Ind. Code § 23-19-1-2 — Indiana Code / Title 23 / Article 19 / Chapter 1 / Section 23-19-1-2
Definitions
Status: in_force

Sec. 2. In this article, unless the context otherwise requires:

(1) "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. However, a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this article.

(2) "Bank" means:

(A) a banking institution organized under the laws of the United States;

(B) a member bank of the Federal Reserve System;

(C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency under Section 1 of Public Law 87-722 (12 U.S.C. 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this article; and

(D) a receiver, conservator, or other liquidating agent of any institution or firm included in clause (A), (B), or (C).

(3) "Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:

(A) an agent;

(B) an issuer;

(C) a bank, a savings institution, or a trust company that is a wholly owned subsidiary of a bank or savings institution if its activities as a broker-dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4) and 15 U.S.C. 78c(a)(5)) or a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4));

(D) an international banking institution; or

(E) a person excluded by rule adopted or order issued under this article.

(4) "Commissioner" means the securities commissioner appointed under IC 23-19-6-1(a).

(5) "Depository institution" means:

(A) a bank; or

(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include:

(i) an insurance company or other organization primarily engaged in the business of insurance;

(ii) a Morris Plan bank; or

(iii) an industrial loan company that is not an insured depository institution as defined in Section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(2)) or any successor federal statute.

(6) "Federal covered investment adviser" means a person registered under the Investment Advisers Act of 1940.

(7) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under Section 18(b) of the Securities Act of 1933 (15 U.S.C. 77r(b)) or rules or regulations adopted under that provision.

(8) "Filing" means the receipt under this article of a record by the commissioner or a designee of the commissioner.

(9) "Fraud", "fraudulent", "deceit", and "defraud" mean a misrepresentation of a material fact, a promise, representation, or prediction not made honestly or in good faith, or the failure to disclose a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. This definition does not limit or diminish the full meaning of the terms as applied by or defined in courts of law or equity. The terms are not limited to common law deceit.

(10) "Guaranteed" means guaranteed as to payment of all principal, dividends, and interest.

(11) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity:

(A) a depository institution or international banking institution;

(B) an insurance company;

(C) a separate account of an insurance company;

(D) an investment company as defined in the Investment Company Act of 1940;

(E) a broker-dealer registered under the Securities Exchange Act of 1934;

(F) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this article, a depository institution, or an insurance company;

(G) a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this article, a depository institution, or an insurance company;

(H) a trust, if it has total assets in excess of ten million dollars ($10,000,000), its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;

(I) an organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars ($10,000,000);

(J) a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C. 681(c)) with total assets in excess of ten million dollars ($10,000,000);

(K) a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(22)) with total assets in excess of ten million dollars ($10,000,000);

(L) a federal covered investment adviser acting for its own account;

(M) a "qualified institutional buyer", as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 CFR 230.144A);

(N) a "major U.S. institutional investor", as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934 (17 CFR 240.15a-6);

(O) any other person, other than an individual, of institutional character with total assets in excess of ten million dollars ($10,000,000) not organized for the specific purpose of evading this article; or

(P) any other person specified by rule adopted or order issued under this article.

(12) "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state.

(13) "Insured" means insured as to payment of all principal and all interest.

(14) "International banking institution" means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933.

(15) "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:

(A) an investment adviser representative;

(B) a lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;

(C) a broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;

(D) a publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;

(E) a federal covered investment adviser;

(F) a bank, a savings institution, or a trust company that is a wholly owned subsidiary of a bank or savings institution;

(G) any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser; or

(H) any other person excluded by rule adopted or order issued under this article.

(16) "Investment adviser representative" means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

(A) performs only clerical or ministerial acts;

(B) is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;

(C) is employed by or associated with a federal covered investment adviser, unless the individual has a "place of business" in this state, as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3a), and is:

(i) an "investment adviser representative", as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3a); or

(ii) not a "supervised person", as that term is defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(25)); or

(D) is excluded by rule adopted or order issued under this article.

(17) "Issuer" means a person that issues or proposes to issue a security, subject to the following:

(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager under the trust or other agreement or instrument under which the security is issued.

(B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate.

(C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.

(18) "Nonissuer transaction" or "nonissuer distribution" means a transaction or distribution not directly or indirectly for the benefit of the issuer.

(19) "Offer to purchase" includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(d)).

(20) "Person" means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.

(21) "Place of business" of a broker-dealer, an investment adviser, or a federal covered investment adviser means:

(A) an office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or

(B) any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

(22) "Predecessor act" means IC 23-2-1 (before its repeal).

(23) "Price amendment" means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

(24) "Principal place of business" of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser.

(25) "Record", except in the phrases "of record", "official record", and "public record", 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.

(26) "Sale" includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both terms include:

(A) a security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;

(B) a gift of assessable stock involving an offer and sale; and

(C) a sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.

(27) "Securities and Exchange Commission" means the United States Securities and Exchange Commission.

(28) "Security" means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:

(A) includes both a certificated and an uncertificated security;

(B) does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or another specified period;

(C) does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974;

(D) includes as an "investment contract" an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a "common enterprise" means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and

(E) includes as an "investment contract", among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement or similar agreement.

(29) "Self-regulatory organization" means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934.

(30) "Sign" means, with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach or logically associate with the record an electronic symbol, sound, or process.

(31) "Third party solicitor" means a person that, for compensation, directly or indirectly, solicits a client for or refers a client to an investment adviser, a federal covered investment adviser, or an investment adviser representative. The term does not include the following:

(A) An employee subject to the supervision and control of an investment adviser registered under IC 23-19-4-3.

(B) A "supervised person", as defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(25)).

(C) A partner, officer, director, or employee of a person that controls, is controlled by, or is under common control with an investment adviser or a federal covered investment adviser.

(D) An individual excluded by a rule adopted or order issued under this article.

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

(33) "Accredited investor" has the meaning set forth in 17 CFR 230.501(a).

As added by P.L.27-2007, SEC.23. Amended by P.L.106-2014, SEC.2; P.L.158-2022, SEC.5.
Ind. Code § 23-17-2-19 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-19
"Mutual benefit corporation"
Status: in_force

Sec. 19. "Mutual benefit corporation" means a domestic corporation that:

(1) is formed as a mutual benefit corporation under this title;

(2) is designated a mutual benefit corporation by another law; or

(3) is not a public benefit corporation or religious corporation.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-16-2-7 — Indiana Code / Title 23 / Article 16 / Chapter 2 / Section 23-16-2-7
Nature of business
Status: in_force

Sec. 7. A limited partnership may carry on any business that a partnership without limited partners may carry on. This article does not authorize a limited partnership to make insurance within the meaning of IC 27-1.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-18.1-2-4 — Indiana Code / Title 23 / Article 18.1 / Chapter 2 / Section 23-18.1-2-4
"Foreign master limited liability company"
Status: in_force

Sec. 4. "Foreign master limited liability company" means a foreign limited liability company that:

(1) has filed a certificate of authority under this article; and

(2) is organized under a law that allows for the designation of one (1) or more series.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-13-5-8 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-8
Nullifying action of board regarding corporate stock; vesting property and assets in local public school corporation; vesting in county; bonds
Status: in_force

Sec. 8. (a) Should for any cause any action of the board of directors or trustees of a corporation be invalid or ineffective in whole or in part as and for a cancellation or retirement of capital stock as provided in this chapter, then the entire act of cancellation or retirement as to all other stock shall be held null and void. If at any time after the transfer of any stock to the corporation or to the trustees or directors it becomes no longer possible for the corporation to operate the postsecondary educational institution as a postsecondary educational institution, and the fact is found to exist by the board of trustees or directors, the property and assets of the corporation vest in and belong absolutely to the local public school corporation within whose territorial limits the postsecondary educational institution is situated unless the local public school corporation elects to refuse to accept the property and assets in writing served upon the board of trustees or an officer thereof within one hundred twenty (120) days. If the local public school corporation elects to refuse to accept the property and assets, then the property and assets of the corporation vest in and belong absolutely to the county within whose territorial limits the postsecondary educational institution is situated unless the county, acting by its legislative body, elects to refuse to accept the property and assets in writing served upon the board of trustees or an officer within one hundred twenty (120) days. If the county refuses to accept the property and assets, the property and assets vest in and belong absolutely to the state general fund. If situated in a school city or town corporation, the election shall be made by the school board of the municipality.

(b) The local school corporation receiving the property or assets is responsible for the payment of the lawful debts and liabilities of the corporation. For the purpose of raising funds to pay the debts and liabilities, the township executive, with the concurrence and sanction of the township legislative body, or the city or town school board, as the case may be, is authorized and empowered to issue and sell bonds of the school city or school town. The debt created by the bonds, together with all other indebtedness of the school corporation, may not exceed two percent (2%) of the adjusted value of the taxable property within the school corporation as determined under IC 36-1-15. If the building or property of the corporation vested in the school corporation is suitable for instructing students of the township in the arts of agriculture, domestic science, or physical or practical mental culture, and in which to hold school or civic entertainments or be used for township, town, or city purposes, then the township executive, with the concurrence and sanction of the township, city, or town legislative body, as the case may be, is authorized and empowered to issue and sell bonds of the civil township, city, or town, as the case may be, and apply the proceeds to the payment of the debts and liabilities of the corporation. The proceeds of the bonds, together with all other indebtedness of the civil township, city, or town, may not exceed two percent (2%) of the adjusted value of the taxable property within the civil township, city, or town, as determined under IC 36-1-15. If the county receives the property, it is authorized to issue its general obligation bonds to pay the debts and liabilities as general obligation bonds of counties are issued under the general law. Unless the civil township and school and civil cities and towns can liquidate the debts and liabilities without violating Article 13, Section 1 of the Constitution of the State of Indiana and IC 36-1-15, they shall elect to refuse to accept the property. Unless the county can liquidate the debts and liabilities without violating the constitutional provision, it shall elect to refuse the property. If a civil township, city, or town uses its funds or the proceeds of the sale of its bonds to liquidate the debts and liabilities, it shall have an interest in the property in the proportion the funds expended by it bear to the funds expended by the school city or school town.

(c) Any bonds issued under this chapter shall be payable in not more than twenty (20) years after the date of their issuance. The municipal corporation issuing the bonds shall annually levy a tax on all of the taxable property within the municipal corporation in an amount sufficient to pay the interest on and the principal of such bonds as they mature. The bonds may mature and be payable either semiannually or annually. Notice of sale of the bonds shall be published once each week for two (2) weeks in a newspaper published in the municipal corporation issuing the bonds, or in a newspaper published in the county seat of the county in which the municipal corporation is located. Additional notices may be published.

(d) If the corporation ceases to exist or winds up its affairs without its board of trustees or directors finding that it is no longer possible for the corporation to operate the university, college, or institution of learning as a postsecondary educational institution, this shall have the same effect as such a finding.

Formerly: Acts 1909, c.52, s.7; Acts 1949, c.147, s.1; Acts 1951, c.78, s.1. As amended by P.L.8-1987, SEC.74; P.L.8-1989, SEC.83; P.L.1-1993, SEC.192; P.L.6-1997, SEC.196; P.L.246-2005, SEC.208; P.L.2-2007, SEC.316; P.L.233-2015, SEC.323.
Ind. Code § 23-17-12-11 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-11
Religious corporations; removal of directors
Status: in_force

Sec. 11. The articles of incorporation or bylaws of a religious corporation may do the following:

(1) Limit the application of this section.

(2) Set forth the vote and procedures by which the board of directors or a person may remove with or without cause a director elected by the members or the board of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-1.5-27 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-27
"Organic rules"
Status: in_force

Sec. 27. "Organic rules" means the public organic record and private organic rules or governing agreements of an entity.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.5-1-14 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-14
"Veterinarian"
Status: in_force

Sec. 14. "Veterinarian" means an individual admitted to practice veterinary medicine under IC 25-38.1-3.

As added by P.L.239-1983, SEC.1. Amended by P.L.2-2008, SEC.47.
Ind. Code § 23-17-28-1 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-1
Notice
Status: in_force

Sec. 1. Notice under this article must be in writing unless oral notice is authorized by a corporation's articles of incorporation or bylaws.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-11-16 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-16
Securities division and department of financial institutions; cooperation
Status: in_force

Sec. 16. In the securities division's investigative, examination, and regulatory activities related to licensees under this article, the securities division may cooperate with the Indiana department of financial institutions in the regulation of a licensee that conducts:

(1) business under this article; and

(2) business that requires licensure under IC 37-1.

As added by P.L.175-2019, SEC.2. Amended by P.L.115-2026, SEC.21.
Ind. Code § 23-20-1-32 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-32
Division's authority to adopt rules
Status: in_force

Sec. 32. The division may adopt rules under IC 4-22-2 to implement this chapter.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-16-11-3 — Indiana Code / Title 23 / Article 16 / Chapter 11 / Section 23-16-11-3
Pleading
Status: in_force

Sec. 3. In a derivative action under this chapter, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort to secure initiation of the action by a general partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-1.3-1-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 1 / Section 23-1.3-1-4
Corporation law applicable
Status: in_force

Sec. 4. Except as otherwise provided in this article, IC 23-1 is generally applicable to all benefit corporations.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-42-2 — Indiana Code / Title 23 / Article 14 / Chapter 42 / Section 23-14-42-2
Designation of remains permitted to be interred
Status: in_force

Sec. 2. The owner of the burial rights in any burial plot has the right by a proper instrument recorded with the cemetery to designate specifically whose remains only shall be interred, entombed, or inurned in the burial plot after the owner's death.

As added by P.L.52-1997, SEC.16.
Ind. Code § 23-4-1-45.4 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.4
Repealed
Status: repealed

As added by P.L.277-2001, SEC.8. Repealed by P.L.119-2015, SEC.26.
Ind. Code § 23-2.5-4-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-4
Branch office license application requirements
Status: in_force

Sec. 4. (a) An application for issuance or renewal of a branch office license must be made on a form prescribed by the commissioner.

(b) An application under subsection (a) must include the following information for the location for which licensure as a branch office is sought:

(1) The address of the branch office.

(2) The name and license number of the manager who will be designated by the loan broker to supervise the branch office.

(3) The name and license number of the individual who will be designated to act as branch manager of the branch office.

(4) An application fee of seventy-five dollars ($75).

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.12.
Ind. Code § 23-18-5-5.1 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-5.1
Dissociation; companies formed after June 30, 1999
Status: in_force

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive:

(1) any distribution that the member is entitled to under this article or the operating agreement; and

(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).

As added by P.L.269-1999, SEC.5. Amended by P.L.130-2006, SEC.30.
Ind. Code § 23-4-3-2 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-2
Inventory and appraisal
Status: in_force

Sec. 2. Such surviving partner or partners, within sixty (60) days after such death, shall proceed to make a full, true, and complete inventory of the estate, goods, chattels, rights, credits, moneys, and effects within the knowledge of the partner or partners, and shall cause the same to be appraised by:

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

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

who are residents of Indiana, one (1) of whom shall be selected by the surviving partner or partners and the other by the clerk of the court having probate jurisdiction, making a full and complete schedule thereof; which said schedule and appraisement shall be sworn to by said appraisers before the clerk of such court, specifying that the property described in said schedule is appraised at its true cash value; which schedule shall, by said appraisers, be filed in the office of the clerk of the court having probate jurisdiction, immediately after the completion thereof.

Formerly: Acts 1877, c.86, s.2. As amended by P.L.113-2006, SEC.17.
Ind. Code § 23-1-30-7 — Indiana Code / Title 23 / Article 1 / Chapter 30 / Section 23-1-30-7
Voting groups; method of taking action
Status: in_force

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter.

(b) If the articles of incorporation or this article provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 6 of this chapter. A matter may be voted on by one (1) voting group even though no vote is taken by another voting group entitled to vote on the matter.

As added by P.L.149-1986, SEC.14.
Ind. Code § 23-16-7-2 — Indiana Code / Title 23 / Article 16 / Chapter 7 / Section 23-16-7-2
Withdrawal of general partner
Status: in_force

Sec. 2. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. However, if the general partner's withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and may offset the damages against the amount otherwise distributable to the withdrawing general partner in addition to any remedies otherwise available under applicable law.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-7-8-0.1 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-0.1
Application of certain amendments to chapter
Status: in_force

Sec. 0.1. The amendments made to sections 1 and 8 of this chapter by P.L.24-1989 are clarifications only and should not be construed as modifications of existing law.

As added by P.L.220-2011, SEC.379.
Ind. Code § 23-14-46-8 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-8
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 8. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.20.
Ind. Code § 23-0.5-1.5-4 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-4
"Commercial registered agent"
Status: in_force

Sec. 4. "Commercial registered agent" means a person listed under IC 23-0.5-4-4.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-4-1-23 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-23
Continuation of partnership beyond fixed term
Status: in_force

Sec. 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.

Formerly: Acts 1949, c.114, s.23.
Ind. Code § 23-18.1-3-5 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-5
Plan of merger, consolidation, conversion, or share exchange affecting status; unanimous consent
Status: in_force

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3.

(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a limited liability company as a series limited liability company, the plan must be adopted by unanimous consent of the members in order to be effective.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.112.
Ind. Code § 23-18-9-4 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-4
Entities entitled to wind up company's business or affairs
Status: in_force

Sec. 4. Unless otherwise provided in a written operating agreement, the following may wind up the business or affairs of the limited liability company:

(1) The members or managers with authority to manage the limited liability company under IC 23-18-4-1.

(2) If a member or manager has engaged in wrongful conduct or upon other cause shown, the circuit or superior court of:

(A) the county in which the limited liability company's principal office is located; or

(B) if there is none in Indiana the county in which its registered office is located;

on application by a member or the member's legal representative or assignee.

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

Sec. 2. As used in this chapter, "commissioner" refers to the securities commissioner appointed under IC 23-19-6-1(a).

As added by P.L.177-1991, SEC.10. Amended by P.L.27-2007, SEC.20.
Ind. Code § 23-16-1-4 — Indiana Code / Title 23 / Article 16 / Chapter 1 / Section 23-16-1-4
Effective date
Status: in_force

Sec. 4. "Effective date" means a date specified in a certificate filed with the secretary of state declaring when the certificate becomes effective.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-15-12-8 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-8
Appeals
Status: in_force

Sec. 8. (a) A business entity administratively dissolved under section 7 of this chapter may appeal the administrative dissolution to the circuit court or superior court of:

(1) the county in which the business entity maintains a place of business;

(2) the county containing the office of the business entity's registered agent, if it does not have a place of business in Indiana; or

(3) Marion County, if the business entity has neither a place of business nor a registered agent in Indiana;

not later than thirty (30) days after the date service of the notice of administrative dissolution is perfected.

(b) The court may do the following:

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

(2) Take other action the court considers appropriate.

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

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-19-3-6 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-6
Stop orders; denial, suspension, or revocation of registration; standards; postponement; hearing; process; modification or vacating order
Status: in_force

Sec. 6. (a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the commissioner finds that the order is in the public interest and that:

(1) the registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under section 5(j) of this chapter as of its effective date, or a report under section 5(i) of this chapter, is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) this article, a rule adopted or order issued under this article, or a condition imposed under this article has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; by a person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

(3) the security registered or sought to be registered is the subject of a permanent or temporary injunction of a court with jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this article applicable to the offering, but the commissioner may not institute a proceeding against an effective registration statement under this subdivision more than one (1) year after the date of the order or injunction on which it is based, and the commissioner may not issue an order under this subdivision on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(4) the issuer's enterprise or method of business includes or would include activities that are unlawful where performed;

(5) with respect to a security sought to be registered under section 3 of this chapter, there has been a failure to comply with the undertaking required by section 3(b)(4) of this chapter;

(6) the applicant or registrant has not paid the filing fee, but the commissioner shall void the order if the deficiency is corrected; or

(7) the offering:

(A) will work or tend to work a fraud upon purchasers or would so operate; or

(B) has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options.

(b) To the extent practicable, the commissioner by rule adopted or order issued under this article shall publish standards that provide notice of conduct that violates subsection (a)(7).

(c) The commissioner may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the commissioner when the registration statement became effective unless the proceeding is instituted within thirty (30) days after the registration statement became effective.

(d) The commissioner may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the commissioner shall promptly notify each person specified in subsection (e) that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the commissioner within thirty (30) days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

(e) A stop order may not be issued under this section without:

(1) appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) an opportunity for hearing; and

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

(f) The commissioner may modify or vacate a stop order issued under this section if the commissioner finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-17-18-1 — Indiana Code / Title 23 / Article 17 / Chapter 18 / Section 23-17-18-1
Amendment or repeal by directors; notice
Status: in_force

Sec. 1. (a) A board of directors may amend or repeal a corporation's bylaws unless:

(1) articles of incorporation;

(2) bylaws; or

(3) this article;

provide otherwise, subject to approval required under IC 23-17-17-1. However, until the directors have been chosen, the incorporators have power to amend or repeal the bylaws. This section is subject to the class voting rules under section 2 of this chapter.

(b) The corporation must provide notice of any meeting of directors at which an amendment is to be approved. The notice must do the following:

(1) Be in accordance with IC 23-17-15-3.

(2) State that the purpose of the meeting is to consider a proposed amendment to the bylaws.

(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.
Ind. Code § 23-1-17.3-3 — Indiana Code / Title 23 / Article 1 / Chapter 17.3 / Section 23-1-17.3-3
Effect of reduction by P.L.149-1986 of penalty or punishment
Status: repealed

Sec. 3. If a penalty or punishment imposed for violation of a repealed statute is reduced by P.L.149-1986, the penalty or punishment if not already imposed shall be imposed in accordance with P.L.149-1986.

As added by P.L.220-2011, SEC.378.
Ind. Code § 23-19-7-10 — Indiana Code / Title 23 / Article 19 / Chapter 7 / Section 23-19-7-10
Right or obligation to present evidence to grand jury or share evidence in criminal investigation unaffected
Status: in_force

Sec. 10. This chapter does not limit or negate any right or obligation of any individual to present evidence to a grand jury or to share evidence with potential witnesses or defendants in the course of an ongoing criminal investigation.

As added by P.L.85-2012, SEC.6.
Ind. Code § 23-1-37-2 — Indiana Code / Title 23 / Article 1 / Chapter 37 / Section 23-1-37-2
"Director" defined
Status: in_force

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.

As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.303.
Ind. Code § 23-1.3-10-4 — Indiana Code / Title 23 / Article 1.3 / Chapter 10 / Section 23-1.3-10-4
Send to shareholders
Status: in_force

Sec. 4. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of:

(1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or

(2) the same date that the benefit corporation delivers any other annual report to its shareholders.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-17-32-7 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-7
Protection of personal information; exceptions
Status: in_force

Sec. 7. (a) Except as provided in subsection (b), a public agency shall not do any of the following:

(1) Require or otherwise compel any person or nonprofit organization to provide the public agency with personal information.

(2) Release, publicize, or otherwise publicly disclose personal information in the possession of the public agency.

(3) Request or require a current or prospective:

(A) contractor for; or

(B) grantee of;

the public agency to provide a list of nonprofit organizations to which the current or prospective contractor or grantee has provided financial or nonfinancial support.

(b) Subsection (a) does not apply with respect to any of the following:

(1) Any report or disclosure required under state:

(A) campaign finance law as required by IC 3-9-5;

(B) lobbying disclosure law as required by IC 2-7; or

(C) access to information, including personal information as required by IC 2-5-1.7.

(2) A lawful order or warrant, issued by a court of competent jurisdiction, for the provision, disclosure, or release of personal information.

(3) A lawful request for discovery of personal information in the context of litigation if the following conditions are met:

(A) The requesting party or person demonstrates, by clear and convincing evidence, as determined by the court, a compelling need for the personal information.

(B) The requesting party or person obtains a protective order, issued by the court, barring disclosure of the personal information to any person not named as a party in the litigation.

(4) Admission of personal information as relevant evidence before a court of competent jurisdiction. However, a court may not publicly disclose or release personal information without a specific finding of good cause.

(5) Release by a public agency of personal information that was voluntarily released by:

(A) the person to whom the personal information pertains; or

(B) the nonprofit organization with which the personal information is associated;

to the public.

(6) A collection of information that:

(A) includes the identity of any director, officer, registered agent, or incorporator of a nonprofit organization; and

(B) is part of any report or disclosure required to be filed with the secretary of state under this article or any other statute.

However, information that directly identifies a person as a donor of financial support to a nonprofit organization shall not be collected by or disclosed to the secretary of state.

(7) Disclosure of personal information that is derived from a financial donation to a nonprofit organization that is affiliated with a public agency if:

(A) the disclosure is required by statute; and

(B) the person to whom the personal information pertains has not previously made a request for anonymity to the nonprofit organization.

(8) Information collected in an examination by the state board of accounts under IC 5-11-1-9. The information collected under IC 5-11-1-9 must be directly related to the examination by the state board of accounts or a related proceeding. Information collected under IC 5-11-1-9 may not be disclosed to the public, unless disclosure is expressly required by statute.

(9) A request by the attorney general for information required for an audit, examination, review, or investigation. The request from the attorney general must be directly related to the audit, examination, review, or investigation being completed. Information collected pursuant to an audit, examination, review, or investigation by the attorney general shall not be disclosed to the public, unless disclosure is expressly required by statute.

(10) Information submitted by a vendor to the state comptroller for the purpose of receiving payment from the state under IC 4-13-2-14.8 or IC 5-11-10-1.6. Information that directly identifies a person as a donor of financial support to a nonprofit organization shall not be collected by or disclosed to the state comptroller unless it is voluntarily submitted by the nonprofit organization.

(11) Information requested or submitted for the purpose of licensing a qualified organization under IC 4-32.3-4. The information collected under IC 4-32.3-4 shall not be disclosed to the public, unless disclosure is expressly required by statute.

(12) Personal information that a public agency requests from a nonprofit hospital for a legitimate business purpose of the public agency.

(c) Personal information is considered confidential and is not subject to disclosure under IC 5-14-3.

As added by P.L.221-2023, SEC.2. Amended by P.L.9-2024, SEC.444.
Ind. Code § 23-2.5-1-36 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-36
"Securities division"
Status: in_force

Sec. 36. "Securities division" refers to the division of the office of the secretary of state described in IC 23-19-6-1(a).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-4-1-22 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-22
Right to account
Status: in_force

Sec. 22. Any partner shall have the right to a formal account as to partnership affairs:

(a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners.

(b) If the right exists under the terms of any agreement.

(c) As provided by section 21 of this chapter.

(d) Whenever other circumstances render it just and reasonable.

Formerly: Acts 1949, c.114, s.22. As amended by P.L.34-1987, SEC.296.
Ind. Code § 23-4-1-45.7 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-45.7
Repealed
Status: repealed

As added by P.L.170-2016, SEC.7. Repealed by P.L.118-2017, SEC.40.
Ind. Code § 23-13-20-4 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-4
Board of trustees; members; amendment of charter; bylaws
Status: in_force

Sec. 4. (a) The university has forty-one (41) trustees.

(b) The board of trustees consists of the following members:

(1) Twenty-four (24) members elected at large by the members of the board of trustees.

(2) Six (6) members elected by the South Indiana Conference of The United Methodist Church.

(3) Three (3) members elected by the Alumni Association of the university.

(4) Three (3) members elected by the members of the freshman, sophomore, junior, and senior classes of the university, voting jointly.

(5) Three (3) members elected by the North Indiana Conference of The United Methodist Church.

(6) The Bishop of the Indiana Area of The United Methodist Church, who serves as an ex officio member.

(7) The president of the university, who serves as an ex officio member.

(c) A trustee serves a term of three (3) years and until the trustee's successor is elected and qualified.

(d) The university may amend its charter concerning the following:

(1) The number of persons on its board of trustees.

(2) The structure, composition, and organization of its board of trustees.

(3) The authority and procedure for and the manner of electing or appointing members of the board of trustees.

(e) The university may amend its charter under subsection (d) by:

(1) the adoption of a resolution by a majority vote of its board of trustees; and

(2) filing proof of the adoption, verified by at least a majority of the board of trustees, and sworn to before a person authorized to administer oaths, in the office of the secretary of state.

(f) The charter is amended as of the date the required proof is filed in the office of the secretary of state.

(g) Except as provided in this chapter, the bylaws adopted by the board of trustees may prescribe the following:

(1) The qualifications required for members of the board.

(2) The manner of election of the members of the board.

(3) The terms of the members of the board.

(4) The duties and powers of the board.

(5) The manner of conducting the business of the board.

(6) The time and place for conducting meetings of the board.

(7) The manner for filling vacancies on the board.

(8) The method and procedure for altering the current number of members of the board.

As added by P.L.1-1989, SEC.49.
Ind. Code § 23-0.5-9-33 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-33
No fee for filing a registered agent statement of resignation
Status: in_force

Sec. 33. There is no fee for filing a registered agent statement of resignation.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1.5-1-5.6 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-5.6
"Charitable remainder unitrust"
Status: in_force

Sec. 5.6. "Charitable remainder unitrust" has the meaning set forth in Section 664(d)(2) or 664(d)(3) of the Internal Revenue Code.

As added by P.L.172-1996, SEC.2.
Ind. Code § 23-18-6-4 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-4
Assignee membership; death of sole member; companies existing on or before June 30, 1999
Status: in_force

Sec. 4. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may become a member only if the other members unanimously consent. If a limited liability company has only one (1) member, an assignee of the entire interest may become a member:

(1) under the terms of an agreement between the assignor and the assignee; or

(2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.

The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of a specification, consent must be evidenced by a written instrument, dated and signed by the member.

(c) If:

(1) a limited liability company has one (1) member;

(2) the member of the limited liability company dies;

(3) the deceased member's interest in the limited liability company is not registered in beneficiary form under IC 32-17-14; and

(4) the limited liability company does not have a written operating agreement that controls or specifies the transfer or other disposition of the deceased member's interest;

the deceased member's interest passes as described in subsection (d).

(d) This subsection applies to the transfer of a deceased member's interest under the circumstances described in subsection (c). Unless otherwise provided in a written operating agreement or a valid disclaimer under IC 32-17.5, the deceased member's interest in a limited liability company passes automatically upon death to:

(1) a legatee identified in the deceased member's will admitted to probate under IC 29-1-7; or

(2) the deceased member's heirs under IC 29-1-2-1 if the deceased member died intestate.

A transfer of an interest under this subsection is subject to IC 29-1-7-23 and does not affect the enforceability of a timely filed claim by a creditor against the estate of the deceased member. A legatee or an heir is automatically admitted as a member of the limited liability company under this subsection.

(e) If a personal representative is appointed under IC 29-1-10 for the estate of a deceased member described in subsection (c), the personal representative possesses and may exercise all rights and powers of the deceased member's interest before the interest of the deceased member is distributed to the deceased member's legatees or heirs under this section.

(f) An assignee who becomes a member:

(1) has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this article; and

(2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7.

However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from a written operating agreement.

(g) Whether or not an assignee of an interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 that are solely a result of the assignment.

(h) Unless otherwise provided in a written operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when an assignee of the member's interest becomes a member with respect to the assigned interest.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.9; P.L.156-2023, SEC.11; P.L.99-2024, SEC.2.
Ind. Code § 23-2-3.1-8 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-8
Purchase of shares; prohibition
Status: in_force

Sec. 8. No shares shall be purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the commissioner.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.5.
Ind. Code § 23-0.5-9-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-5
Articles of revocation of dissolution; domestic business corporation
Status: in_force

Sec. 5. The secretary of state shall collect the following fees for filing articles of revocation of dissolution of a domestic business corporation:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-68-1 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-1
Application of chapter
Status: in_force

Sec. 1. (a) Except as provided in subsections (b) and (d), this chapter applies to each cemetery that:

(1) is without funds for maintenance;

(2) was in existence on February 28, 1939; and

(3) is operated by a nonprofit organization or is not managed by any viable organization.

(b) Section 4.5 of this chapter applies to a cemetery that is operated by a nonprofit organization.

(c) Except for a cemetery for which a township assumes responsibility under subsection (d), this chapter does not apply to a cemetery located on land on which property taxes are assessed and paid under IC 6-1.1-4.

(d) A township may assume responsibility for the maintenance of a cemetery under IC 23-14-78.

As added by P.L.52-1997, SEC.42. Amended by P.L.14-2018, SEC.8; P.L.102-2020, SEC.2.
Ind. Code § 23-4-1-18 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-18
Rules determining rights and duties of partners
Status: in_force

Sec. 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in section 15(2) of this chapter, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.

(b) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.

(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.

(d) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.

(e) All partners have equal rights in the management and conduct of the partnership business.

(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.

(g) No person can become a member of a partnership without the consent of all the partners.

(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

Formerly: Acts 1949, c.114, s.18. As amended by P.L.230-1995, SEC.5.
Ind. Code § 23-1-44-4.5 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-4.5
"Preferred shares"
Status: in_force

Sec. 4.5. As used in this chapter, "preferred shares" means a class or series of shares in which the holders of the shares have preference over any other class or series with respect to distributions.

As added by P.L.133-2009, SEC.38.
Ind. Code § 23-19-4.1-1 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-1
"Financial exploitation"
Status: in_force

Sec. 1. As used in this chapter, "financial exploitation" means the wrongful or unauthorized taking, withholding, appropriation, or use of money, real property, or personal property of a financially vulnerable adult.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.5.
Ind. Code § 23-10-2-19 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-19
Conveyance for cemetery purposes; holding in trust
Status: in_force

Sec. 19. Lands conveyed to the board of county commissioners, by deed duly recorded, for the purpose of a public or private cemetery, shall be held by such board forever in trust for such purpose.

Formerly: Acts 1852, 1RS, c.101, s.19.
Ind. Code § 23-2.5-1-24 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-24
"Nationwide Multistate Licensing System"
Status: in_force

Sec. 24. "Nationwide Multistate Licensing System" refers to a multistate licensing system owned and operated by the State Regulatory Registry, LLC, or by a successor or an affiliated entity, for the licensing and registration of:

(1) creditors;

(2) mortgage loan originators;

(3) other financial services entities; and

(4) employees and agents of the persons described in subdivisions (1) through (3).

The term includes "NMLS" and any other name or acronym that may be assigned to the system by the State Regulatory Registry, LLC, or by a successor or an affiliated entity of the State Regulatory Registry, LLC.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-1-26 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-26
"Personal information"
Status: in_force

Sec. 26. "Personal information" includes the following:

(1) An individual's first and last names or first initial and last name.

(2) Any of the following data elements:

(A) A Social Security number.

(B) A driver's license number.

(C) A state identification card number.

(D) A credit card number.

(E) A financial account number or debit card number in combination with a security code, password, or access code that would permit access to the person's account.

(3) With respect to an individual, any of the following:

(A) Address.

(B) Telephone number.

(C) Information concerning the individual's:

(i) income or other compensation;

(ii) credit history;

(iii) credit score;

(iv) assets;

(v) liabilities; or

(vi) employment history.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-9-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-4
Loan processing company records disposal
Status: in_force

Sec. 4. A loan processing company may not dispose of the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers without first shredding, incinerating, mutilating, erasing, or otherwise rendering the information illegible or unusable.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-70-4 — Indiana Code / Title 23 / Article 14 / Chapter 70 / Section 23-14-70-4
Receipts and vouchers
Status: in_force

Sec. 4. (a) A township trustee or treasurer of the board of directors of an incorporated cemetery who receives a distribution under section 3 of this chapter shall make a receipt or voucher for any money paid out.

(b) A receipt or voucher made under subsection (a) must state:

(1) the amount paid out;

(2) the purpose for which the money was expended; and

(3) the fund from which the money came.

(c) The receipts and vouchers made under subsection (a) shall be:

(1) filed with the county auditor before January 2 of each year; and

(2) presented to the board of commissioners for examination and approval at the January meeting of the board of commissioners.

As added by P.L.52-1997, SEC.44.
Ind. Code § 23-0.5-9-7 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-7
Registration; domestic limited liability partnership
Status: in_force

Sec. 7. The secretary of state shall collect the following fees for filing a registration for a domestic limited liability partnership:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-48.5-2 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-2
"Board"
Status: in_force

Sec. 2. As used in this chapter, "board" means the state board of funeral and cemetery service established by IC 25-15-9-1.

As added by P.L.65-2007, SEC.3.
Ind. Code § 23-17-2-7 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-7
"Corporation"
Status: in_force

Sec. 7. (a) "Corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article.

(b) The term does not include a foreign corporation.

(c) For purposes of IC 23-17-24, the term does not include a homeowners association (as defined in IC 34-6-2.1-87).

As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.3; P.L.186-2025, SEC.124.
Ind. Code § 23-2-2.5-28 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-28
Violations; judgment; damages; interest; attorney's fees
Status: in_force

Sec. 28. A person who recovers judgment for a violation of this chapter may recover, as part of that judgment: (1) any consequential damages; (2) interest at eight percent (8%) on the judgment; and (3) reasonable attorney's fees; unless the defendant proves that the plaintiff knew the facts concerning the violation, or that the defendant exercised reasonable care and did not know, or, if he had exercised reasonable care, would not have known, of the facts concerning the violation.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-1-40-6 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-6
Effect of merger
Status: in_force

Sec. 6. (a) When a merger takes effect:

(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

(3) the surviving corporation has all liabilities of each corporation party to the merger;

(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

(5) the articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

(6) the shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under IC 23-1-44.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under IC 23-1-44.

(c) After a merger or share exchange takes effect as provided in this section, any terms of the plan of merger or plan of share exchange that are not included in the articles of incorporation shall be considered to be contract rights only, and not part of the governing documents of the corporation.

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.18.
Ind. Code § 23-18-1-18 — Indiana Code / Title 23 / Article 18 / Chapter 1 / Section 23-18-1-18
"Principal office"
Status: in_force

Sec. 18. "Principal office" has the meaning set forth in IC 23-0.5-1.5-29.

As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996, SEC.26; P.L.96-2025, SEC.10.
Ind. Code § 23-14-58.5-1 — Indiana Code / Title 23 / Article 14 / Chapter 58.5 / Section 23-14-58.5-1
Termination of ownership rights in an unused and unimproved burial space
Status: in_force

Sec. 1. (a) Subject to this chapter, if a burial space in a cemetery that is subject to IC 23-14-41 or any other Indiana law:

(1) has remained unused for a period of at least fifty (50) years from the date of sale or last recorded designation or transfer; and

(2) has no improvements on the burial space, including the placement of a monument, memorial, or other permanent appurtenance;

the person or entity having jurisdiction over the cemetery may terminate the rights and interests of the owner of the burial space.

(b) After July 1, 2007, a contract for the purchase of a burial space must include notice that the contract is subject to termination as provided in subsection (a).

As added by P.L.113-2007, SEC.7.
Ind. Code § 23-0.5-9-32 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-32
No fee for filing a registered agent or office statement of change
Status: in_force

Sec. 32. There is no fee for filing a registered agent or office statement of change.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-3-5 — Indiana Code / Title 23 / Article 0.5 / Chapter 3 / Section 23-0.5-3-5
Use of "bank" or derivative; review; violation; administrative dissolution; appeal
Status: in_force

Sec. 5. (a) If a new filing or an amendment changing the name of the filing entity is received by the secretary of state and the new filing or the amendment contains "bank", or any derivative of "bank", in the filing entity's name, the filing must be forwarded to the department of financial institutions for review and a determination concerning whether the use of the term "bank" (or the derivative) violates IC 28-1-20-4.

(b) A document under subsection (a) may be filed by the secretary of state only after the filing has been approved by the department of financial institutions.

(c) The department of financial institutions shall review each filing forwarded to the department of financial institutions under subsection (a) and provide notice of the results of the review to the secretary of state.

(d) If the department of financial institutions determines that a filing entity has violated IC 28-1-20-4, the department of financial institutions shall notify the secretary of state of the violation.

(e) The secretary of state shall commence a proceeding under this section to administratively dissolve a filing entity if:

(1) the name of the filing entity contains the word, or a derivation of the word, "bank", "banc", "banco", or "bankcor"; and

(2) the department of financial institutions determines that the filing entity violates IC 28-1-20-4.

(f) If the secretary of state commences an administrative dissolution under subsection (e), the secretary of state shall provide to the filing entity written notice of the determination under subsection (e)(2). The secretary of state shall, at the same time notice is sent to the filing entity, provide a copy of the notice to the department of financial institutions.

(g) If a filing entity that receives a notice under subsection (f) does not:

(1) correct the grounds for dissolution; or

(2) demonstrate to the reasonable satisfaction of the department of financial institutions that the grounds for dissolution do not exist;

at any time after sixty (60) days after the notice is provided, the department of financial institutions shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of financial institutions, the secretary of state shall administratively dissolve the filing entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of administrative dissolution and provide a copy of the certificate of administrative dissolution to the filing entity.

(h) A filing entity administratively dissolved under this section may carry on only those activities necessary to wind up and liquidate the filing entity's affairs.

(i) The filing entity may appeal the administrative dissolution to the circuit court or superior court of the county:

(1) where the filing entity's principal office is located; or

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

not later than thirty (30) days after service of the notice of denial is perfected.

(j) The court may do the following:

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

(2) Take other action the court considers appropriate.

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

(l) Dissolution under this section is in addition to any penalties imposed upon the filing entity under IC 28-1-20-4(j), as well as any other penalties under IC 28.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.9.
Ind. Code § 23-4-1-5 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-5
Rules for cases not provided for in chapter
Status: in_force

Sec. 5. In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.

Formerly: Acts 1949, c.114, s.5. As amended by P.L.34-1987, SEC.290.
Ind. Code § 23-2.5-11-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-2
Required actions; denial of licensure application or renewal; suspension; revocation
Status: in_force

Sec. 2. The commissioner shall deny an application for an initial or a renewal license under this article, and shall revoke the license of a licensee, if the applicant, the licensee, or an ultimate equitable owner of a loan broker or an applicant for a loan broker license:

(1) has had a:

(A) loan broker license issued under this article;

(B) mortgage loan originator license issued under this article; or

(C) license that is:

(i) equivalent to a license described in clause (A) or (B); and

(ii) issued by another jurisdiction;

revoked by the commissioner or the appropriate regulatory agency in another jurisdiction, whichever applies;

(2) has been convicted of or pleaded guilty or nolo contendere to a felony in a domestic, foreign, or military court:

(A) during the seven (7) year period immediately preceding the date of the application or renewal; or

(B) at a time preceding the date of the application or renewal if the felony involved an act of fraud or dishonesty, a breach of trust, or money laundering;

(3) fails to maintain the bond required by IC 23-2.5-4-12;

(4) fails to demonstrate the financial responsibility, character, and general fitness necessary to:

(A) command the confidence of the community in which the applicant or licensee engages or will engage in the activities of a loan broker; and

(B) warrant a determination by the commissioner that the applicant or licensee will operate honestly, fairly, and efficiently according to the requirements of this article;

(5) has failed to meet the education requirements set forth in IC 23-2.5-6;

(6) has failed to pass the written examination required by IC 23-2.5-6; or

(7) fails to:

(A) keep or maintain records in accordance with IC 23-2.5-8; or

(B) allow the commissioner or an agent appointed by the commissioner to inspect or examine a loan broker's books and records to determine compliance with IC 23-2.5-8.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.29.
Ind. Code § 23-1-43-21 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-21
Amendment of articles of incorporation making corporation subject to this chapter; application of chapter
Status: in_force

Sec. 21. This chapter does not apply to any business combination of a resident domestic corporation the articles of incorporation of which have been amended to provide that the resident domestic corporation is subject to this chapter and that has not had a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Exchange Act on the effective date of the amendment, and that is a business combination with an interested shareholder whose share acquisition date is before the effective date of the amendment.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-1.5-4-7 — Indiana Code / Title 23 / Article 1.5 / Chapter 4 / Section 23-1.5-4-7
Certificate of acceptance; issuance
Status: in_force

Sec. 7. The acceptance becomes effective upon issuance of a certificate of acceptance by the secretary of state. The corporation is entitled to all rights and privileges and is subject to all penalties, liabilities, and restrictions provided by this article granted to or imposed upon corporations organized under this article. The articles of incorporation shall be considered to be amended to the extent, if any, that any provision or provisions of the articles are restated in the articles of acceptance.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-2-6-38 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-38
Application of sections IC 23-2-6-17, IC 23-2-6-23, and IC 23-2-6-24
Status: in_force

Sec. 38. (a) Sections 17, 23, and 24 of this chapter apply to a person who sells or offers to sell if:

(1) the offer to sell is made in Indiana; or

(2) an offer to buy is made and accepted in Indiana.

(b) Sections 17, 23, and 24 of this chapter apply to a person who buys or offers to buy if:

(1) the offer to buy is made in Indiana; or

(2) an offer to sell is made and accepted in Indiana.

(c) For purposes of this section:

(1) an offer to sell or an offer to buy is made in Indiana, whether or not any party is present in Indiana, if the offer:

(A) originates from Indiana; or

(B) is directed by the offeror to Indiana and is received at:

(i) the place to which the offer is directed; or

(ii) any post office in Indiana, in the case of a mailed offer; and

(2) an offer to sell or to buy is accepted in Indiana if the acceptance:

(A) is communicated to the offeror in Indiana; and

(B) has not previously been communicated to the offeror, orally or in writing, outside Indiana.

(d) For purposes of this section, acceptance is communicated to an offeror in Indiana, whether or not any party is then present in Indiana, if:

(1) the offeree:

(A) directs the acceptance to the offeror in Indiana; and

(B) reasonably believes that the offeror is present in Indiana; and

(2) the acceptance is received at:

(A) the place to which the acceptance is directed; or

(B) any post office in Indiana, in the case of a mailed acceptance.

(e) For purposes of this section, an offer to sell or to buy is not made in Indiana if:

(1) a publisher circulates in Indiana, or there is circulated in Indiana on the behalf of the publisher, a newspaper or other publication of general, regular, and paid circulation that:

(A) is not published in Indiana; or

(B) is published in Indiana, but has had more than two-thirds (2/3) of the newspaper's circulation outside Indiana during the past twelve (12) months; or

(2) a newspaper or a radio or television program originating outside Indiana is received in Indiana.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-19-4-10 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-10
Fees; transmittal of fee; exception
Status: in_force

Sec. 10. (a) A person shall pay a fee of two hundred fifty dollars ($250) when initially filing an application for registration as a broker-dealer and a fee of one hundred twenty-five dollars ($125) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(b) The fee for an individual is twenty-five dollars ($25) when filing an application for registration as an agent, a fee of twenty-five dollars ($25) when filing a renewal of registration as an agent, and a fee of twenty-five dollars ($25) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(c) A person shall pay a fee of one hundred dollars ($100) when filing an application for registration as an investment adviser and a fee of fifty dollars ($50) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(d) The fee for an individual is twenty-five dollars ($25) when filing an application for registration as an investment adviser representative, a fee of twenty-five dollars ($25) when filing a renewal of registration as an investment adviser representative, and a fee of twenty-five dollars ($25) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(e) A federal covered investment adviser required to file a notice under section 5 of this chapter shall pay an initial fee of fifty dollars ($50) and an annual notice fee of fifty dollars ($50).

(f) A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this article.

(g) An investment adviser representative who is registered as an agent under section 2 of this chapter and who represents a person that is both registered as a broker-dealer under section 1 of this chapter and registered as an investment adviser under section 3 of this chapter or required as a federal covered investment adviser to make a notice filing under section 5 of this chapter is not required to pay an initial or annual registration fee for registration as an investment adviser representative.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-1-35-4 — Indiana Code / Title 23 / Article 1 / Chapter 35 / Section 23-1-35-4
Unlawful distribution; liability; contribution
Status: in_force

Sec. 4. (a) Subject to section 1(e) of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.

(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:

(1) from every other director who voted for or assented to the distribution, subject to section 1(e) of this chapter; and

(2) from each shareholder for the amount the shareholder accepted.

As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.13.
Ind. Code § 23-0.5-9-20 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-20
Articles of amendment to articles of organization; domestic limited liability company
Status: in_force

Sec. 20. The secretary of state shall collect the following fees for filing articles of amendment to the articles of organization of a domestic limited liability company:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2-3.1-11 — Indiana Code / Title 23 / Article 2 / Chapter 3.1 / Section 23-2-3.1-11
Appeal; notice; transcript; disposition on appeal
Status: in_force

Sec. 11. An appeal may be taken by any offeror, target company, or other party to any proceeding before the commissioner from any final order of the commissioner to the court of appeals for errors of law under the same terms and conditions as govern appeals in ordinary civil actions, except as otherwise provided in this section. An assignment of errors that the decision, ruling, or order of the commissioner is contrary to law is sufficient to present both the sufficiency of the facts found to sustain the decision, ruling, or order, and the sufficiency of the evidence to sustain the findings of facts upon which it was rendered. Within twenty (20) days from the entry of an order, the commissioner shall be served with a written notice of the appeal which states the grounds upon which a reversal of the final order is sought and with a demand in writing for a certified transcript of the record and of all papers on file in the commissioner's office affecting or relating to that order. The commissioner shall within twenty (20) days after service of the notice of appeal make, certify, and deliver to the appellant the transcript. The appellant shall, within five (5) days after the receipt of the transcript, file the transcript and a copy of the notice of appeal with the clerk of the court. The notice of appeal shall stand as the appellant's assignment of errors. If the order of the commissioner is reversed, the court shall direct the commissioner's further action in the matter, including the making and entering of any order and the conditions, limitations, or restrictions to be contained in the order. However, the commissioner is not barred from later revoking or altering the order for any proper cause which may later accrue or be discovered. If the order is affirmed, the appellant may file a new disclosure statement after thirty (30) days from the ruling of the court of appeals if the disclosure statement is not otherwise barred or limited. The appeal does not suspend the operation of the order appealed from during the pendency of the appeal unless upon proper order of the court.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.10; P.L.3-1989, SEC.138.
Ind. Code § 23-16-3-13 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-13
Repealed
Status: repealed

As added by P.L.178-2002, SEC.104. Repealed by P.L.118-2017, SEC.72.
Ind. Code § 23-1-33-7 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-7
Resignation
Status: in_force

Sec. 7. (a) A director may resign at any time by delivering written notice:

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

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

(b) A resignation is effective when the notice is delivered unless the notice specifies:

(1) a later effective date; or

(2) an effective date determined upon the happening of an event.

(c) A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable.

As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.10; P.L.133-2009, SEC.25.
Ind. Code § 23-0.5-1.5-22 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-22
"Limited partnership"
Status: in_force

Sec. 22. "Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-11-2 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-2
Refusal to provide names or identifying information relating to contributors
Status: in_force

Sec. 2. Notwithstanding the requirements of this article, a corporation may refuse to provide names or identifying information relating to contributors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-0.5-1.5-31 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-31
"Proceeding"
Status: in_force

Sec. 31. "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-10-3 — Indiana Code / Title 23 / Article 17 / Chapter 10 / Section 23-17-10-3
Court ordered meetings
Status: in_force

Sec. 3. The circuit court or superior court of the county where a corporation's principal office is located or, if no principal office is located in Indiana, the corporation's registered office, may order a meeting to be held and may fix the time and place of the meeting that shall be conducted in accordance with the corporation's articles of incorporation and bylaws as follows:

(1) On application of a member or other person entitled to participate in an annual or a regular meeting if an annual meeting was not held within the earlier of the following:

(A) Six (6) months after the end of the corporation's fiscal year.

(B) Fifteen (15) months after the corporation's last annual meeting.

(2) On application of a member or other person entitled to participate in a regular meeting if a regular meeting is not held within forty (40) days after the date it was required to be held.

(3) On application of a member who signed a demand for a special meeting valid under section 2 of this chapter, a person entitled to call a special meeting if:

(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or

(B) the special meeting was not held in accordance with the notice.

As added by P.L.179-1991, SEC.1. Amended by P.L.9-2022, SEC.44.
Ind. Code § 23-1-32-1 — Indiana Code / Title 23 / Article 1 / Chapter 32 / Section 23-1-32-1
Right to commence or maintain proceeding
Status: in_force

Sec. 1. A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. The derivative proceeding may not be maintained if it appears that the person commencing the proceeding does not fairly and adequately represent the interests of the shareholders in enforcing the right of the corporation.

As added by P.L.149-1986, SEC.16.
Ind. Code § 23-14-57-7 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-7
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 7. A person who knowingly violates this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.31.
Ind. Code § 23-2-2.5-11 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-11
Signatures and verifications
Status: in_force

Sec. 11. Registration notification forms, registration renewal forms, and amendments thereto, shall be signed and verified by the franchisor.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.3.
Ind. Code § 23-18-3-4 — Indiana Code / Title 23 / Article 18 / Chapter 3 / Section 23-18-3-4
Professional services; liability
Status: in_force

Sec. 4. (a) This article does not alter any law applicable to the relationship between a person rendering professional services and a person receiving professional services, including liability arising out of the professional services.

(b) A person rendering professional services as a member, a manager, an employee, or an agent of a limited liability company is personally liable for the consequences of the person's acts or omissions to the extent provided by Indiana law or the laws of another state where the person is considered responsible.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-14-68-7 — Indiana Code / Title 23 / Article 14 / Chapter 68 / Section 23-14-68-7
Transfer of control and management to cemetery caretaker
Status: in_force

Sec. 7. (a) A township trustee may appoint a cemetery caretaker to control and manage a cemetery to which this chapter applies.

(b) If a cemetery caretaker is appointed under this section and the position becomes vacant, the township trustee 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 township trustee under this chapter.

As added by P.L.113-2022, SEC.15.
Ind. Code § 23-2-6-12 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-12
"Financial institution" defined
Status: in_force

Sec. 12. As used in this chapter, "financial institution" means a bank, savings institution, or trust company that is organized or supervised under the laws of the United States or of any state.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-0.5-4-7 — Indiana Code / Title 23 / Article 0.5 / Chapter 4 / Section 23-0.5-4-7
Noncommercial registered agent; statement of change
Status: in_force

Sec. 7. (a) If a noncommercial registered agent changes its name, address, or electronic mail address in effect with respect to a represented entity under section 3(b) of this chapter, the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:

(1) the name of the entity;

(2) the name and address of the agent in effect with respect to the entity;

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

(4) if the address or electronic mail address of the agent has changed, the new address or electronic mail address.

(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18.1-4-8 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-8
Assignment, transfer, or redemption of member's limited liability company interest; cease association with series; limitation of effect
Status: in_force

Sec. 8. (a) Unless otherwise provided in the operating agreement, a member ceases to:

(1) be associated with a series; and

(2) have the power to exercise any rights or powers of a member with respect to the series;

upon the assignment, transfer, or redemption of all the member's limited liability company interest with respect to the series.

(b) Except as otherwise provided in an operating agreement, any event under this article or an operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the:

(1) member to cease to be associated with any other series or terminate the continued membership of a member in the master limited liability company; or

(2) termination of the series, regardless of whether the member was the last remaining member associated with the series, unless the business of the series is not continued as provided for under IC 23-18-9-1.1(c).

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-14-31-43 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-43
Responsibility for final disposition
Status: in_force

Sec. 43. The authorizing agent is responsible for the decision concerning final disposition of the cremated remains in accordance with sections 44 and 45 of this chapter. The funeral director is not liable for an act of the authorizing agent.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-14-46-6 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-6
Powers and duties of person in charge of cemetery
Status: in_force

Sec. 6. The sexton, superintendent, manager, director, or other person in charge of a cemetery has the same powers, functions, duties, and authority granted by law to a peace officer within the jurisdiction in which the cemetery is located for the purpose of:

(1) maintaining order; and

(2) enforcing:

(A) the rules and regulations of the cemetery;

(B) the laws of Indiana; and

(C) the ordinances of the city or town in which the cemetery is situated;

within the cemetery and within an area immediately outside the cemetery as large as necessary to protect the property of the cemetery.

As added by P.L.52-1997, SEC.20.
Ind. Code § 23-2-6-36 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-36
Rules; forms; orders
Status: in_force

Sec. 36. (a) In addition to specific authority granted under this chapter, the commissioner may make, amend, and rescind rules, forms, and orders necessary to carry out this chapter.

(b) Unless specifically provided in this chapter, a rule, a form, or an order may not be adopted, amended, or rescinded unless the commissioner finds that the action is:

(1) necessary or appropriate for the public interest or for the protection of investors; and

(2) consistent with the purposes fairly intended by the policy and provisions of this chapter.

(c) All rules and forms of the commissioner must be published.

(d) A provision of this chapter imposing any liability does not apply to an act that is:

(1) committed or omitted in good faith; and

(2) in conformity with a rule, an order, or a form adopted or issued by the commissioner;

even if the rule, order, or form is later amended, rescinded, or is determined to be invalid for any reason by judicial authority or other authority.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-19-4.3-4 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-4
Examination validity extension for investment adviser representatives
Status: in_force

Sec. 4. (a) An individual who terminates the individual's registration as an investment adviser representative may have the validity of the individual's Series 65 examination and the investment adviser representative portion of the Series 66 examination extended for a period of five (5) years, if the individual meets all of the following requirements:

(1) The individual previously passed the examination for which the individual seeks to maintain validity under this subsection.

(2) The individual was registered as an investment adviser representative for at least one (1) year immediately preceding the termination of the investment adviser representative registration.

(3) The individual was not subject to a statutory disqualification as defined in Section 3(a)(39) of the Securities Exchange Act of 1934.

(4) The individual does not have a deficiency under the investment adviser representative continuing education program described in section 6 of this chapter at the time the individual terminates the individual's investment adviser representative registration.

(5) The individual completes annually on or before December 31 of each calendar year that elapses after the individual's investment adviser representative registration is terminated:

(A) six (6) credits of ethics and professional responsibility continuing education content offered by an authorized provider, including at least three (3) hours covering the topic of ethics; and

(B) six (6) credits of products and practice continuing education content offered by an authorized provider.

(b) An individual who complies with the Maintaining Qualification Program administered by FINRA is in compliance with subsection (a)(5)(B).

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-4-1-35 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-35
Power of partner to bind partnership to third person after dissolution
Status: in_force

Sec. 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3):

(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution.

(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(I) had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(II) though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

(2) The liability of a partner under paragraph (1)(b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(a) unknown as a partner to the person with whom the contract is made; and

(b) so far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

(3) The partnership is in no case bound by any act of a partner after dissolution:

(a) where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

(b) where the partner has become bankrupt; or

(c) where the partner has no authority to wind up partnership affairs; except by a transaction with one who:

(I) had an extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or

(II) had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(II).

(4) Nothing in this section shall affect the liability under section 16 of this chapter of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.

Formerly: Acts 1949, c.114, s.35. As amended by P.L.34-1987, SEC.302.
Ind. Code § 23-19-6-11 — Indiana Code / Title 23 / Article 19 / Chapter 6 / Section 23-19-6-11
Consent to service of process; conduct constituting agent for service of process; procedures; continuances
Status: in_force

Sec. 11. (a) An irrevocable consent to service of process required by this article must be signed and filed in the form required by a rule or order under this article. A consent appointing the secretary of state as the person's agent for service of process in an action or proceeding against the person, or the person's successor or personal representative under this article or a rule adopted or order issued under this article after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.

(b) If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this article or a rule adopted or order issued under this article and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the secretary of state as the person's agent for service of process in an action or proceeding against the person or the person's successor or personal representative.

(c) Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the secretary of state, but it is not effective unless:

(1) the plaintiff, which may be the commissioner, promptly sends notice of the service and a copy of the process, return receipt requested, to the respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address of the respondent, or takes other reasonable steps to give notice; and

(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the commissioner in a proceeding before the commissioner, allows.

(d) Service under subsection (c) may be used in a proceeding before the commissioner or by the commissioner in a civil action in which the commissioner is the moving party.

(e) If process is served under subsection (c), the court, or the commissioner in a proceeding before the commissioner, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-19-4.1-9 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-9
Authority of broker-dealers and investment advisers to provide relevant records to protective agencies or law enforcement; records confidential
Status: in_force

Sec. 9. (a) A broker-dealer or investment adviser may provide to protective agencies or law enforcement access to or copies of records that are relevant to the suspected financial exploitation of a financially vulnerable adult. The records may include records relating to:

(1) disbursement of any funds from an account of the financially vulnerable adult; and

(2) disbursements of funds that comprise the suspected financial exploitation of a financially vulnerable adult.

(b) All records made available to the protective agencies under this section are confidential under IC 5-14-3.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.12.
Ind. Code § 23-1-40-2 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-2
Acquisition of shares of another corporation; plan of exchange
Status: in_force

Sec. 2. (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve the exchange.

(b) The plan of exchange must set forth:

(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(2) the terms and conditions of the exchange; and

(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or in part.

(c) The plan of exchange may set forth other provisions relating to the exchange.

(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.

As added by P.L.149-1986, SEC.24.
Ind. Code § 23-7-7-2 — Indiana Code / Title 23 / Article 7 / Chapter 7 / Section 23-7-7-2
Authorization to acquire sites; eminent domain
Status: in_force

Sec. 2. Each corporation to which this chapter applies may acquire and hold battlegrounds or other historic sites for the purpose of maintaining or improving them for historical purposes. The acquisition of property under this section is for a public use, and title may be taken under the power of eminent domain.

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

As added by Acts 1981, P.L.11, SEC.129.
Ind. Code § 23-1-25-1 — Indiana Code / Title 23 / Article 1 / Chapter 25 / Section 23-1-25-1
Authorization of shares in articles of incorporation
Status: in_force

Sec. 1. (a) The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 2 of this chapter.

(b) The articles of incorporation must authorize:

(1) one (1) or more classes of shares that together have unlimited voting rights; and

(2) one (1) or more classes of shares (that may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The articles of incorporation may authorize one (1) or more classes of shares that have one (1) or more of the following characteristics:

(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.

(2) Are redeemable or convertible as specified in the articles of incorporation:

(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;

(B) for cash, indebtedness, securities, or other property; and

(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.

(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

As added by P.L.149-1986, SEC.9.
Ind. Code § 23-17-19-2 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-2
Mergers without prior approval; conditions
Status: in_force

Sec. 2. (a) Without the prior approval of the circuit court or superior court of the county where the corporation's principal office or, if the principal office is not located in Indiana, the corporation's registered office, is located in a proceeding that the attorney general has been given written notice, a public benefit or religious corporation may only merge with the following:

(1) A public benefit or religious corporation.

(2) A foreign corporation that would qualify under this article as a public benefit or religious corporation.

(3) A wholly-owned foreign or domestic business or mutual benefit corporation if the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.

(4) A business or mutual benefit corporation if the following conditions are met:

(A) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if the corporation were to be operated as a business concern are transferred or conveyed to a person who would have received the corporation's assets under IC 23-17-22-5(a)(5) and IC 23-17-22-5(a)(6) had the corporation dissolved.

(B) The business or mutual benefit corporation returns, transfers, or conveys any assets held by the business or mutual benefit corporation upon condition requiring return, transfer, or conveyance, that occurs by reason of the merger, in accordance with the condition.

(C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become:

(i) members in;

(ii) shareholders in; or

(iii) officers, employees, agents, or consultants of;

the surviving corporation.

(D) The requirements of section 8 of this chapter are met.

(5) A state educational institution if it is a public benefit corporation and the public benefit corporation is controlled by the state educational institution before the merger.

(b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation under subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.

(c) Without the prior written consent of the attorney general or of the circuit court or superior court of the county where:

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

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

in a proceeding in which the attorney general has been given notice, a member of a public benefit or religious corporation may not receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if the transaction is in the public interest.

As added by P.L.179-1991, SEC.1. Amended by P.L.149-2016, SEC.72; P.L.130-2016, SEC.1.
Ind. Code § 23-2-6-19 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-19
Contracts or transactions permitted under IC 23-2-6-17
Status: in_force

Sec. 19. (a) The prohibitions set forth in section 17 of this chapter do not apply to any of the following:

(1) An account, an agreement, or a transaction that is within the exclusive jurisdiction of the Commodity Futures Trading Commission as provided under the Commodity Exchange Act.

(2) A commodity contract:

(A) that is for the purchase of at least one (1) precious metal;

(B) that requires physical delivery of the quantity of the precious metals purchased not later than twenty-eight (28) calendar days after payment of any portion of the purchase price; and

(C) under which the purchaser receives physical delivery of the quantity of precious metals purchased not later than twenty-eight (28) calendar days after payment of any portion of the purchase price.

(3) A commodity contract solely between persons engaged in producing, processing, using commercially, or handling as merchants:

(A) each commodity subject to the contract; or

(B) any byproduct of the commodity subject to the contract.

(4) A commodity contract under which the offeree or the purchaser is any of the following:

(A) A person described in section 18(a) of this chapter.

(B) An insurance company.

(C) An investment company (as defined in the Investment Company Act of 1940).

(b) For purposes of this section, physical delivery is considered to have occurred if both of the following occur:

(1) The quantity of precious metals purchased is delivered (in specifically segregated or fungible bulk form) within the twenty-eight (28) day period to the possession of a depository that:

(A) is not the seller; and

(B) is any of the following:

(i) A depository that issues warehouse receipts that are recognized for delivery purposes for any commodity on a contract market designated by the Commodity Futures Trading Commission.

(ii) A storage facility that is licensed or regulated by the United States or any agency of the United States.

(iii) A depository designated by the commissioner.

(2) The depository, any other person described in subdivision (1)(B), or a qualified seller issues and the purchaser receives a certificate, document of title, confirmation, or other instrument that evidences that the quantity of precious metals:

(A) has been delivered to the depository; and

(B) is held and will continue to be held:

(i) by the depository on the purchaser's behalf; and

(ii) free and clear of all liens and encumbrances, other than liens of the purchaser, tax liens, liens agreed to by the purchaser, or liens of the depository for fees and expenses that have previously been disclosed to the purchaser.

(c) For the purposes of this section, a qualified seller is a person who meets the following conditions:

(1) Is a seller of precious metals.

(2) Has:

(A) a tangible net worth of at least five million dollars ($5,000,000); or

(B) has an affiliate who:

(i) has unconditionally guaranteed the obligations and liabilities of the person; and

(ii) has a tangible net worth of at least five million dollars ($5,000,000).

(3) Has stored precious metals with at least one (1) depository on behalf of customers for at least the preceding three (3) years.

(4) Before any offer, and annually after any offer, files with the commissioner a sworn notice of intent to act as a qualified seller under this section that contains the following:

(A) The person's name and address.

(B) The names of the person's directors, officers, controlling shareholders, partners, principals, and other controlling persons.

(C) The address of the person's principal place of business.

(D) The state and date of the person's incorporation or organization.

(E) The name and address of the person's registered agent in Indiana.

(F) A statement that:

(i) the person; or

(ii) an affiliate of the person who has guaranteed the obligations and liabilities of the person;

has a tangible net worth of at least five million dollars ($5,000,000).

(G) Depository information required by the commissioner, including the following:

(i) The name and address of any depository that the person intends to use.

(ii) The name and address of each depository in which the person has stored precious metals on behalf of customers at any time during the preceding three (3) years.

(iii) Independent verification from each depository named in item (ii) that the person has in fact stored precious metals on behalf of the person's customers in the depository during the preceding three (3) years and a statement by each depository showing the total deposits made by the person during the three (3) years.

(H) A financial statement, audited by an independent certified public accountant, for:

(i) the person; or

(ii) an affiliate of the person who has guaranteed the obligations and liabilities of the person;

for the past three (3) years.

(I) The certified public accountant's audit report of the financial statement described in clause (H).

(J) A statement describing the details of any civil, criminal, or administrative proceedings currently pending or adversely resolved against the person or the person's directors, officers, controlling shareholders, partners, principals, or other controlling persons during the preceding ten (10) years, including the following:

(i) Civil litigation and administrative proceedings involving securities or commodities violations or fraud.

(ii) Criminal proceedings.

(iii) Denials, suspensions, or revocations of securities or commodities licenses or registrations.

(iv) Suspensions or expulsions from membership in or associations with a self-regulatory organization registered under the Securities Exchange Act of 1934 or the Commodities Exchange Act.

(K) A statement declaring that proceedings described in clause (J) have not occurred if there have been no proceedings of that type.

(5) Notifies the commissioner of any material changes in the information provided in the notice of intent under subdivision (4) not later than fifteen (15) days after the changes occur or are made.

(6) Annually furnishes to:

(A) each purchaser for whom the seller is currently storing precious metals; and

(B) the commissioner;

a report by an independent certified public accountant of the accountant's examination of the seller's precious metals storage program.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1-26-3 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-3
Shareholder liability
Status: in_force

Sec. 3. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).

(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.

As added by P.L.149-1986, SEC.10.
Ind. Code § 23-2-6-20 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-20
Waiver of requirements; qualified sellers; limitation on authority to engage in business
Status: in_force

Sec. 20. (a) The commissioner may unconditionally or conditionally waive any of the requirements under section 19(c) of this chapter that a person must otherwise satisfy to be considered a qualified seller.

(b) The commissioner may by order deny, suspend, revoke, or limit a person's authority to engage in business as a qualified seller under section 19 of this chapter if the commissioner determines that:

(1) the order is in the public interest; and

(2) the person, the person's officers, directors, partners, agents, servants, or employees, any person occupying a similar status or performing similar functions, any person who directly or indirectly controls or is controlled by the person or other person listed in this subdivision, or the person's affiliates or subsidiaries meet any of the following conditions:

(A) Has filed a notice of intention under section 19(c) of this chapter that:

(i) is incomplete in any material respect; or

(ii) contains a statement that, under the circumstances in which the statement was made, is false or misleading with respect to a material fact.

(B) Has during the preceding ten (10) years:

(i) pled guilty or nolo contendere to a crime; or

(ii) been convicted of a crime;

indicating a lack of fitness to engage in the investment commodity business.

(C) Has been permanently enjoined or temporarily enjoined by a court from engaging in or continuing any conduct or practice that indicates a lack of fitness to engage in the investment commodities business.

(D) Is the subject of an order of the commissioner denying, suspending, or revoking the person's license as:

(i) a securities broker-dealer;

(ii) a sales representative; or

(iii) an investment adviser.

(E) Is the subject of any of the following orders that are in effect and that were issued during the preceding five (5) years.

(i) An order by the commissioner, by a securities agency or the securities administrator of any other state, Canadian province, or territory, by the Securities and Exchange Commission, or by the Commodity Futures Trading Commission, that was entered after notice and opportunity for hearing and that denied, suspended, or revoked the person's registration as a futures commission merchant, commodity trading adviser, commodity pool operator, securities broker-dealer, sales representative, investment adviser, or any substantially similar occupation.

(ii) An order suspending or expelling the person from membership in or association with a self-regulatory organization registered under the Securities Exchange Act of 1934 or the Commodity Exchange Act.

(iii) A United States postal service fraud order.

(iv) A cease and desist order entered after notice and opportunity for hearing by a person described in item (i).

(v) An order entered by the Commodity Futures Trading Commission denying, suspending, or revoking registration under the Commodity Exchange Act.

(F) Has engaged in an unethical or dishonest act or practice in the investment commodities or securities business.

(G) Has failed to reasonably supervise sales representatives or employees.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-1.3-6-1 — Indiana Code / Title 23 / Article 1.3 / Chapter 6 / Section 23-1.3-6-1
Benefit director
Status: in_force

Sec. 1. The board of directors of a benefit corporation must include a director who:

(1) is designated the benefit director; and

(2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1-43-10 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-10
"Interested shareholder" defined
Status: in_force

Sec. 10. (a) As used in this chapter, "interested shareholder", when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

(1) the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting shares of the resident domestic corporation; or

(2) an affiliate or associate of the resident domestic corporation and at any time within the five (5) year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding shares of the resident domestic corporation.

(b) For the purpose of determining whether a person is an interested shareholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by the person through application of section 4 of this chapter, but does not include any other unissued shares of voting shares of the resident domestic corporation that may be issuable under any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-5-2-9 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-9
Mutual mortuary benefits
Status: in_force

Sec. 9. (a) This chapter shall not authorize the organization of any banking, insurance, telegraph, mining, manufacturing, warehouse, or transportation company, but any board of trade or other commercial organization organized under this chapter may create and operate among its members a system of mutual mortuary benefits and may raise the benefits, after the death of each member who is a subscriber to the mortuary benefit fund, by an assessment of not more than four dollars ($4) upon each living member for the benefit of the beneficiaries of such deceased member described in the articles of association or bylaws of the corporation or for the benefit of the beneficiaries named by the member conformably to the articles of association or bylaws.

(b) The corporation may make continued membership in the corporation itself, of a living member, conditional upon the member's paying such assessments promptly.

(c) The corporation shall only be liable to any beneficiary to the extent for the assessment in the beneficiary's favor that has been received by it, and the fund so collected shall not be depleted by any salary of officers or other expenses, but the whole thereof shall be paid to the beneficiary.

Formerly: Acts 1875, c.5, s.9; Acts 1901, c.191, s.1. As amended by P.L.34-1987, SEC.333; P.L.1-1989, SEC.47.
Ind. Code § 23-17-2-12 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-12
"Entity"
Status: in_force

Sec. 12. "Entity" includes the following:

(1) A domestic corporation or a foreign corporation.

(2) A corporation incorporated under IC 23-1 or a foreign corporation admitted to do business under IC 23-1.

(3) A corporation incorporated under any other statute.

(4) A for-profit or nonprofit unincorporated association.

(5) A corporation sole.

(6) A business trust, an estate, a partnership, a trust, and at least two (2) persons having a joint or common economic interest.

(7) A state, the United States, or a foreign government.

(8) A limited liability company or a foreign limited liability company.

As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.331.
Ind. Code § 23-17-32-6 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-6
"Public agency"
Status: in_force

Sec. 6. As used in this chapter, "public agency" means a:

(1) state agency (as defined in IC 1-1-15-3); or

(2) political subdivision (as defined in IC 36-1-2-13).

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-13-5-9 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-9
Certificate regarding assignment of shares
Status: in_force

Sec. 9. Whenever this chapter shall have been accepted by a vote of the stockholders, as provided in section 3 of this chapter, and not less than two-thirds (2/3) of all outstanding stock of the corporation shall have been assigned and turned over to the directors or trustees for the corporation, or directly to the corporation, then a certificate containing a copy of the resolutions or other proceedings and votes in said matter had and done at such stockholders' meeting, and also stating that such two-thirds (2/3) of all such stock has been so duly assigned and turned over, signed by the president of the directors or other chief executive officer of such corporation, and attested by the secretary thereof and the corporate seal of such institution attached thereto, shall be filed with the secretary of state for the state of Indiana, and thereupon, the same shall be taken and deemed as an amendment to and part and parcel of the charter of such institution, but such charter shall not be taken or deemed as altered or amended in any other respect than as specified in such resolution or votes.

Formerly: Acts 1909, c.52, s.8. As amended by P.L.34-1987, SEC.349.
Ind. Code § 23-2.5-11-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-4
Censure; permanent bar
Status: in_force

Sec. 4. The commissioner may do either of the following:

(1) Censure:

(A) a licensee;

(B) an officer, a director, an ultimate equitable owner, or an equitable owner of a loan broker; or

(C) another person;

who violates or causes a violation of this article.

(2) Permanently bar a person described in subdivision (1) from being:

(A) licensed under this article; or

(B) employed by, or affiliated with, a person that is licensed under this article;

if the person violates or causes a violation of this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-19-4-1 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-1
Broker-dealer registration; exemptions; restrictions on employment or association; foreign transactions
Status: in_force

Sec. 1. (a) It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this article as a broker-dealer or is exempt from registration as a broker-dealer under section 1.5 of this chapter or subsection (b) or (d).

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

(1) A broker-dealer without a place of business in this state if its only transactions effected in this state are with:

(A) the issuer of the securities involved in the transactions;

(B) a broker-dealer registered as a broker-dealer under this article or not required to be registered as a broker-dealer under this article;

(C) an institutional investor;

(D) a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others under discretionary authority in a signed record;

(E) a bona fide preexisting customer whose principal place of residence is not in this state, and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;

(F) a bona fide preexisting customer whose principal place of residence is in this state but who was not present in this state when the customer relationship was established, if:

(i) the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and

(ii) within forty-five (45) days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than seventy-five (75) days after the date on which the application is filed, or, if earlier, the date on which the commissioner notifies the person that the commissioner has denied the application for registration or has stayed the pendency of the application for good cause;

(G) not more than three (3) customers in this state during the previous twelve (12) months, in addition to those customers specified in clauses (A) through (F) and under clause (H), if the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and

(H) any other person exempted by rule adopted or order issued under this article.

(2) A person that deals solely in United States government securities and is supervised as a dealer in government securities by the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the Office of Thrift Supervision.

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

(d) A rule adopted or order issued under this article may permit:

(1) a broker-dealer that is registered in Canada or another foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:

(A) an individual from Canada or another foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;

(B) an individual from Canada or another foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or

(C) an individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction; and

(2) an agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in subdivision (1).

As added by P.L.27-2007, SEC.23. Amended by P.L.41-2026, SEC.1.
Ind. Code § 23-19-4-11 — Indiana Code / Title 23 / Article 19 / Chapter 4 / Section 23-19-4-11
Minimum financial requirements; financial reports; amendment; records; audits or inspections; insurance or posting bond; supervision; compliance reports
Status: in_force

Sec. 11. (a) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), a rule adopted or order issued under this article may establish minimum financial requirements for broker-dealers registered or required to be registered under this article and investment advisers registered or required to be registered under this article.

(b) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a(b)), a broker-dealer registered or required to be registered under this article and an investment adviser registered or required to be registered under this article shall file such financial reports as are required by a rule adopted or order issued under this article. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a):

(1) a broker-dealer registered or required to be registered under this article and an investment adviser registered or required to be registered under this article shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this article;

(2) broker-dealer records required to be maintained under subdivision (1) may be maintained in any form of data storage acceptable under Section 17(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)) if they are readily accessible to the commissioner; and

(3) investment adviser records required to be maintained under subdivision (1) may be maintained in any form of data storage required by rule adopted or order issued under this article.

(d) The records of a broker-dealer registered or required to be registered under this article and of an investment adviser registered or required to be registered under this article are subject to such reasonable periodic, special, or other audits or inspections by a representative of the commissioner, within or outside this state, as the commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The commissioner may copy, and remove for audit or inspection copies of, all records the commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The commissioner may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), a rule adopted or order issued under this article may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount not to exceed fifty thousand dollars ($50,000). The commissioner may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this article whose net capital exceeds, or of an investment adviser registered under this article whose minimum financial requirements exceed, the amounts required by rule or order under this article. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in IC 23-19-5-9(g).

(f) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this article may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) With respect to an investment adviser registered or required to be registered under this article, a rule adopted or order issued under this article may require that information or other records be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) Subject to section 11.5 of this chapter, the commissioner may annually select as many as twenty-five percent (25%) of all Indiana home and branch offices of registered broker-dealers for completion of compliance reports. Subject to section 11.5 of this chapter, each broker-dealer office that is selected shall file its compliance report according to rules adopted by the commissioner under this article not later than forty-five (45) days after being notified of selection under this subsection. No charges or other examination fees may be assessed against a registered broker-dealer as a result of the examination of a compliance report filed under this subsection unless the examination results in an investigation or examination made under IC 23-19-6-2(a).

As added by P.L.27-2007, SEC.23. Amended by P.L.149-2009, SEC.1; P.L.156-2009, SEC.22; P.L.1-2010, SEC.94; P.L.41-2026, SEC.4.
Ind. Code § 23-17-17-1 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-1
Written approval by specified person
Status: in_force

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-13-5-5 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-5
Assignment of capital stock of institution to board of directors or trustees
Status: in_force

Sec. 5. And at the same meeting of stockholders mentioned in section 3 of this chapter, or at any meeting of stockholders called for the purpose by the board of directors or trustees of such institution, upon not less than four (4) advertisements therefor, once a week for four (4) successive weeks preceding such meeting, printed in two (2) newspapers of general circulation published in the city of Indianapolis, Indiana, giving the date and place of such meeting, and the matters to be considered and acted upon thereat, the stockholders of said corporation created before March 3, 1909, and existing on March 3, 1909, may, by the vote of two-thirds (2/3) in value of all the stock of such corporation, vote that all the capital stock of the corporation shall be assigned and turned over to the directors or trustees of the corporation to be held by said directors for the benefit of the corporation. Upon such vote, the directors or trustees and their successors are and shall be authorized to hold for the benefit of said corporation exclusively and to vote any stock that may be so assigned and turned over to them. And when all the stock of said corporation shall, by virtue of the provisions of this chapter or otherwise, have come under the control or ownership of said directors or trustees, then they shall cancel the entire capital stock of such corporation, and such corporation shall cease to be represented in any sense by capital stock.

Formerly: Acts 1909, c.52, s.4. As amended by P.L.34-1987, SEC.346.
Ind. Code § 23-17-16-11 — Indiana Code / Title 23 / Article 17 / Chapter 16 / Section 23-17-16-11
Application to court; grounds for ordering indemnification
Status: in_force

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court may, after giving any notice the court considers necessary, order indemnification in the amount the court considers proper if the court determines one (1) of the following:

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

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

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-22-2 — Indiana Code / Title 23 / Article 1 / Chapter 22 / Section 23-1-22-2
Perpetual duration; powers
Status: in_force

Sec. 2. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:

(1) sue and be sued, complain and defend in its corporate name;

(2) have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it (however, the use of a corporate seal or an impression thereof is not required and does not affect the validity of any instrument whatsoever, notwithstanding any other statutes);

(3) make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

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

(5) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any entity, including itself, except as otherwise prohibited by this article;

(7) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) conduct its business, locate offices, and exercise the powers granted by this article within or without Indiana;

(11) elect directors, elect and appoint officers, and appoint employees and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) pay pensions and establish and administer pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, welfare plans, qualified and nonqualified retirement plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) transact any lawful business that will aid governmental policy;

(15) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation; and

(16) adopt, either in the corporation's articles of incorporation or bylaws, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

(A) any derivative action brought on behalf of, or in the name of the corporation;

(B) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the corporation to:

(i) the corporation; or

(ii) any of the corporation's constituents identified in IC 23-1-35-1(d);

(C) any action asserting a claim arising under:

(i) any provision of this article; or

(ii) the corporation's articles of incorporation or bylaws; or

(D) any actions otherwise relating to the internal affairs of the corporation.

As added by P.L.149-1986, SEC.6. Amended by P.L.63-2014, SEC.3.
Ind. Code § 23-1-20-17 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-17
"Notice"
Status: in_force

Sec. 17. "Notice" has the meaning set forth in section 29 of this chapter.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-2.5-3-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 3 / Section 23-2.5-3-5
Loan processing company notice filing
Status: in_force

Sec. 5. Before engaging in loan processing activities, a loan processing company shall file a loan processing company notice filing.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1-20-15 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-15
"Mail"
Status: in_force

Sec. 15. "Mail" means:

(1) first class, certified, or registered United States mail, postage prepaid; or

(2) private carrier service, fees prepaid or billed to the sender.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-2-6-10 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-10
"Commodity option" defined
Status: in_force

Sec. 10. As used in this chapter, "commodity option" means an account, an agreement, or a contract giving a party to the account, agreement, or contract the right but not the obligation to purchase or sell:

(1) at least one (1) commodity; or

(2) at least one (1) commodity contract;

whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty, or otherwise. However, the term does not include an option traded on a national securities exchange that is registered with the Securities and Exchange Commission.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-0.5-9-27 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-27
Amendment to foreign registration statement
Status: in_force

Sec. 27. The secretary of state shall collect the following fees for filing an amendment to a foreign registration statement:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-2-6-3 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-3
"CFTC Rule" defined
Status: in_force

Sec. 3. As used in this chapter, "CFTC Rule" means a rule, regulation, or order of the Commodity Futures Trading Commission that is in effect on July 1, 1991, and any subsequent amendment, addition, or revision to the rule, regulation, or order unless the commissioner disallows the application to this chapter of the amendment, addition, or revision not later than ten (10) days after the effective date of the amendment, addition, or revision.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-0.6-4-6 — Indiana Code / Title 23 / Article 0.6 / Chapter 4 / Section 23-0.6-4-6
Effect of conversion; liability
Status: in_force

Sec. 6. (a) When a conversion becomes effective:

(1) the converted entity is:

(A) organized under and subject to the organic law of the converted entity; and

(B) the same entity without interruption as the converting entity;

(2) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;

(3) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;

(4) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;

(5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) if a converted entity is a filing entity, its public organic record is effective;

(7) the private organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective;

(8) a proceeding pending against any party to the conversion may be continued as if the conversion did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased; and

(9) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under IC 23-0.6-1-8 and the converting entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governing person, or third party would have upon a dissolution, liquidation, or winding up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.

(d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The conversion does not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability was incurred before the conversion became effective.

(2) The person does not have interest holder liability under the organic law of a domestic converting entity for any debt, obligation, or other liability that is incurred after the conversion becomes effective.

(3) The organic law of the domestic converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the conversion had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective.

(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2-2.7-6 — Indiana Code / Title 23 / Article 2 / Chapter 2.7 / Section 23-2-2.7-6
Application of chapter
Status: in_force

Sec. 6. The provisions of this chapter apply only to agreements entered into or renewed, or act or practice occurring after July 1, 1976.

As added by Acts 1976, P.L.116, SEC.1.
Ind. Code § 23-17-22-3 — Indiana Code / Title 23 / Article 17 / Chapter 22 / Section 23-17-22-3
Articles of dissolution; contents
Status: in_force

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following:

(1) The name of the corporation.

(2) The date dissolution was authorized.

(3) A statement that dissolution was approved by a sufficient vote of the board of directors.

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

(5) 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 dissolution, and number of votes of each class indisputably voting on dissolution.

(B) The total number of:

(i) votes cast for and against dissolution by each class entitled to vote separately on dissolution; or

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

(6) If approval of dissolution was by a person other than the members, a statement that approval under section 2(b)(3) of this chapter was obtained.

(b) A corporation is dissolved upon the effective date of the corporation's articles of dissolution.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-5-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-1
Loan processing company notice filing
Status: in_force

Sec. 1. Before engaging in loan processing activities, a loan processing company shall file, via the Nationwide Multistate Licensing System, a loan processing company notice filing.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-18.1-3-1 — Indiana Code / Title 23 / Article 18.1 / Chapter 3 / Section 23-18.1-3-1
Organized as master limited liability company or foreign master limited liability company; designation of series
Status: in_force

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series.

(b) A foreign master limited liability company must be:

(1) authorized to transact business in Indiana in accordance with IC 23-0.5-5; and

(2) organized under a law that allows for the designation of one (1) or more series.

Its articles of organization must authorize the designation of one (1) or more series.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.110.
Ind. Code § 23-2-6-32 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-32
Bonds; official actions
Status: in_force

Sec. 32. A court may not require the commissioner to post a bond in any official action under this chapter.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-17-17-9 — Indiana Code / Title 23 / Article 17 / Chapter 17 / Section 23-17-17-9
Articles of restatement; delivery to secretary of state; statements required to be included; effect of restated articles; certification by secretary of state
Status: in_force

Sec. 9. (a) A corporation restating the corporation's articles of incorporation shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth the following:

(1) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or another person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement.

(2) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required under section 7 of this chapter.

(3) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under section 1 of this chapter, a statement that the approval was obtained.

(b) The restatement of articles of incorporation must include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the following:

(1) The names and addresses of the incorporators or the initial or present registered office or agent.

(2) The mailing address of the corporation if a biennial report has been filed with the secretary of state.

(c) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.

(d) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required under subsection (a).

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.124; P.L.119-2015, SEC.54.
Ind. Code § 23-17-2-24 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-24
"Record date"
Status: in_force

Sec. 24. "Record date" means the date established under this title on which a corporation determines the identity of the corporation's members for the purposes of this article.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-17-12-15 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-15
Compensation
Status: in_force

Sec. 15. Unless articles of incorporation or bylaws provide otherwise, a board of directors may fix the compensation of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-17.3-4 — Indiana Code / Title 23 / Article 1 / Chapter 17.3 / Section 23-1-17.3-4
Status of resident agent and resident agent address under P.L.149-1986
Status: in_force

Sec. 4. Effective August 1, 1987, each resident agent and resident agent's address existing on that date shall be considered the registered agent and registered office, respectively, required by P.L.149-1986.

As added by P.L.220-2011, SEC.378.
Ind. Code § 23-1-54-1 — Indiana Code / Title 23 / Article 1 / Chapter 54 / Section 23-1-54-1
Repealed
Status: repealed

As added by P.L.149-1986, SEC.38. Repealed by P.L.107-1987, SEC.51.
Ind. Code § 23-2-2.5-38 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-38
Conduct equivalent to appointment of secretary of state for service of process
Status: in_force

Sec. 38. When any person engages in conduct prohibited by this chapter, whether or not he has filed a consent to service of process under section 24 and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his appointment of the secretary of state or his successor in office to be his attorney to receive service of any lawful process in any civil action or proceeding against him or his successor or personal representative which grows out of that conduct and which is brought under this chapter, with the same force and validity as if served on him personally. Service shall be made in accordance with the Indiana Rules of Civil Procedure.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-17-11-5 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-5
Voting; approval of actions
Status: in_force

Sec. 5. (a) If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action unless this article, articles of incorporation, or bylaws require a greater number of affirmative votes.

(b) An amendment to articles of incorporation or bylaws to increase, decrease, or otherwise change the vote required for a member action must be approved by the members.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-47-2 — Indiana Code / Title 23 / Article 1 / Chapter 47 / Section 23-1-47-2
Venue; parties; preservation of corporate assets
Status: in_force

Sec. 2. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in section 1 of this chapter lies in the county where a corporation's principal office (or, if none in Indiana, its registered office) is or was last located.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

As added by P.L.149-1986, SEC.31.
Ind. Code § 23-10-2-17 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-17
Applicability of chapter to cemetery associations
Status: in_force

Sec. 17. All the provisions of this chapter are hereby extended, so far as the same may be applicable, to any individuals who may unite themselves together for the purpose of receiving donations of lands or purchasing the same for cemeteries.

Formerly: Acts 1852, 1RS, c.101, s.17. As amended by P.L.34-1987, SEC.341.
Ind. Code § 23-2-6-31 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-31
Commodity codes of other states; violations; remedies
Status: in_force

Sec. 31. (a) Upon a showing by the commissioner or by a securities or commodity agency of another state that a person, other than a government or a governmental agency, has violated or is about to violate the commodity code of that state or any rule or order of the securities commissioner or the securities agency or commodity agency of that state, the court may grant appropriate legal and equitable remedies.

(b) Upon a showing of a violation of the securities or commodity act of another foreign state or a rule or an order of the securities commissioner or securities agency or commodity agency of that state, a court, in addition to traditional legal or 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) Disgorgement.

(2) Appointment of a receiver, a conservator, or an ancillary receiver or conservator for the defendant or for the defendant's assets located in Indiana.

(c) If the commissioner shows only that a person is about to violate the securities act or commodities act of another state or a rule or order issued or adopted by the administrator of the securities act or commodities act of another state, 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, a conservator, or an ancillary receiver or conservator for the defendant or for the defendant's assets located in Indiana.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-17-10-4 — Indiana Code / Title 23 / Article 17 / Chapter 10 / Section 23-17-10-4
Action taken without meeting; approval of action by members holding 80 percent of votes entitled to be cast
Status: in_force

Sec. 4. (a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions:

(1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action.

(2) Is delivered to the corporation for inclusion in the minutes or filing with the corporation's records.

Requests for written consents must be delivered to all members.

(b) If not otherwise determined under section 3 or 7 of this chapter, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(c) A consent signed under this section:

(1) has the effect of a meeting vote; and

(2) may be described as such in any document.

(d) Action taken under this section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-19-4.3-8 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-8
Exception to continuing education requirements for investment adviser representative
Status: in_force

Sec. 8. An investment adviser representative registered or required to be registered in Indiana who is registered as an investment adviser representative in the individual's home state satisfies the requirements of section 5(a) of this chapter if:

(1) the investment adviser representative's home state has continuing education requirements that are at least as stringent as the continuing education requirements of this chapter; and

(2) the investment adviser representative is in compliance with the home state's investment adviser representative continuing education requirements.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-10-2-11 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-11
Receiving and holding conveyances of land
Status: in_force

Sec. 11. The trustees chosen as provided in this chapter, after record of their election or appointment is made in the recorder's office of the proper county, shall have power and authority, as such trustees, to receive conveyances of lands, whether the same be by purchase, gift or otherwise, and to hold the same to their successors, as such trustees, in perpetuity, for the sole and exclusive benefit of such society and for the uses declared in such conveyance or grant.

Formerly: Acts 1852, 1RS, c.101, s.11. As amended by P.L.136-2018, SEC.135.
Ind. Code § 23-2.5-7-9 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-9
Manager; steps to prevent violation
Status: in_force

Sec. 9. A manager who fails to take reasonable steps to prevent a violation of this article:

(1) by a mortgage loan originator who is supervised by the manager; or

(2) that occurs at a branch office that is supervised by the manager;

may subject the manager to discipline under IC 23-2.5-11.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.26.
Ind. Code § 23-2-2.7-2 — Indiana Code / Title 23 / Article 2 / Chapter 2.7 / Section 23-2-2.7-2
Franchise agreement; unlawful acts and practices
Status: in_force

Sec. 2. It is unlawful for any franchisor who has entered into any franchise agreement with a franchisee who is either a resident of Indiana or a nonresident operating a franchise in Indiana to engage in any of the following acts and practices in relation to the agreement:

(1) Coercing the franchisee to:

(i) order or accept delivery of any goods, supplies, inventories, or services which are neither necessary to the operation of the franchise, required by the franchise agreement, required by law, nor voluntarily ordered by the franchisee;

(ii) order or accept delivery of any goods offered for sale by the franchisee which includes modifications or accessories which are not included in the base price of those goods as publicly advertised by the franchisor;

(iii) participate in an advertising campaign or contest, any promotional campaign, promotional materials, display decorations, or materials at an expense to the franchisee over and above the maximum percentage of gross monthly sales or the maximum absolute sum required to be spent by the franchisee provided for in the franchise agreement; in the absence of such provision for required advertising expenditures in the franchise agreement, no such participation may be required; or

(iv) enter into any agreement with the franchisor or any designee of the franchisor, or do any other act prejudicial to the franchisee, by threatening to cancel or fail to renew any agreement between the franchisee and the franchisor. Notice in good faith to any franchisee of the franchisee's violation of the terms or provisions of a franchise or agreement does not constitute a violation of this subdivision.

(2) Refusing or failing to deliver in reasonable quantities and within a reasonable time after receipt of an order from a franchisee for any goods, supplies, inventories, or services which the franchisor has agreed to supply to the franchisee, unless the failure is caused by acts or causes beyond the control of the franchisor.

(3) Denying the surviving spouse, heirs, or estate of a deceased franchisee the opportunity to participate in the ownership of the franchise under a valid franchise agreement for a reasonable time after the death of the franchisee, provided that the surviving spouse, heirs, or estate maintains all standards and obligations of the franchise.

(4) Establishing a franchisor-owned outlet engaged in a substantially identical business to that of the franchisee within the exclusive territory granted the franchisee by the franchise agreement or, if no exclusive territory is designated, competing unfairly with the franchisee within a reasonable area. However, a franchisor shall not be considered to be competing when operating a business either temporarily for a reasonable period of time, or in a bona fide retail operation which is for sale to any qualified independent person at a fair and reasonable price, or in a bona fide relationship in which an independent person has made a significant investment subject to loss in the business operation and can reasonably expect to acquire full ownership of such business on reasonable terms and conditions.

(5) Discriminating unfairly among its franchisees or unreasonably failing or refusing to comply with any terms of a franchise agreement.

(6) Obtaining money, goods, services, or any other benefit from any other person with whom the franchisee does business, on account of, or in relation to, the transaction between the franchisee and the other person, other than compensation for services rendered by the franchisor, unless the benefit is promptly accounted for, and transmitted to the franchisee.

(7) Increasing prices of goods provided by the franchisor which the franchisee had ordered for retail consumers prior to the franchisee's receipt of a written official price increase notification. Price increases caused by conformity to a state or federal law, the revaluation of the United States dollar in the case of foreign-made goods or pursuant to the franchise agreement are not subject to this subdivision.

(8) Using deceptive advertising or engaging in deceptive acts in connection with the franchise or the franchisor's business.

As added by Acts 1976, P.L.116, SEC.1. Amended by P.L.233-1985, SEC.6.
Ind. Code § 23-14-33-2 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-2
Application of provisions
Status: in_force

Sec. 2. The provisions of this chapter through IC 23-14-76 apply to all:

(1) cemeteries;

(2) community or public mausoleums;

(3) community or public garden crypts; and

(4) columbaria;

located within Indiana, except as otherwise provided in this chapter through IC 23-14-76.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-14-41-2 — Indiana Code / Title 23 / Article 14 / Chapter 41 / Section 23-14-41-2
"Burial plot" defined
Status: in_force

Sec. 2. 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;

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.15.
Ind. Code § 23-6-4-23 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-23
Application of IC 23-1
Status: in_force

Sec. 23. IC 23-1 applies to a credit corporation. However, if there is a conflict between IC 23-1 and this chapter, this chapter controls.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-1.5-2-7 — Indiana Code / Title 23 / Article 1.5 / Chapter 2 / Section 23-1.5-2-7
Relationship of patient or client to corporation or person performing professional services; privileged communications
Status: in_force

Sec. 7. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient is the same as if the individual performed such services as a sole practitioner.

(b) The relationship between a professional corporation performing professional services and the client or patient is the same as between the client or patient and the individual performing the services.

(c) A privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under Indiana law remains inviolate and extends to a professional corporation and its employees in all cases in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving such services.

As added by P.L.239-1983, SEC.1.
Ind. Code § 23-0.5-5-1 — Indiana Code / Title 23 / Article 0.5 / Chapter 5 / Section 23-0.5-5-1
Law governing; registration
Status: in_force

Sec. 1. (a) The law of the jurisdiction of formation of an entity governs:

(1) the internal affairs of the entity;

(2) the liability that a person has as an interest holder or governing person for a debt, obligation, or other liability of the entity; and

(3) the liability of a series of a limited liability company.

(b) A foreign entity is not precluded from registering to do business in Indiana because of any difference between the law of the entity's jurisdiction of formation and the law of Indiana.

(c) Registration of a foreign entity to do business in Indiana does not authorize the foreign entity to engage in any activities and affairs or exercise any power that a domestic entity of the same type may not engage in or exercise in Indiana.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-2-27 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-27
"Vote", "voting", or "casting a vote"
Status: in_force

Sec. 27. (a) "Vote" includes authorization by written ballot, and "voting" or "casting a vote" includes the giving of written consent.

(b) Even if a person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include:

(1) recording the fact of abstention or failing to vote for a candidate; or

(2) approving or disapproving of a matter.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.3.
Ind. Code § 23-1-20-8 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-8
"Effective date of notice"
Status: in_force

Sec. 8. "Effective date of notice" has the meaning set forth in section 29 of this chapter.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-10-2-18 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-18
Donations and purchases; rights and privileges
Status: in_force

Sec. 18. When such donations or purchases shall be made to or by any such individuals, and a certificate thereof or conveyance therefor, together with the articles of association by which such individuals have become united for such purpose, shall be filed in the office of the recorder of the proper county, and by him recorded, such individuals shall enjoy all the privileges necessary for the preservation and protection of such cemetery, in the same manner as if such individuals were regularly incorporated by law, and such cemetery shall forever remain a burial place for the dead.

Formerly: Acts 1852, 1RS, c.101, s.18.
Ind. Code § 23-1-20-20 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-20
"Proceeding"
Status: in_force

Sec. 20. "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

As added by P.L.149-1986, SEC.4.
Ind. Code § 23-0.5-9-31 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-31
Commercial registered agent termination statement
Status: in_force

Sec. 31. The secretary of state shall collect the following fees for filing a commercial registered agent termination statement:

(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 § 23-0.5-7-2 — Indiana Code / Title 23 / Article 0.5 / Chapter 7 / Section 23-0.5-7-2
Requests to answer interrogatories
Status: in_force

Sec. 2. (a) The interrogatories under section 1 of this chapter must be answered not later than thirty (30) days after the date the interrogatories are mailed or within an additional period approved, in writing, by the secretary of state. The answers to the interrogatories must be:

(1) full and complete; and

(2) made in writing and under oath.

(b) If the interrogatories under section 1 of this chapter are directed to an individual, the individual shall answer the interrogatories.

(c) If the interrogatories under section 1 of this chapter are directed to an entity, a governing person of the entity shall answer the interrogatories.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-39-2 — Indiana Code / Title 23 / Article 1 / Chapter 39 / Section 23-1-39-2
Bylaws fixing quorum or voting requirements; adoption or amendment by shareholders
Status: in_force

Sec. 2. (a) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this article.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.

As added by P.L.149-1986, SEC.23.
Ind. Code § 23-7-7-1 — Indiana Code / Title 23 / Article 7 / Chapter 7 / Section 23-7-7-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies to all cities, all towns, and all corporations formed under IC 23-7-1.1 (before its repeal on August 1, 1991) or IC 23-17.

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

As added by Acts 1981, P.L.11, SEC.129. Amended by P.L.179-1991, SEC.28; P.L.1-1992, SEC.116.
Ind. Code § 23-2.5-7-4 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-4
Responsibilities of manager
Status: in_force

Sec. 4. A loan broker shall, in accordance with section 5 of this chapter, employ and designate a manager who is responsible for supervising the:

(1) mortgage loan originators employed by the loan broker; and

(2) loan broker offices operated by the loan broker;

to ensure compliance with this article.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.21.
Ind. Code § 23-2-4-1 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-1
Definitions
Status: in_force

Sec. 1. As used in this chapter, the term:

"Application fee" means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in processing the individual's application to become a resident.

"Commissioner" means the securities commissioner as provided in IC 23-19-6-1(a).

"Continuing care agreement" means the following:

(1) For continuing care retirement communities registered before January 2, 2007, an agreement by a provider to furnish to at least one (1) individual, for the payment of an entrance fee and periodic charges, accommodations in a living unit of a home, and at least two (2) of the following services for the life of the individual or for more than one (1) month unless the agreement is canceled:

(A) Meals and related services.

(B) Nursing care services.

(C) Medical services.

(D) Other health related services.

(2) For continuing care retirement communities registered after January 1, 2007, and before July 1, 2009, an agreement by a provider to furnish to an individual, for the payment of an entrance fee of at least twenty-five thousand dollars ($25,000), periodic charges, accommodations in a living unit of a home, and at least one (1) of the following services for the life of the individual or for more than one (1) month unless the agreement is canceled:

(A) Meals and related services.

(B) Nursing care services.

(C) Medical services.

(D) Other health related services.

(E) Any combination of these services.

(3) For continuing care retirement communities registered after June 30, 2009, an agreement by a provider to furnish to an individual, for the payment of an entrance fee of at least twenty-five thousand dollars ($25,000), periodic charges, accommodations in a living unit of a home, and at least one (1) of the following services for the life of the individual unless the agreement is terminated as specified under this chapter:

(A) Meals and related services.

(B) Nursing care services.

(C) Medical services.

(D) Other health related services.

(E) Any combination of these services.

"Continuing care retirement community" includes both of the following:

(1) An independent living facility.

(2) A health facility licensed under IC 16-28.

"Contracting party" means a person or persons who enter into a continuing care agreement with a provider.

"Entrance fee" means the sum of money or other property paid or transferred, or promised to be paid or transferred, to a provider in consideration for one (1) or more individuals becoming a resident of a continuing care retirement community under a continuing care agreement.

"Living unit" means a room, apartment, cottage, or other area within a continuing care retirement community set aside for the use of one (1) or more identified residents.

"Long term financing" means financing for a period in excess of one (1) year.

"Omission of a material fact" means the failure to state a material fact required to be stated in any disclosure statement or registration in order to make the disclosure statement or registration, in light of the circumstances under which they were made, not misleading.

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

"Provider" means a person that agrees to provide care under a continuing care agreement.

"Refurbishment fee" means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in refurbishing a previously occupied living unit specifically designated for occupancy by that individual.

"Resident" means an individual who is entitled to receive benefits under a continuing care agreement.

"Solicit" means any action of a provider in seeking to have an individual residing in Indiana pay an application fee and enter into a continuing care agreement, including:

(1) personal, telephone, or mail communication or any other communication directed to and received by any individual in Indiana; and

(2) advertising in any media distributed or communicated by any means to individuals residing in Indiana.

"Termination" refers to the cancellation of a continuing care agreement under this chapter.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.1; P.L.177-1991, SEC.8; P.L.8-1993, SEC.312; P.L.27-2007, SEC.16; P.L.153-2009, SEC.3; P.L.278-2013, SEC.17; P.L.156-2023, SEC.9; P.L.9-2024, SEC.443.
Ind. Code § 23-14-70-6 — Indiana Code / Title 23 / Article 14 / Chapter 70 / Section 23-14-70-6
Effect of chapter on certain bequests, legacies, or endowments; payment or return of money deposited
Status: in_force

Sec. 6. (a) This chapter does not affect a bequest, legacy, or endowment that is under or comes under the control of:

(1) the board of directors of an incorporated cemetery; or

(2) the trustees or officers of a church, association, or other organization.

(b) This chapter does not affect a bequest, legacy, or endowment received under this chapter.

(c) If a cemetery is under the control of:

(1) an organized board of directors of an incorporated cemetery; or

(2) the trustees or officers of a church, association, or other organization;

the board of county commissioners may, on its own initiative or upon request of the proper officers of the cemetery, pay over or return to the treasurer of the cemetery any money deposited with the county under this chapter.

(d) Money paid over or returned under subsection (c) shall be held and managed by the cemetery corporation, church, association, or organization in compliance with the terms of the bequest, legacy, or endowment, and in compliance with applicable statutes.

As added by P.L.52-1997, SEC.44.
Ind. Code § 23-1-44-15 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-15
Payment to dissenter
Status: in_force

Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the amount the corporation estimates to be the fair value of the dissenter's shares.

(b) The payment must be accompanied by:

(1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) a statement of the corporation's estimate of the fair value of the shares; and

(3) a statement of the dissenter's right to demand payment under section 18 of this chapter.

As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.21.
Ind. Code § 23-17-12-5 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-5
Term
Status: in_force

Sec. 5. (a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms.

(b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director's term.

(c) Except as provided in articles of incorporation or bylaws:

(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until:

(1) a successor is elected, designated, or appointed and qualifies; or

(2) there is a decrease in the number of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-1-28 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-28
Repealed
Status: repealed

As added by P.L.175-2019, SEC.2. Repealed by P.L.89-2024, SEC.5.
Ind. Code § 23-14-46-5 — Indiana Code / Title 23 / Article 14 / Chapter 46 / Section 23-14-46-5
Restrictions on public notice
Status: in_force

Sec. 5. A public notice, including a notice of nonpayment, may not be attached to any lot, grave, gravestone, marker, or memorial upon a lot for the purpose of enforcing a penalty for the nonpayment of perpetual care charges.

As added by P.L.52-1997, SEC.20.