, maintaining, and keeping in reasonable condition the machinery, tools, and equipment needed for the purposes set forth in subdivisions (1) through (2); and

(4) replacing the machinery, tools, and equipment when necessary.

As added by P.L.52-1997, SEC.7. Amended by P.L.14-2018, SEC.1.
Ind. Code § 23-18.1-4-5 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-5
Agreement by member or manager to be obligated for debts, obligations, and liabilities
Status: in_force

Sec. 5. In an operating agreement for a master limited liability company or in another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one (1) or more series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-0.5-6-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 6 / Section 23-0.5-6-1
Grounds
Status: in_force

Sec. 1. The secretary of state may commence a proceeding under section 2 of this chapter to dissolve a domestic filing entity administratively if the entity does not:

(1) pay any fee, tax, interest, or penalty required to be paid by this article or other law not later than sixty (60) days after it is due;

(2) deliver a biennial report to the secretary of state not later than sixty (60) days after it is due;

(3) have a registered agent in this state for sixty (60) consecutive days; or

(4) notify the secretary of state within sixty (60) days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-34-5 — Indiana Code / Title 23 / Article 1 / Chapter 34 / Section 23-1-34-5
Quorum; assent to action taken
Status: in_force

Sec. 5. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:

(1) a majority of the fixed number of directors if the corporation has a fixed board size; or

(2) a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a).

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws provide otherwise.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;

(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

As added by P.L.149-1986, SEC.18.
Ind. Code § 23-17-2-1 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-1
Application of chapter
Status: in_force

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

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-2.5-20 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-20
Repealed
Status: repealed

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.3. Repealed by P.L.30-2002, SEC.3.
Ind. Code § 23-1.5-2-11.1 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-11.1
Biennial report
Status: in_force

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13.

As added by P.L.34-1997, SEC.4. Amended by P.L.52-2018, SEC.40.
Ind. Code § 23-14-60-1 — Indiana Code / Title 23 / Article 14 / Chapter 60 / Section 23-14-60-1
Defective cemetery associations and corporations; rights and powers
Status: in_force

Sec. 1. (a) If:

(1) any number of persons have:

(A) acted together as an association or corporation;

(B) acquired, as an association or corporation, land for cemetery purposes;

(C) sold and granted to persons the right to bury the dead in lots located on the land; and

(D) actually managed and controlled the land as a cemetery for at least thirty (30) years; but

(2) the organization that the persons attempted to establish as a corporation or cemetery association is defective and incomplete because of a failure to comply with the formalities required by law in force at some time since the original parties first assumed to act as an association or corporation;

the owners of the right to bury the dead on lots in the cemetery and those who may acquire the right become and continue to be a cemetery association or corporation from March 14, 1913.

(b) The owners of the right to bury the dead on lots in a cemetery referred to in subsection (a) have all the rights and powers of a cemetery association or corporation organized under this article, IC 23-1, or IC 23-17.

As added by P.L.52-1997, SEC.34. Amended by P.L.2-2002, SEC.74; P.L.163-2006, SEC.2.
Ind. Code § 23-14-47-4 — Indiana Code / Title 23 / Article 14 / Chapter 47 / Section 23-14-47-4
Schedule of charges
Status: in_force

Sec. 4. At the usual place for transacting the regular business of each cemetery, the cemetery owner shall maintain a complete schedule of all charges that the cemetery imposes for services in connection with the installation or use of commodities in the cemetery. The schedule must be:

(1) plainly printed or typewritten;

(2) subject to inspection and copying; and

(3) consistent with the written statement provided to each consumer under IC 23-14-46-9.

As added by P.L.52-1997, SEC.21. Amended by P.L.113-2022, SEC.9.
Ind. Code § 23-4-1-10 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-10
Conveyance of real property of partnership
Status: in_force

Sec. 10. (1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of section 9(1) of this chapter, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of section 9(1) of this chapter.

(3) Where title to real property is in the name of one (1) or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of section 9(1) of this chapter, unless the purchaser or his assignee, is a holder for value, without knowledge.

(4) Where the title to real property is in the name of one (1) or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of section 9(1) of this chapter.

(5) Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.

Formerly: Acts 1949, c.114, s.10. As amended by P.L.34-1987, SEC.293.
Ind. Code § 23-14-36-2 — Indiana Code / Title 23 / Article 14 / Chapter 36 / Section 23-14-36-2
Requirements for transfer or assignment of burial rights
Status: reserved

Sec. 2. Burial rights sold or granted under section 1 of this chapter shall not be transferred or assigned without the written consent of the owner of the cemetery.

As added by P.L.52-1997, SEC.10.
Ind. Code § 23-14-58.5-0.1 — Indiana Code / Title 23 / Article 14 / Chapter 58.5 / Section 23-14-58.5-0.1
Repealed
Status: repealed

As added by P.L.220-2011, SEC.381. Repealed by P.L.63-2012, SEC.27.
Ind. Code § 23-1-27-1 — Indiana Code / Title 23 / Article 1 / Chapter 27 / Section 23-1-27-1
Preemptive rights
Status: in_force

Sec. 1. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.

(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to:

(A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;

(B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;

(C) shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or

(D) shares sold otherwise than for money.

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

As added by P.L.149-1986, SEC.11.
Ind. Code § 23-18.1-7-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 7 / Section 23-18.1-7-2
Limitation of liability; requirements; articles of designation filed for each series
Status: in_force

Sec. 2. (a) The limitation of liability under this chapter must be stated on the application for certificate of authority for a foreign master limited liability company.

(b) Articles of designation must be filed for each series being registered to do business in Indiana.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-18-6-0.5 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-0.5
Minimum membership
Status: in_force

Sec. 0.5. A limited liability company formed under this article or a foreign limited liability company admitted to transact business in Indiana under IC 23-0.5-5 may have at least one (1) member.

As added by P.L.34-1997, SEC.16. Amended by P.L.118-2017, SEC.104.
Ind. Code § 23-17-32-9 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-9
Application to public employee, official, or contractor
Status: in_force

Sec. 9. Any:

(1) public employee;

(2) public official; or

(3) employee or officer of a:

(A) contractor; or

(B) subcontractor;

of a public agency;

who violates this chapter is subject to penalties and discipline set forth in IC 5-14-3-10.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-14-72-5 — Indiana Code / Title 23 / Article 14 / Chapter 72 / Section 23-14-72-5
Collection of fixed amount for upkeep and maintenance
Status: in_force

Sec. 5. (a) An incorporated cemetery that extends its boundaries to include the grounds of an unincorporated cemetery under section 2 of this chapter, instead of levying a periodic assessment against the owner of a lot under section 3 of this chapter, may collect a fixed amount from the owner in full satisfaction of all future assessments against the lot for the upkeep and maintenance.

(b) A cemetery association that receives money from the owners of lots under subsection (a) shall:

(1) hold and invest the money as a fund for the upkeep and maintenance of the lots; and

(2) expend only the income earned from the investment of the money under subdivision (1) in the care of the lots.

(c) After a cemetery association receives money from the owners of lots under subsection (a), the association shall keep and care for the lots.

As added by P.L.52-1997, SEC.46.
Ind. Code § 23-20-1-10 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-10
Confidentiality of claimant's personal information
Status: in_force

Sec. 10. A claimant's personal information (as defined in IC 9-14-6-6) is confidential.

As added by P.L.114-2010, SEC.12. Amended by P.L.198-2016, SEC.652.