Ind. Code § 23-18-2-3 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-3
Professional licensing or regulatory authorities; powers
Status: in_force

Sec. 3. Except for the prohibitions in this article concerning the personal liability of members, managers, employees, and agents of a limited liability company organized under this article, nothing in this article is intended to restrict or limit in any manner the authority and duty of any licensing authority (as defined in IC 23-1.5-1-9) or to regulate the provision of professional services (as defined in IC 23-1.5-1-11) within Indiana, notwithstanding that the member, manager, or employee of a limited liability company is providing professional services or engaging in the practice of a profession through the limited liability company.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-2.5-16 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-16
Stop orders; vacating or modifying
Status: in_force

Sec. 16. The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public interest to do so.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-17-25-1 — Indiana Code / Title 23 / Article 17 / Chapter 25 / Section 23-17-25-1
Duties and prohibitions
Status: in_force

Sec. 1. Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation (as defined in Section 509(a) of the Internal Revenue Code of 1986, as amended) shall do the following:

(1) Distribute amounts for each taxable year at a time and in a manner as to not subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1986.

(2) Not engage in an act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1986).

(3) Not retain excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code of 1986).

(4) Not make investments in a manner as to subject the corporation to taxes on investments that jeopardize charitable purposes (as defined in Section 4944 of the Internal Revenue Code of 1986).

(5) Not make taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1986).

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-1-44-11 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-11
Proposed action creating dissenters' rights; assertion of dissenters' rights
Status: in_force

Sec. 11. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:

(1) must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated; and

(2) must not vote the shareholder's shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for the shareholder's shares under this chapter.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-0.5-1.5-34 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-34
"Receipt"
Status: in_force

Sec. 34. "Receipt" means actual receipt as distinguished from constructive receipt. "Receive" has a corresponding meaning.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-5-1 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-1
Promises to contribute property or services; enforceability
Status: in_force

Sec. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member.

(b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform for any reason, including death and disability.

(c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value of that portion of the contribution that has not been made. This option is in addition to and not in lieu of any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-0.5-1.5-25 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-25
"Nonregistered foreign entity"
Status: in_force

Sec. 25. "Nonregistered foreign entity" means a foreign entity that is not registered to do business in Indiana under a statement of registration filed by the secretary of state.

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

Sec. 5. (a) A corporation shall give notice of meetings of members in a fair and reasonable manner.

(b) A notice that conforms to the requirements of subsection (c) is fair and reasonable. However, other means of giving notice may also be fair and reasonable when all the circumstances are considered if notice of matters referred to in subsection (c)(2) is given as provided in subsection (c).

(c) Unless fair and reasonable notice is otherwise specified in a corporation's bylaws, notice is fair and reasonable if the following occur:

(1) The corporation notifies the corporation's members of the place, date, and time of each annual, regular, and special meeting of members not less than ten (10) days, or, if notice is mailed by other than first class or registered mail, thirty (30) days to sixty (60) days, before the meeting date.

(2) Notice of an annual or a regular meeting includes a description of any matter or matters to be considered at the meeting that must be approved by the members under IC 23-17-13-2.5, IC 23-17-16-13, IC 23-17-17-5, IC 23-17-19-4, IC 23-17-20-2, or IC 23-17-22-2.

(3) Notice of a special meeting includes a description of the purpose for which the meeting is called.

(4) A corporation provides notice by:

(A) communicating in person;

(B) mail or other method of delivery; or

(C) other electronic means capable of verification.

(5) For a corporation, other than a veteran's organization, having more than one thousand (1,000) members, notice of the place, date, and time of an annual, a regular, or a special meeting, and in the case of a special meeting, the purpose of the special meeting, may be given by one (1) publication in a newspaper of general circulation, printed in English, in the county in which the corporation has the corporation's principal office if the publication is made not less than ten (10) days and not more than thirty (30) days before the meeting date.

(d) Unless the bylaws require otherwise, if an annual, a regular, or a special meeting of members is adjourned to a different date, time, or place, notice is not required to be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are members as of the new record date.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.4.
Ind. Code § 23-1-29-4 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-4
Action taken without a meeting; consent of shareholders; notice to nonvoting shareholders
Status: in_force

Sec. 4. (a) Action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, bearing the date of signature, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) This subsection does not apply to a corporation that has a class of voting shares registered with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934. Unless otherwise provided in the articles of incorporation, any action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action taken are signed by the holders of outstanding shares having at least the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(c) If not otherwise fixed under section 7 of this chapter, and if prior board action is not required with respect to the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting is the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 7 of this chapter, and if prior board action is required with respect to the action to be taken without a meeting, the record date is the close of business on the day the resolution of the board taking the prior action is adopted. A written consent to take a corporate action is not valid unless, not later than sixty (60) days after the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action are delivered to the corporation.

(d) A consent signed in accordance with this section has the effect of a vote taken at a meeting and may be described as a vote in any document. Unless the:

(1) consent specifies a different prior or subsequent effective date; or

(2) articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents;

the action taken by written consent is effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.

(e) If this article requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten (10) days after:

(1) written consents sufficient to take the action have been delivered to the corporation; or

(2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d).

The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after:

(1) written consents sufficient to take the action have been delivered to the corporation; or

(2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d).

The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to voting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(g) The notice requirements of subsections (e) and (f) do not delay the effectiveness of actions taken by written consent, and a failure to comply with the notice requirements does not invalidate actions taken by written consent. However, this subsection does not limit the power of a court to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give timely notice.

(h) An electronic transmission may be used to consent to an action if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent, or the shareholder's attorney in fact.

(i) Unless otherwise determined by a resolution of the board, delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office.

As added by P.L.149-1986, SEC.13. Amended by P.L.107-1987, SEC.7; P.L.133-2009, SEC.21.
Ind. Code § 23-0.6-4-1 — Indiana Code / Title 23 / Article 0.6 / Chapter 4 / Section 23-0.6-4-1
Authorization of conversion; limitations on use
Status: in_force

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article or other law, a domestic entity may become:

(1) a domestic entity of a different type; or

(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.

(c) This chapter may not be used to effect a transaction that:

(1) converts an insurance company organized on the mutual principle to a company organized on a stock share basis;

(2) converts a nonprofit corporation to a corporation or other entity; or

(3) converts a business corporation or other entity to a nonprofit corporation.

(d) If as a result of conversion one (1) or more shareholders or interest holders of a surviving entity become subject to owner liability for the debts, obligations, or liabilities of the surviving entity or any other person or entity, approval of the plan of conversion requires each shareholder or interest holder of the converting entity to execute a separate written consent to become subject to owner liability.

(e) A nonprofit corporation may not engage in a conversion.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-19-3-2 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-2
Registration of Securities and Notice Filing of Federal Covered Securities—Federal covered securities; filing and fee requirements; renewal of notice; failure to comply with notice or fee requirement; stop order
Status: in_force

Sec. 2. (a) With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under IC 23-19-2-1 through IC 23-19-2-3, a rule adopted or order issued under this article may require the filing of any or all of the following records:

(1) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with IC 23-19-6-11 signed by the issuer and the payment of a fee as set forth in subsection (c).

(2) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission, under the Securities Act of 1933.

(b) A notice filing under subsection (a) is effective for one (1) year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this article to be filed and by paying a renewal fee as set forth in subsection (c). A previously filed consent to service of process complying with IC 23-19-6-11 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.

(c) At the time of the filing of the information prescribed in subsection (a) or (b), the issuer shall pay to the commissioner a fee of nine hundred dollars ($900). If the notice filing is withdrawn or otherwise terminated, the commissioner shall retain the fee.

(d) Except for a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)), if the commissioner finds that there is a failure to comply with a notice or fee requirement of this section, the commissioner may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the commissioner.

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.3; P.L.86-2018, SEC.194; P.L.32-2018, SEC.2.
Ind. Code § 23-0.6-1.5-13 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-13
"Domesticating entity"
Status: in_force

Sec. 13. "Domesticating entity" means the domestic entity that approves a plan of domestication under IC 23-0.6-5-3 or the foreign entity that approves a domestication under the law of its jurisdiction of organization.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2.5-1-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-7
"Branch office license"
Status: in_force

Sec. 7. "Branch office license" means a license issued by the commissioner authorizing a loan broker to operate a branch office.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-13-5-2 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-2
Articles of association; contents
Status: in_force

Sec. 2. In all cases of corporations organized after March 3, 1909, desiring to accept the provisions of this chapter, the corporation shall in its articles of association specifically set forth the number of trustees, directors, or other members of its governing or administrative board, the manner of election, their powers, and the system adopted for administering their respective funds.

Formerly: Acts 1909, c.52, s.2. As amended by P.L.34-1987, SEC.343.
Ind. Code § 23-7-8-2 — Indiana Code / Title 23 / Article 7 / Chapter 8 / Section 23-7-8-2
Registration; required disclosure of information; term; renewal; contract; notice
Status: in_force

Sec. 2. (a) A person may not act as a professional fundraiser consultant or professional solicitor for a charitable organization unless the person has first registered with the division. A person who applies for registration shall disclose the following information while under oath:

(1) The names and addresses of all officers, employees, and agents who are actively involved in fundraising or related activities.

(2) The names and addresses of all persons who own a ten percent (10%) or more interest in the registrant.

(3) A description of any other business related to fundraising conducted by the registrant or any person who owns ten percent (10%) or more interest.

(4) The name or names under which it intends to solicit contributions.

(5) Whether the organization has ever had its registration denied, suspended, revoked, or enjoined by any court or other governmental authority.

(b) A registrant shall notify the division in writing within one hundred eighty (180) days of any change in the information contained in the registration. However, if requested by the division, the solicitor has fifteen (15) days to notify the division of any change in the information.

(c) Before acting as a professional fundraiser consultant for a particular charitable organization, the consultant must enter into a written contract with the organization and file this contract with the division. The contract must identify the services that the professional fundraiser consultant is to provide, including whether the professional fundraiser consultant will at any time have custody of contributions.

(d) Before a professional solicitor engages in a solicitation, the professional solicitor must have a contract which is filed with the division. This contract must specify the percentage of gross contributions which the charitable organization will receive or the terms upon which a determination can be made as to the amount of the gross revenue from the solicitation campaign that the charitable organization will receive. The amount of gross revenue from the solicitation campaign that the charitable organization will receive must be expressed as a fixed percentage of the gross revenue or expressed as a reasonable estimate of the percentage of the gross revenue. If a reasonable estimate is used, the contract must clearly disclose the assumptions or a formula upon which the estimate is based. If a fixed percentage is used, the percentage must exclude any amount that the charitable organization is to pay as expenses of the solicitation campaign, including the cost of the merchandise or services sold. If requested by the charitable organization, the person who solicits must at the conclusion of a charitable appeal provide to the charitable organization a final accounting of all expenditures. The final accounting may not be used in violation of any trade secret laws. The contract must disclose the average percentage of gross contributions collected on behalf of charitable organizations that the charitable organizations received from the professional solicitor for the three (3) years preceding the year in which the contract is formed. The contract also must specify that, at least every ninety (90) days, the professional solicitor shall provide the charitable organization with access to and use of information concerning contributors, including the name, address, and telephone number of each contributor and the date and amount of each contribution. A professional solicitor may not restrict a charitable organization's use of contributor information.

(e) Before beginning a solicitation campaign, a professional solicitor must file a solicitation notice with the division. The notice must include the following:

(1) A copy of the contract described in subsection (d).

(2) The projected dates when soliciting will begin and end.

(3) The location and telephone number from where solicitation will be conducted.

(4) The name and residence address of each person responsible for directing and supervising the conduct of the campaign. However, the division shall not divulge the residence address unless ordered to do so by a court of competent jurisdiction, or in furtherance of the prosecution of a violation under this chapter.

(5) If the solicitation is one described under section 7(a)(3) of this chapter, the solicitation notice must include a copy of the required written authorization.

(f) Not later than ninety (90) days after a solicitation campaign has ended and not later than ninety (90) days after the anniversary of the commencement of a solicitation campaign lasting more than one (1) year, a professional solicitor shall submit the following information concerning the campaign to the division:

(1) The total gross amount of money raised by the professional solicitor and the charitable organization from donors.

(2) The total amount of money paid to or retained by the professional solicitor.

(3) The total amount of money, not including the amount identified under subdivision (2), paid by the charitable organization as expenses as part of the solicitation campaign.

(4) The total amount of money paid to or retained by the charitable organization after the amounts identified under subdivisions (2) and (3) are deducted.

The division may deny or revoke the registration of a professional solicitor who fails to comply with this subsection.

(g) The charitable organization on whose behalf the professional solicitor is acting must certify that the information filed under subsections (e) and (f) is true and complete to the best of its knowledge.

(h) At the beginning of each solicitation call, a professional fundraiser consultant and a professional solicitor must state all of the following:

(1) The name of the company for whom the professional fundraiser consultant or professional solicitor is calling.

(2) The name of the professional fundraiser consultant or professional solicitor.

(3) The phone number and address of the location from which the professional fundraiser consultant or professional solicitor is making the telephone call.

(4) The percentage of the charitable contribution that will be expended for charitable purposes after administrative costs and the costs of making the solicitation have been satisfied.

(i) At least every ninety (90) days, a professional solicitor shall provide each charitable organization on whose behalf the professional solicitor is acting with access to and use of information concerning contributors, including the name, address, and telephone number of each contributor and the date and amount of each contribution. A professional solicitor may not restrict a charitable organization's use of information provided under this subsection.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.2; P.L.24-1989, SEC.3; P.L.48-1998, SEC.1; P.L.135-1999, SEC.8; P.L.155-2003, SEC.1; P.L.97-2004, SEC.86; P.L.245-2005, SEC.2.
Ind. Code § 23-17-7-5 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-5
Transfer rights; restrictions
Status: in_force

Sec. 5. (a) Except as set forth in or authorized by articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.

(b) Where transfer rights have been provided, a restriction on transfer rights may not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-61-2 — Indiana Code / Title 23 / Article 14 / Chapter 61 / Section 23-14-61-2
Unlawful discrimination or unfair trade practice prohibited
Status: in_force

Sec. 2. A sexton, superintendent, manager, director, grounds keeper, caretaker, or other employee who:

(1) is referred to in section 1(a) of this chapter; and

(2) acts as an agent or representative for a manufacturer or dealer of any commodity that is to be used or installed on cemetery property;

is prohibited from engaging in any unlawful discrimination or unfair trade practice in violation of this article or any other related law against a manufacturer or dealer of a commodity used or installed on cemetery property whom the employee does not represent.

As added by P.L.52-1997, SEC.35.
Ind. Code § 23-1-17-3 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-3
Application; domestic corporations; references
Status: repealed

Sec. 3. (a) After July 31, 1987, this article applies to all domestic corporations in existence on July 31, 1987, that were incorporated under IC 23-1-1 through IC 23-1-12 (repealed August 1, 1987) or any other prior law. It also applies to all corporations incorporated under IC 23-1-21.

(b) After a corporation becomes subject to the Indiana Business Corporation Law, all references in the articles of incorporation of the corporation to the former Indiana General Corporation Act (IC 23-1-1 through IC 23-1-12) (repealed August 1, 1987) shall be considered to refer to the Indiana Business Corporation Law, unless otherwise determined by resolution of the board of directors. Whenever the board of directors adopts such a resolution, it shall be filed in the office of the secretary of state.

(c) All references to IC 23-1 in the articles of incorporation, bylaws, and other rules governing the internal affairs of a corporation are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.149-1986, SEC.1. Amended by P.L.107-1987, SEC.3; P.L.3-1990, SEC.81; P.L.1-2010, SEC.91; P.L.118-2017, SEC.7.
Ind. Code § 23-14-78-5 — Indiana Code / Title 23 / Article 14 / Chapter 78 / Section 23-14-78-5
Prohibition against selling plots
Status: in_force

Sec. 5. Nothing in this chapter allows a property owner to sell or furnish plots (as defined in IC 23-14-33-25).

As added by P.L.102-2020, SEC.3.
Ind. Code § 23-18.1-6-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-2
Filing articles of designation for each series; contents; existence of series
Status: in_force

Sec. 2. (a) Articles of designation shall be filed for each respective series.

(b) The articles of designation must contain the following:

(1) The name of the series.

(2) A statement as to whether the series is member or manager managed.

(c) The filing of the articles of designation with the secretary of state is conclusive evidence, except as against the state, that all conditions precedent required to be performed have been complied with and that the series has been or will be legally organized and formed under this article. The existence of the series begins upon the filing of the articles of designation with the secretary of state.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-1-17-5 — Indiana Code / Title 23 / Article 1 / Chapter 17 / Section 23-1-17-5
Official comments
Status: in_force

Sec. 5. Official comments may be published by the general corporation law study commission (P.L.237-1986) and the business law survey commission (IC 23-1-54-3). After their publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in its construction and application.

As added by P.L.149-1986, SEC.1. Amended by P.L.34-1987, SEC.277; P.L.226-1989, SEC.1; P.L.130-2006, SEC.1.
Ind. Code § 23-14-42-3 — Indiana Code / Title 23 / Article 14 / Chapter 42 / Section 23-14-42-3
Transfer of burial rights
Status: in_force

Sec. 3. The owner of the burial rights in any burial plot may, during the life of the owner, transfer all rights and interest in the burial plot to any other person through sale or another method. However, a transfer under this section:

(1) must be recorded with the cemetery to be valid; and

(2) is subject to the rules and regulations of the cemetery owner.

As added by P.L.52-1997, SEC.16.
Ind. Code § 23-13-5-1 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-1
Election of governing or administrative body by board of directors
Status: in_force

Sec. 1. Any university, college or other institution of learning heretofore organized and now existing under special enactments of the general assembly of the state of Indiana, constituting the charter of the institution, or which now is or hereafter may be organized under the general laws of the state of Indiana, may provide that the board of directors, trustees or other governing or administrative body thereof may from time to time be elected by such board of directors instead of by stockholders or otherwise.

Formerly: Acts 1909, c.52, s.1.
Ind. Code § 23-1-29-6 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-6
Waiver of notice
Status: in_force

Sec. 6. (a) A shareholder may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be:

(1) in writing;

(2) signed by the shareholder entitled to the notice; and

(3) delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A shareholder's attendance at a meeting or participation by remote communication in a meeting in accordance with this chapter:

(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.22; P.L.119-2015, SEC.13.
Ind. Code § 23-18-2-9.5 — Indiana Code / Title 23 / Article 18 / Chapter 2 / Section 23-18-2-9.5
Repealed
Status: repealed

As added by P.L.277-2001, SEC.23. Repealed by P.L.119-2015, SEC.72.
Ind. Code § 23-4-3-4 — Indiana Code / Title 23 / Article 4 / Chapter 3 / Section 23-4-3-4
Bond
Status: in_force

Sec. 4. Upon the filing of the inventory, appraisement, and list of liabilities, as in this chapter provided, such surviving partner or partners shall execute a bond, payable to the state of Indiana, in a sum double the amount of the interest of said decedent, as shown by said inventory, appraisement, and list of liabilities on file, conditioned for the faithful performance of his or their trust, signed by at least two (2) good and sufficient freehold sureties, to be approved by the clerk of said court. If such surviving partner or partners shall fail to file such bond within ten (10) days after the filing of such inventory and appraisement, the judge of the court having probate jurisdiction shall appoint a receiver to take charge of the assets of such firm, who shall proceed to settle the same as though a voluntary assignment of the assets of said firm had been made for the benefit of creditors.

Formerly: Acts 1877, c.86, s.4. As amended by P.L.34-1987, SEC.321.
Ind. Code § 23-14-48-7 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-7
Accounting and report; audit
Status: in_force

Sec. 7. (a) Not more than ninety (90) days after the end of the fiscal year of a cemetery to which this chapter applies, the custodian or trustee of the perpetual care fund of the cemetery shall prepare and file with the owner of the cemetery a detailed accounting and report of the perpetual care fund for the preceding fiscal year. The report:

(1) must include, among other things, a properly itemized listing of the securities in which the funds are invested; and

(2) shall be available for inspection and copying at all times by any owner of or holder of a burial right in the cemetery at the usual place at which the regular business of the cemetery is transacted.

(b) Not more than one hundred five (105) days after the end of the fiscal year of a cemetery to which this chapter applies, the trustee of the perpetual care fund of the cemetery shall file the report required under subsection (a) with the state board of funeral and cemetery service.

(c) The state board of funeral and cemetery service may audit or order an audit of the perpetual care fund of a cemetery if the state board of funeral and cemetery service determines that the trustee of the perpetual care fund is not complying with the requirements set forth in subsections (a) and (b). The cemetery that is the subject of the audit shall pay all costs associated with the audit.

(d) The owner of a cemetery shall maintain a report required by this section for the longer of:

(1) ten (10) years; or

(2) three (3) years after the date the owner sells or otherwise transfers the cemetery.

As added by P.L.52-1997, SEC.22. Amended by P.L.65-2007, SEC.2; P.L.61-2008, SEC.2.
Ind. Code § 23-17-30-4 — Indiana Code / Title 23 / Article 17 / Chapter 30 / Section 23-17-30-4
Meetings impractical or impossible; court orders
Status: in_force

Sec. 4. (a) If it is impractical or impossible for a corporation to call or conduct a meeting of the corporation's members, delegates, or directors or otherwise obtain their consent in the manner prescribed by the corporation's articles of incorporation, bylaws, or this article, upon petition of a director, an officer, a delegate, a member, or the attorney general the circuit or superior court of the county where a corporation's principal office is located may order that a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, bylaws, and this article, whether or not the method results in actual notice to all persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

(c) An order issued under this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement concerning quorums or the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation, bylaws, or this article.

(d) When practical, an order issued under this section must limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, for which the resolution may enable the corporation to continue managing the corporation's affairs without further resort to this section. However, an order under this section may also authorize the obtaining of any votes and approvals that are necessary for a dissolution, merger, or sale of assets.

(e) A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section that complies with the order, is considered a valid meeting or vote and has the same force and effect as if the meeting or method complied with every requirement imposed by the articles of incorporation, bylaws, and this article.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-2.5-30 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-30
Limitation of actions
Status: in_force

Sec. 30. A person may not maintain an action to enforce any liability created under this chapter unless brought before the expiration of three (3) years after discovery by the plaintiff of the facts constituting the violation.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-14-58-3 — Indiana Code / Title 23 / Article 14 / Chapter 58 / Section 23-14-58-3
Reinterment
Status: in_force

Sec. 3. A church or religious society that takes action under section 1 or 2 of this chapter shall, at its own expense:

(1) provide the place for the reinterment of all bodies in the abandoned cemetery;

(2) cause the reinterment in a cemetery of all the bodies removed from the abandoned cemetery that can practically be reburied; and

(3) preserve and cause to be replaced at the grave of each deceased person reinterred in another cemetery any gravestone or other marker found at the grave from which the body was removed.

As added by P.L.52-1997, SEC.32.
Ind. Code § 23-18-8-2 — Indiana Code / Title 23 / Article 18 / Chapter 8 / Section 23-18-8-2
Determination of lack of authority to sue; prohibited assertions
Status: in_force

Sec. 2. A determination that a member or manager does not have authority to sue on behalf of the limited liability company under section 1 of this chapter may not be asserted for the following:

(1) As a defense to an action brought by the limited liability company.

(2) As a basis for the limited liability company to bring a subsequent suit on the same cause of action.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-1-40-9 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-9
Parent corporation merger with subsidiary; shareholder vote not required; amending organizational documents; requirements; articles of merger
Status: in_force

Sec. 9. (a) As used in this section, "holding company" means a corporation that, from its incorporation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and its shares of capital stock are issued in the merger.

(b) For purposes of subsections (d)(7), (e), (f), and (g), "organizational documents" means:

(1) if used in reference to a corporation, the articles of incorporation of the corporation; and

(2) if used in reference to a limited liability company, the operating agreement of the limited liability company.

(c) As used in this section, "parent corporation" means a domestic corporation that:

(1) before a merger governed by this section, was owned by its shareholders; and

(2) after the merger, the parent corporation or its successor becomes or remains a direct or indirect wholly owned subsidiary of a holding company.

(d) Notwithstanding the requirements of section 3 of this chapter or IC 23-0.6-2-3, if the subsidiary of the parent corporation party to the merger is a limited liability company, and unless expressly required by a corporation's articles of incorporation, a vote of shareholders of a parent corporation is not necessary to authorize a merger with or into a single direct or indirect wholly owned subsidiary of the parent corporation if all the following apply:

(1) As a result of the merger, the parent corporation or its successor becomes or remains a direct or indirect wholly owned subsidiary of the holding company.

(2) The parent corporation and the direct or indirect wholly owned subsidiary of the parent corporation are the only parties to the merger.

(3) Each share or fraction of a share of the capital stock of the parent corporation outstanding immediately before the effective time of the merger is converted in the merger into a share or an equal fraction of a share of capital stock of a holding company having the same:

(A) designations, rights, powers, and preferences; and

(B) qualifications, limitations, and restrictions;

as the share of stock of the parent corporation being converted in the merger.

(4) The holding company and the parent corporation are domestic corporations and the direct or indirect wholly owned subsidiary that is the other party to the merger is a domestic corporation or domestic limited liability company.

(5) The articles of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the articles of incorporation and bylaws of the parent corporation immediately before the effective time of the merger. However, the following are not required to be identical under this subdivision:

(A) Any provisions regarding:

(i) the incorporator or incorporators;

(ii) the corporate or entity name;

(iii) the registered office and agent;

(iv) the initial board of directors; or

(v) the initial subscribers for shares.

(B) Any provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of shares, if the change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

(6) The directors of the parent corporation become or remain the directors of the holding company upon the effective time of the merger.

(7) Subject to subsections (e) and (f), the organizational documents of the surviving entity immediately following the effective time of the merger contain provisions identical in substance to the articles of incorporation of the parent corporation immediately before the effective time of the merger. However, subject to subsection (e), the following are not required to be identical under this subdivision:

(A) Any provisions regarding:

(i) the incorporator or incorporators;

(ii) the corporate or entity name;

(iii) the registered office and agent;

(iv) the initial board of directors;

(v) the initial subscribers for shares;

(vi) references to members rather than shareholders;

(vii) references to interests, units, or the like rather than shares; or

(viii) references to managers, managing members, or other members of the governing body rather than directors.

(B) Any provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of shares, if the change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

(8) The shareholders of the parent corporation do not recognize gain or loss for federal income tax purposes as determined by the board of directors of the parent corporation.

(e) The organizational documents of the surviving entity must be amended in the merger to contain, if not contained in the organizational documents, provisions that require:

(1) any act or transaction by or involving the surviving entity, other than the election or removal of:

(A) directors or managers;

(B) managing members; or

(C) other members of the governing body of the surviving entity;

that requires for its adoption under this article or its organizational documents that the approval of the shareholders or members of the surviving entity must, by specific reference to this section, require the approval of the shareholders of the holding company (or any successor by merger), by the same vote as is required by this article or by the organizational documents of the surviving entity. However, for purposes of this subdivision, any surviving entity that is not a corporation shall include in the amendment a requirement that the approval of the shareholders of the holding company be obtained for any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members, or other members of the governing body of the surviving entity, which would require the approval of the shareholders of the surviving entity if the surviving entity were a corporation subject to this article;

(2) any amendment of the organizational documents of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this article, be required to be included in the articles of incorporation of the corporation, must, by specific reference to this section, require the approval of the shareholders of the holding company (or any successor by merger), by the same vote as is required by this article or by the organizational documents of the surviving entity; and

(3) the business and affairs of a surviving entity that is not a corporation must be managed by or under the direction of a board of directors, board of managers, or other governing body consisting of individuals who are subject to the same standards of conduct applicable to, and who are liable for breach of the standards of conduct to the same extent as, directors of a corporation subject to this article.

(f) The organizational documents of the surviving entity may be amended in the merger:

(1) to reduce the number of classes and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue; and

(2) to eliminate any provisions described in IC 23-1-33-6.

(g) Nothing in subsection (e) or any provision of a surviving entity's organizational documents required by subsection (e) may be considered or construed to require approval of the shareholders of the holding company to elect or remove directors or managers, managing members, or other members of the governing body of the surviving entity.

(h) From and after the effective time of a merger adopted by a parent corporation by action of its board of directors and without any vote of shareholders under this section:

(1) to the extent the restrictions of IC 23-1-42 or IC 23-1-43 applied to the parent corporation or to any of its shareholders at the effective time of the merger, the restrictions must apply to the holding company and such shareholders immediately after the effective time of the merger as though the holding company were the parent corporation, and all shares of the holding company acquired in the merger shall for purposes of IC 23-1-42 and IC 23-1-43 be considered to have been acquired at the time that the shares of the parent corporation converted in the merger were acquired, and provided further that:

(A) any shares that immediately before the effective time of the merger were not control shares within the meaning of IC 23-1-42 do not solely by reason of the merger become control shares of the holding company; and

(B) any shareholder who immediately before the effective time of the merger was not an interested shareholder within the meaning of IC 23-1-43 does not solely by reason of the merger become an interested shareholder of the holding company;

(2) if the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the parent corporation immediately before the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the parent corporation are converted in the merger shall be represented by the share certificates that previously represented shares of capital stock of the parent corporation; and

(3) to the extent a shareholder of the parent corporation immediately before the merger had standing to institute or maintain derivative litigation on behalf of the parent corporation, this section may not be considered or construed to limit or extinguish that standing.

(i) If a plan of merger is adopted by a parent corporation by action of its board of directors and without any vote of shareholders under this section, the secretary or assistant secretary of the parent corporation shall certify in the articles of merger filed under section 5 of this chapter or IC 23-0.6-2-5 that the plan of merger has been adopted under this section and that the conditions specified in subsections (d), (e), and (f) have been satisfied.

(j) After the requirements of subsection (i) are met, the articles of merger shall then be filed and become effective, in accordance with section 5 of this chapter or IC 23-0.6-2-5. The filing constitutes a representation by the person who executes the articles of merger that the facts stated in the articles of merger remain true immediately before the filing.

As added by P.L.119-2015, SEC.15. Amended by P.L.118-2017, SEC.18.
Ind. Code § 23-2.5-9-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 9 / Section 23-2.5-9-1
Loan broker agreement; licensee information
Status: in_force

Sec. 1. A loan broker agreement that is delivered or required to be delivered by a licensee to a borrower or prospective borrower must contain the license number of:

(1) the loan broker; and

(2) each mortgage loan originator;

who had contact with the file.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.27.
Ind. Code § 23-0.6-1.5-4 — Indiana Code / Title 23 / Article 0.6 / Chapter 1.5 / Section 23-0.6-1.5-4
"Approve"
Status: in_force

Sec. 4. "Approve" means, in the case of an entity, for its governing persons and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:

(1) propose a transaction subject to this article;

(2) adopt and approve the terms and conditions of the transaction; and

(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governing persons or interest holders.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.31.
Ind. Code § 23-17-2-8 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-8
"Delegate"
Status: in_force

Sec. 8. "Delegate" means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-4-17 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-17
Fund; examination and regulation by commissioner; reports
Status: in_force

Sec. 17. The fund is subject to examination and regulation by the commissioner. The board of directors shall submit to the commissioner before May 1 of each year:

(1) a financial report for the preceding calendar year, in a form approved by the commissioner; and

(2) a report of its activities during the preceding calendar year.

As added by Acts 1982, P.L.145, SEC.1.
Ind. Code § 23-2.5-11-15 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-15
Contempt of court; liability for damages; contract void
Status: in_force

Sec. 15. (a) If a person fails, refuses, or neglects to comply with a court order under this chapter, the person must be held in contempt of court.

(b) A person who violates this article or a rule adopted under this article, in connection with a contract for the activities of a loan broker, is liable to a person damaged by the violation for:

(1) the amount of the actual damages suffered;

(2) interest at the legal rate; and

(3) attorney's fees.

(c) If a person violates this article, or a rule adopted under this article, in connection with a contract for the activities of a loan broker, the contract is void, and the prospective borrower is entitled to receive from the loan broker all sums paid to the loan broker.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-16-4-5 — Indiana Code / Title 23 / Article 16 / Chapter 4 / Section 23-16-4-5
Access to information by limited partner
Status: in_force

Sec. 5. Each limited partner has the right to inspect and copy any of the partnership records required to be maintained by IC 23-16-2-6 and to obtain from the general partners, from time to time, upon reasonable demand the following:

(1) True and full information regarding the state of the business and financial condition of the limited partnership.

(2) Promptly after becoming available, copies of the limited partnership's federal, state, and local income tax returns for each year.

(3) Other information regarding the affairs of the limited partnership as is just and reasonable.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-14-33-25 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-25
"Lot", "plot", "burial space", or "section"
Status: in_force

Sec. 25. (a) "Lot", "plot", "burial space", or "section" means any space within a cemetery that is:

(1) used; or

(2) intended to be used;

for interment, entombment, or inurnment, irrespective of where the space is located.

(b) The term includes a crypt, a niche, and a grave space.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-13-20-6 — Indiana Code / Title 23 / Article 13 / Chapter 20 / Section 23-13-20-6
Board of trustees; election of president and instructors; courses; tuition; ex officio and faculty members
Status: in_force

Sec. 6. (a) The board of trustees has full power to elect in the manner and for the time it deems expedient, a president of the university, together with the professors and instructors necessary to form an efficient faculty for the instruction of the various courses taught. The courses shall be arranged and determined by the trustees in conjunction with the faculty and the university senate.

(b) A professor or instructor may not be elected by the board of trustees except upon nomination of the president of the university. The trustees and faculty shall fix the rate of tuition and fees to be paid by the students.

(c) The ex officio members of the board of trustees have the rights, privileges, and duties of the elected trustees, including the right to vote. Except for the president of the university, a member of the board may not be a member of the faculty. If an elected member of the board becomes a member of the faculty, the member is removed from the board. The vacancy shall be filled by the board of trustees until the next regular election.

As added by P.L.1-1989, SEC.49.
Ind. Code § 23-0.5-1.5-32 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-32
"Property"
Status: in_force

Sec. 32. "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest in such property.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-20-1-13 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-13
Division's review of applications; request for additional information
Status: in_force

Sec. 13. (a) The division shall review all applications to ensure that the applications are complete.

(b) If an application is not complete, the application shall be returned to the claimant with a brief statement of the additional information required.

(c) The claimant may, not more than thirty (30) days after receipt of the request for additional information, either supply the information or appeal to the securities commissioner as to the completeness of the application.

(d) The decision of the securities commissioner as to the completeness of the application is final.

(e) The division shall deny the application if:

(1) the applicant does not furnish additional information; or

(2) additional time is not granted by the securities commissioner for good cause.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-14-35-1 — Indiana Code / Title 23 / Article 14 / Chapter 35 / Section 23-14-35-1
Lost or destroyed plats
Status: in_force

Sec. 1. If:

(1) the original plat of a cemetery; or

(2) the plat of an addition to a cemetery;

has been lost or destroyed, the cemetery owner required to record the plat shall have a new plat made by a competent engineer to correspond in every way to the original plat.

As added by P.L.52-1997, SEC.9.
Ind. Code § 23-2.5-4-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-6
License renewal required
Status: in_force

Sec. 6. (a) A licensee under this chapter may not continue to:

(1) act as a loan broker or mortgage loan originator; or

(2) operate as a branch office;

unless the licensee annually renews the license.

(b) A licensee under this chapter shall renew the license by:

(1) filing with the commissioner, before the date on which the license expires, an application containing any information the commissioner requires to indicate any material change from the information contained in the applicant's original application or any previous application; and

(2) including, with the filing under subdivision (1), the applicable application fee specified in this chapter.

As added by P.L.175-2019, SEC.2. Amended by P.L.158-2022, SEC.1; P.L.89-2024, SEC.13.
Ind. Code § 23-5-2-7 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-7
Settlement of disputes
Status: in_force

Sec. 7. Every such corporation may adopt rules, by-laws and regulations relating to the arbitration and settlement of business controversies and misunderstanding between its members, and may appoint, annually, or oftener, committees to whom such disputes may be referred for settlement, and all arbitrations and settlements thus made, and the awards of such committees shall be final and binding upon the parties only who may have signed a written agreement to abide by such awards, and such corporation may expel any of its members for violations of its regulations, or for dishonorable transactions in business.

Formerly: Acts 1875, c.5, s.7.
Ind. Code § 23-4-1-59 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-59
Repealed
Status: repealed

As added by P.L.63-2014, SEC.11. Repealed by P.L.118-2017, SEC.47.
Ind. Code § 23-1.3-3-2 — Indiana Code / Title 23 / Article 1.3 / Chapter 3 / Section 23-1.3-3-2
Election of benefit corporation status by existing corporation; amending articles of incorporation; minimum status vote
Status: in_force

Sec. 2. (a) Subject to subsection (b), an existing corporation may become a benefit corporation under this article by amending its articles of incorporation to contain, in addition to any content requirements for articles of incorporation under IC 23-1, the following:

(1) A statement that the corporation is a benefit corporation.

(2) A statement reading "By enacting this article, the State of Indiana does not endorse any particular benefit corporation, or approve or disapprove any of the purposes of a benefit corporation or any claimed general public benefit or specific public benefit, and no inference should be drawn from the acceptance of any filings with respect to a benefit corporation under IC 23-1.3, that the benefit corporation has or will in fact provide any general public benefit or specific public benefit.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.

As added by P.L.93-2015, SEC.3.
Ind. Code § 23-14-42.5-6 — Indiana Code / Title 23 / Article 14 / Chapter 42.5 / Section 23-14-42.5-6
"Military animal"
Status: in_force

Sec. 6. As used in this chapter, "military animal" refers to a military working dog described in 10 U.S.C. 2583.

As added by P.L.176-2016, SEC.1. Amended by P.L.106-2017, SEC.2.
Ind. Code § 23-0.5-9-47 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-47
Articles of interest exchange
Status: in_force

Sec. 47. The secretary of state shall collect the following fees for filing articles of interest exchange:

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

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

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

Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and share in profits, losses, and distributions as a limited partner.

(b) A person who is both a general partner and a limited partner has the rights and powers of a general partner and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-18.1-7-4 — Indiana Code / Title 23 / Article 18.1 / Chapter 7 / Section 23-18.1-7-4
Registration in foreign jurisdiction
Status: in_force

Sec. 4. If a master limited liability company with the ability to establish one (1) or more series does not register to do business in a foreign jurisdiction for itself and certain of its series, a series of a master limited liability company may itself register in the foreign jurisdiction in accordance with the laws of the foreign jurisdiction.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-0.5-9-8 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-8
Certificate of amendment; domestic limited liability partnership
Status: in_force

Sec. 8. The secretary of state shall collect the following fees for filing a certificate of amendment for a domestic limited liability partnership:

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

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

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

Sec. 3. (a) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment must include the following:

(1) The name of the limited partnership.

(2) The amendment to the certificate of limited partnership.

(b) Within sixty (60) days after any of the following events occurs, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

(1) The admission of a new general partner.

(2) The withdrawal of a general partner.

(3) The continuation of the business under IC 23-16-9-1 after an event of withdrawal of a general partner.

(4) The discovery by a general partner that any statement in the certificate of limited partnership was false when made.

(5) The discovery by a general partner that any facts or arrangements described in the certificate of limited partnership have changed, making the certificate inaccurate in any respect.

(c) The filing of an amendment reflecting the occurrence of an event referred to in subsection (b) within the time required under subsection (b) absolves a person from any liability that might arise because the certificate did not reflect the occurrence of that event before the filing of the amendment.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

As added by P.L.147-1988, SEC.1.
Ind. Code § 23-1-20-24.5 — Indiana Code / Title 23 / Article 1 / Chapter 20 / Section 23-1-20-24.5
"Sign" or "signature"
Status: in_force

Sec. 24.5. "Sign" or "signature" includes any manual, facsimile, or conformed signature, or an electronic signature (as defined in IC 26-2-8-102(10)).

As added by P.L.133-2009, SEC.13.
Ind. Code § 23-14-54.5-6 — Indiana Code / Title 23 / Article 14 / Chapter 54.5 / Section 23-14-54.5-6
"Veterans' service organization"
Status: in_force

Sec. 6. As used in this chapter, "veterans' service organization" means a veterans' organization that:

(1) is qualified as tax exempt under Section 501(c)(3) or 501(c)(19) of the Internal Revenue Code;

(2) is organized for the verification and burial of veterans and dependents of veterans; and

(3) meets one (1) or more of the following:

(A) Is recognized by the United States Department of Veterans Affairs.

(B) Is federally chartered by the Congress of the United States.

As added by P.L.90-2016, SEC.2.
Ind. Code § 23-18.1-1-5 — Indiana Code / Title 23 / Article 18.1 / Chapter 1 / Section 23-18.1-1-5
Certificate of designation and operating agreement consistent with this article
Status: in_force

Sec. 5. The certificate of designation or operating agreement of a series limited liability company may not limit, be inconsistent with, or supersede this article.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-17-19-7 — Indiana Code / Title 23 / Article 17 / Chapter 19 / Section 23-17-19-7
Bequests, devises, gifts, grants, or promises
Status: in_force

Sec. 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that:

(1) is made to a constituent corporation; and

(2) takes effect or remains payable after the merger;

inures to the surviving corporation unless a will or other instrument otherwise specifically provides.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-31-46 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-46
Commingling of cremated remains
Status: in_force

Sec. 46. Except with the express written permission of the authorizing agent, a person shall not do the following:

(1) Dispose of cremated remains in a manner or location that commingles the cremated remains with the cremated remains of another individual. This prohibition does not apply to the scattering of cremated remains at sea or in the air.

(2) Place the cremated remains of more than one (1) individual in the same temporary container or urn.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-17-12-8 — Indiana Code / Title 23 / Article 17 / Chapter 12 / Section 23-17-12-8
Removal of director by vote of members
Status: in_force

Sec. 8. (a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.

(b) Except when otherwise provided in the articles of incorporation, if a director is elected by:

(1) a class, chapter, or other organizational unit; or

(2) region or other geographic grouping;

the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.

(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(d) If cumulative voting is authorized, a director may not be removed if:

(1) the number of votes; or

(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the class, chapter, unit, or grouping;

sufficient to elect the director under cumulative voting is voted against the director's removal.

(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.

(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of the director's election.

(g) An entire board of directors may be removed under subsections (a) through (e).

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
Ind. Code § 23-14-63-2 — Indiana Code / Title 23 / Article 14 / Chapter 63 / Section 23-14-63-2
Petition asking for conveyance; notice
Status: in_force

Sec. 2. (a) The persons described in section 1 of this chapter may file with the township trustee a petition asking for the conveyance of the cemetery owned by the township to the corporation.

(b) The persons filing the petition under subsection (a) must give notice of the filing at least three (3) weeks before the filing in accordance with IC 5-3-1-2 by publishing a notice concerning the petition in a newspaper:

(1) that is published in the township; or

(2) if there is no newspaper published in the township, in the newspaper published nearest to the township.

As added by P.L.52-1997, SEC.37.
Ind. Code § 23-2.5-3-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 3 / Section 23-2.5-3-1
Loan broker license required
Status: in_force

Sec. 1. (a) A person may not engage in the activities of a loan broker in Indiana unless the person first obtains a:

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

(2) loan broker license from the commissioner.

(b) A person desiring to engage in the activities of a loan broker shall apply to the commissioner for a loan broker license under this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-17-2-9 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-9
"Director"
Status: in_force

Sec. 9. "Director" means an individual designated in articles of incorporation or bylaws, elected by the incorporators or otherwise elected or appointed, to act as a member of a board of directors.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2.5-5-2 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-2
Form and content of loan processing company notice filing
Status: in_force

Sec. 2. A loan processing company notice filing must be made on a form prescribed by the commissioner and include all of the following:

(1) The loan processing company's business name, address, and state of incorporation or business registration.

(2) The names of the owners, officers, members, or partners who control the loan processing company.

(3) The name of each individual who is employed by the loan processing company, including the unique identifier from the Nationwide Multistate Licensing System of each loan processor.

(4) The name and license number of each loan broker who:

(A) is licensed or required to be licensed under this article; and

(B) engaged the loan processing company to perform loan processing activities during the preceding calendar year.

(5) An attestation stating that each loan processor employed by the loan processing company has completed the education and examination requirements of a mortgage loan originator license under this article.

(6) Consent to service of process as described in section 7 of this chapter.

(7) An application fee of twenty-five dollars ($25).

As added by P.L.175-2019, SEC.2. Amended by P.L.158-2022, SEC.2.
Ind. Code § 23-18-3-1.1 — Indiana Code / Title 23 / Article 18 / Chapter 3 / Section 23-18-3-1.1
Members and managers as agents; companies formed after June 30, 1999
Status: in_force

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Except as provided in subsection (c) or the articles of organization, each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:

(1) the acting member does not have authority to act for the limited liability company in the particular matter; and

(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.

(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:

(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and

(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.

(d) An act of a manager or member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.

As added by P.L.269-1999, SEC.2.
Ind. Code § 23-2-4-8 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-8
Sanctions against registration of providers or execution of new continuing care agreements; findings of fact; cease and desist order; notice and hearing
Status: in_force

Sec. 8. (a) The commissioner may deny, revoke, or refuse to renew registration of a provider or prohibit the execution of new continuing care agreements if the commissioner finds that:

(1) the provider willfully violated any provision of this chapter or any rule or order adopted under this chapter;

(2) the provider failed to file an annual disclosure statement required by section 5 of this chapter;

(3) the provider failed to deliver to a prospective resident or contracting party a copy of the disclosure statements as required by section 7 of this chapter;

(4) the provider delivered to a prospective resident or contracting party a disclosure statement that contained a misstatement of material fact or omission of a material fact even though the provider, at the time of the delivery of the disclosure statement, had no actual knowledge of the misstatement or omission;

(5) the provider failed to comply with the terms of a cease and desist order of the commissioner; or

(6) according to rules adopted by the commissioner under IC 4-22-2, the provider is insolvent and the financial condition of the provider may jeopardize the care of the residents.

(b) Findings of fact in support of an order under this section, if set forth in statutory language, shall be accompanied by a concise and explicit statement of the underlying facts supporting the findings.

(c) If the commissioner finds, after notice and hearing, that the provider has committed a violation for which revocation could be ordered, the commissioner may first issue a cease and desist order. If the cease and desist order is not effective in remedying the violation, the commissioner may, after notice and hearing, order that the registration be revoked.

(d) The commissioner may summarily prohibit the execution of new continuing care agreements pending final determination of any proceeding under this section. Upon the entry of the order, the commissioner shall promptly notify the provider that it has been entered and of the reasons for the order and that upon receipt of a written request the matter will be set down for hearing to commence within fifteen (15) business days after receipt of the request unless the provider consents to a later date. If no hearing is requested and none is ordered by the commissioner, the order remains in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing to the provider, may modify, vacate, or extend the order until final determination.

(e) Except as provided in subsection (d), an order may not be entered under this section unless there has been:

(1) appropriate prior notice to the provider;

(2) opportunity for hearing; and

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

(f) The commissioner may vacate or modify an order if the commissioner finds that the conditions that prompted entry have changed or that it is in the public interest to do so.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.131-1988, SEC.6; P.L.1-1992, SEC.114.
Ind. Code § 23-2.5-4-5 — Indiana Code / Title 23 / Article 2.5 / Chapter 4 / Section 23-2.5-4-5
Issuance and renewal of license
Status: in_force

Sec. 5. (a) The commissioner shall issue a license and license number to an applicant for a license issued under this chapter if the applicant meets the applicable licensure requirements under this chapter.

(b) A license issued under this chapter expires on December 31 of the year during which the license is issued.

(c) If an initial or a renewal application for a license is denied or withdrawn, the commissioner shall retain the application fee paid.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-1-28-3 — Indiana Code / Title 23 / Article 1 / Chapter 28 / Section 23-1-28-3
Prohibited distributions
Status: in_force

Sec. 3. A distribution may not be made if, after giving it effect:

(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

As added by P.L.149-1986, SEC.12.
Ind. Code § 23-14-65-22 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-22
Delivery of money to controller or clerk-treasurer; payment of expenses
Status: in_force

Sec. 22. (a) A cemetery board shall daily deliver all money, funds, and revenues it receives to the controller or clerk-treasurer of the municipality, who shall give the board a receipt. The amounts delivered by the cemetery board shall be credited to the account of the cemetery board and deposited in accordance with IC 5-13-6.

(b) All expenses incurred by the cemetery board shall be paid by claims allowed and signed by a majority of the cemetery board. The claims shall be delivered to the controller or clerk-treasurer of the municipality, and warrants in payment of the claims shall be drawn on the municipal treasury.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-2-2.5-19 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-19
Renewal forms
Status: in_force

Sec. 19. A registration renewal form shall be in the form and contain the content prescribed by the commissioner and shall be accompanied by one (1) copy of the proposed disclosure statement. Each such registration renewal form shall be accompanied by the fee prescribed in section 43 of this chapter.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.10.
Ind. Code § 23-1-45-3 — Indiana Code / Title 23 / Article 1 / Chapter 45 / Section 23-1-45-3
Filing of articles of dissolution; date of dissolution
Status: in_force

Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following:

(1) The name of the corporation.

(2) The date dissolution was authorized.

(3) If dissolution was approved by the shareholders:

(A) the number of votes entitled to be cast on the proposal to dissolve; and

(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

If voting by voting groups is required, the information required by this subdivision shall be separately provided for each voting group entitled to vote separately on the plan to dissolve.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.

As added by P.L.149-1986, SEC.29.
Ind. Code § 23-19-5-11 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-11
Violation of agreement
Status: in_force

Sec. 11. (a) It is unlawful for a person to violate any agreement that is:

(1) entered into between the securities division and the person; and

(2) ordered by the commissioner under this article.

(b) A person is not liable under section 9(a) or 9(b) of this chapter for a violation of this section.

As added by P.L.146-2013, SEC.4.
Ind. Code § 23-1-29-7 — Indiana Code / Title 23 / Article 1 / Chapter 29 / Section 23-1-29-7
Fixing of record date
Status: in_force

Sec. 7. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

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

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

As added by P.L.149-1986, SEC.13.
Ind. Code § 23-14-57-6 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-6
Payment of costs and expenses
Status: in_force

Sec. 6. Before any disinterment, disentombment, or disinurnment may take place under this chapter, the reasonable costs and expenses of the disinterment, disentombment, or disinurnment, including attorney's fees, must be paid by the person or persons applying for the disinterment, disentombment, or disinurnment.

As added by P.L.52-1997, SEC.31.
Ind. Code § 23-18.1-5-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 5 / Section 23-18.1-5-2
Holding of assets; accounting for assets separately
Status: in_force

Sec. 2. (a) Assets associated with a series may be held directly or indirectly, including in the name of the series, in the name of the master limited liability company, through a nominee, or otherwise.

(b) Records maintained for a series that reasonably identify its assets, including by:

(1) specific listing;

(2) category;

(3) type;

(4) quantity;

(5) computational or allocational formula or procedure, including a percentage or share of any asset or assets; or

(6) any other method under which the identity of the assets is objectively determinable;

is considered to account for the assets associated with the series separately from the other assets of the master limited liability company or any other series of the master limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-0.5-2-7 — Indiana Code / Title 23 / Article 0.5 / Chapter 2 / Section 23-0.5-2-7
Certification of filed record
Status: in_force

Sec. 7. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-40-1 — Indiana Code / Title 23 / Article 1 / Chapter 40 / Section 23-1-40-1
Right to merge; plan of merger
Status: in_force

Sec. 1. (a) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve a plan of merger.

(b) The plan of merger must set forth:

(1) the name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

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

(3) the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or in part.

(c) The plan of merger may set forth:

(1) amendments to the articles of incorporation of the surviving corporation; and

(2) other provisions relating to the merger.

As added by P.L.149-1986, SEC.24.
Ind. Code § 23-14-65-14 — Indiana Code / Title 23 / Article 14 / Chapter 65 / Section 23-14-65-14
Bond
Status: in_force

Sec. 14. Each officer and employee whose duty includes handling any funds in carrying out this chapter shall, in the manner prescribed by IC 5-4-1, execute an official bond before beginning the duties of office or employment.

As added by P.L.52-1997, SEC.39.
Ind. Code § 23-0.5-9-59 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-59
Filing fees are not refundable upon withdrawal or correction of a filed record
Status: in_force

Sec. 59. The withdrawal under IC 23-0.5-2-4 of a filed record before it is effective or the correction of a filed record under IC 23-0.5-2-5 does not entitle the person on whose behalf the record was filed to a refund of the filing fee.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-53-2 — Indiana Code / Title 23 / Article 1 / Chapter 53 / Section 23-1-53-2
Repealed
Status: repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.27; P.L.145-1988, SEC.8. Repealed by P.L.133-2009, SEC.42.
Ind. Code § 23-10-2-21 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-21
Donor of private burying ground; exclusive right of admitting
Status: in_force

Sec. 21. The donor of a private burying ground, his heirs and assigns forever, shall have the exclusive right of admitting corpses for interment, and shall direct where the same shall be buried; and may grant any right of burial in such ground as shall not interfere with the graves already there or the rights of persons who have buried their dead in such ground.

Formerly: Acts 1852, 1RS, c.101, s.21.
Ind. Code § 23-2-2.5-2 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-2
Application of chapter
Status: in_force

Sec. 2. This chapter applies to an offer or franchise if:

(a) the offeree or franchisee is an Indiana resident; or

(b) the franchised business contemplated by the offer or franchise will be or is operated in Indiana.

An offer to sell is not made in this state because the franchisor circulates or there is circulated on his behalf in Indiana an advertisement in: (1) a bona fide newspaper or other publication of general, regular and paid circulation which has had more than two-thirds (2/3) of its circulation outside this state during the past twelve (12) months; or (2) a radio or television program originating outside this state which is received in Indiana.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-17-13-4 — Indiana Code / Title 23 / Article 17 / Chapter 13 / Section 23-17-13-4
Unlawful distributions; liability
Status: in_force

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

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

(1) Every other director who voted for or assented to the distribution, subject to section 1(d) of this chapter.

(2) Each person who received an unlawful distribution for the amount of the distribution accepted whether or not the person receiving the distribution knew the distribution was made in violation of this article, articles of incorporation, or the bylaws.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-47-2 — Indiana Code / Title 23 / Article 14 / Chapter 47 / Section 23-14-47-2
Duties of owner
Status: in_force

Sec. 2. A cemetery owner shall not prevent the use of or installation in the cemetery of any commodity purchased from any source if the commodity meets the rules and regulations established under section 1 of this chapter.

As added by P.L.52-1997, SEC.21.
Ind. Code § 23-1-44-10 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-10
Proposed action creating dissenters' rights; notice
Status: in_force

Sec. 10. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter.

(b) If corporate action creating dissenters' rights under section 8 of this chapter is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 12 of this chapter.

As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.20.
Ind. Code § 23-17-2-22 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-22
"Proceeding"
Status: in_force

Sec. 22. "Proceeding" includes a civil suit and a criminal, an administrative, and an investigatory action.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-18.1-4-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-2
Establishment of designated series of members, managers, or limited liability company interests
Status: in_force

Sec. 2. An operating agreement of a master limited liability company may establish or provide for the establishment of one (1) or more designated series of members, managers, or limited liability company interests that:

(1) have separate rights, powers, or duties with respect to:

(A) specified property or obligations of the limited liability company; or

(B) profits and losses associated with specified property or obligations; and

(2) to the extent provided in the operating agreement, may have a separate business purpose or investment objective.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-0.5-9-57 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-57
Electronic filing
Status: in_force

Sec. 57. The secretary of state shall prescribe the electronic means of filing documents to which the electronic filing fees set forth in this chapter apply.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-1-38-8 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-8
Court-ordered reorganization; articles of amendment; dissenters' rights; application of section
Status: in_force

Sec. 8. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by IC 23-1-21-2.

(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-18.1-1-2 — Indiana Code / Title 23 / Article 18.1 / Chapter 1 / Section 23-18.1-1-2
Applicability of other laws
Status: in_force

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a limited liability company that is not a series limited liability company.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-14-57-1 — Indiana Code / Title 23 / Article 14 / Chapter 57 / Section 23-14-57-1
Requirements for disinterment
Status: in_force

Sec. 1. (a) As used in this section, "removal" or "removed" refers to the disinterment, disentombment, or disinurnment of the remains of a deceased human.

(b) Except as provided in subsection (e) and sections 4 and 5 of this chapter, the remains, either cremated or uncremated, of a deceased human shall not be removed from a cemetery without:

(1) a written order:

(A) that is issued by the Indiana department of health; and

(B) that authorizes the removal of the deceased's remains;

(2) the written consent of:

(A) the owner of the cemetery; or

(B) the owner's representative; and

(3) the written consent of a person or persons referred to in one (1) of the following clauses, which are listed according to priority:

(A) The individual who was the spouse of the deceased at the time of the deceased's death.

(B) The surviving adult child of the deceased. If there is more than one (1) surviving adult child of the deceased, the requirement for written consent under this subdivision is satisfied if:

(i) any one (1) of the surviving adult children provides written consent to the removal of the deceased's remains;

(ii) the consent provided under item (i) confirms that all other surviving adult children of the deceased have been notified of the proposed removal of the deceased's remains; and

(iii) the Indiana department of health does not receive a written objection to the proposed removal from any of the deceased's surviving adult children.

(C) The surviving parent of the deceased. If the deceased is survived by both parents, the requirement for written consent under this subdivision is satisfied if:

(i) either surviving parent provides written consent to the removal of the deceased's remains; and

(ii) the Indiana department of health does not receive a written objection to the proposed removal from the other surviving parent.

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

(E) The individual in the next degree of kinship to the deceased under IC 29-1-2-1. If more than one (1) individual of the same degree of kinship is surviving, the requirement for written consent under this subdivision is satisfied if:

(i) any individual of that degree of kinship provides written consent to the removal of the deceased's remains; and

(ii) the Indiana department of health does not receive a written objection to the proposed removal from any other surviving individual in the same degree of kinship.

(c) Before issuing a written authorization under subsection (b), the Indiana department of health shall do the following:

(1) Obtain written evidence that a licensed funeral director has agreed to:

(A) be present at the removal and at the reinterment, reentombment, or reinurnment of the remains; and

(B) cause the completed order of the Indiana department of health to be recorded in the office of the county recorder of the county where the removal occurs.

(2) Obtain a copy of:

(A) the written consent required under subsection (b)(3); or

(B) a court order obtained by a person under subsection (d).

(d) If the written consent of an individual authorized under subsection (b)(3) to give consent is not available, a person who has made a request under this section to the Indiana department of health may petition a court to determine whether to waive the consent requirement of subsection (b)(3). In determining whether to waive the requirement, the court shall consider the viewpoint of any issue (as defined in IC 29-1-1-3) of the deceased. In a proceeding under this subsection, the court may not order the disinterment, disentombment, or disinurnment of the remains of a deceased human.

(e) This subsection applies only if the human remains are on property owned or leased by a coal company. The remains, either cremated or uncremated, of a deceased human may be removed from a cemetery by a coal company if the coal company obtains a court order authorizing the disinterment, disentombment, or disinurnment. Before issuing a court order under this subsection, a court must conduct a hearing and be satisfied as to the following:

(1) That the property is owned or leased by the coal company.

(2) That the coal company has obtained the written consent of an individual authorized to give consent under subsection (b)(3). If the consent of an individual authorized to give consent under subsection (b)(3) is not available, the court may waive the requirement after considering the viewpoint of any issue (as defined in IC 29-1-1-3) of the deceased.

(3) That the department of natural resources, division of historic preservation and archeology, has received at least five (5) days written notice of the time, date, and place of any hearing under this subsection. The notice must describe the proposed place from which the remains will be removed.

(4) That a licensed funeral director has agreed to:

(A) be present at the removal and at the reinterment, reentombment, or reinurnment of the remains; and

(B) cause the completed order of the Indiana department of health to be recorded in the office of the county recorder of the county where the removal occurs.

(5) That the coal company has caused a notice of the proposed removal to be published at least five (5) days before the hearing in a newspaper of general circulation in the county where the removal will occur.

(6) That the coal company will notify the department of natural resources, division of historic preservation and archeology, after the hearing of the proposed time and date when the remains will be removed.

(f) A:

(1) licensed funeral director; or

(2) cemetery owner;

is not liable in an action brought by any person because of the removal of a deceased's remains under a written consent described in subsection (b)(3) or (e)(2) unless the licensed funeral director or the cemetery owner had actual notice before or at the time of the removal that a representation made in the consent described in subsection (b)(3) or (e)(2) was untrue.

(g) The Indiana department of health may adopt rules under IC 4-22-2 to implement this section.

As added by P.L.52-1997, SEC.31. Amended by P.L.155-2002, SEC.11; P.L.113-2007, SEC.5; P.L.26-2021, SEC.3; P.L.56-2023, SEC.211.
Ind. Code § 23-0.6-5-3 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-3
Approval of plan of domestication
Status: in_force

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

(1) by a domestic domesticating entity:

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

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

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

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

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

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

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

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

(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.

As added by P.L.118-2017, SEC.6.
Ind. Code § 23-2.5-11-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 11 / Section 23-2.5-11-6
Implementation; rules; commissioner actions
Status: in_force

Sec. 6. (a) The commissioner may do the following:

(1) Issue forms and orders to implement this article.

(2) Adopt rules under IC 4-22-2 to implement this article.

(3) Repeal rules, including rules and forms governing applications, notice filings, reports, and other records.

(4) Define terms consistent with this article, whether or not used in this article.

(5) Conduct investigations and examinations:

(A) in connection with an application for licensure, or a license issued, under this article;

(B) whenever it appears to the commissioner, upon the basis of a complaint or information, that reasonable grounds exist for the belief that an investigation or examination is necessary or advisable for the more complete protection of the interests of the public; and

(C) including investigations and examinations of a loan broker office, principal place of business, branch office, location listed in a mortgage loan originator's application under IC 23-2.5-4-3, appraisal company, or loan processing company.

(6) Charge, as costs of investigation or examination, reasonable expenses including:

(A) a per diem prorated on the salary of the:

(i) commissioner; or

(ii) employee performing the investigation or examination; and

(B) actual travel and hotel expenses;

to be paid by the person that is under investigation or examination and that is determined to have violated this article.

(7) After conducting an investigation or examination, issue notices and orders, including cease and desist notices and orders. A notice or order issued under this subdivision must include the following:

(A) Notice that the notice or order is issued.

(B) Notice that if the commissioner receives from the person a written request for a hearing concerning the notice or order, a hearing will be set not later than:

(i) fifteen (15) business days after the commissioner receives the request if the original order issued by the commissioner was a summary suspension, summary revocation, or denial of a license; and

(ii) forty-five (45) business days after the commissioner receives the request for an order not described in item (i).

(8) Sign, or delegate to a deputy commissioner the authority to sign orders, official certifications, documents, or papers issued under this article.

(9) Hold and conduct hearings.

(10) Hear evidence.

(11) Conduct inquiries, with or without hearings.

(12) Receive reports of investigators or other officers or employees of the state or a municipal corporation or governmental subdivision in Indiana.

(13) Administer, or cause to be administered, oaths.

(14) Subpoena witnesses and compel witnesses to attend and testify.

(15) Compel the production of books, records, and other documents.

(16) Order depositions to be:

(A) taken of witnesses that reside in Indiana or elsewhere;

(B) taken in the manner prescribed by law for depositions in civil actions; and

(C) made returnable to the commissioner.

(17) Order the same fees and mileage allowances provided for witnesses in civil cases to be paid to each witness who appears under the commissioner's order to testify before the commissioner.

(18) Provide interpretive opinions or issue determinations that the commissioner will not institute a proceeding or an action under this article against a specified person for engaging in a specified act, practice, or course of business if:

(A) the request for the interpretive opinion or determination is made after the date on which the specified act, practice, or course of business occurs; and

(B) the interpretive opinion or determination is consistent with this article.

(19) Adopt rules to establish fees for individuals requesting an interpretive opinion or a determination under subdivision (18).

(20) Subject to subsection (b):

(A) designate a multistate automated licensing system and repository (including the Nationwide Multistate Licensing System), established and operated by a third party, to serve as the sole entity responsible for:

(i) processing applications for license issuance and renewal under this article; and

(ii) performing other services that the commissioner determines are necessary for the orderly administration of the securities division's licensing system; and

(B) take action necessary to allow the securities division to participate in a multistate automated licensing system and repository described in clause (A).

(b) The commissioner's authority to designate a multistate automated licensing system and repository under subsection (a)(20) is subject to the following:

(1) The commissioner may not require:

(A) a person that is not required to be licensed under this article; or

(B) an employee or agent of a person that is not required to be licensed under this article;

to submit information to or participate in the multistate automated licensing system and repository.

(2) The commissioner may require a person that is required under this article to submit information to the multistate automated licensing system and repository to pay a processing fee considered to be reasonable by the commissioner.

(c) The commissioner shall do the following:

(1) Subject to IC 5-14-3, regularly report:

(A) violations of this article; and

(B) enforcement actions and other relevant information;

to the Nationwide Multistate Licensing System.

(2) Establish a process by which a mortgage loan originator may challenge information entered by the commissioner into the Nationwide Multistate Licensing System.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-31-34 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-34
Cemetery records
Status: in_force

Sec. 34. Each cemetery shall maintain a record of all cremated remains:

(1) that are disposed of on the cemetery's property;

(2) that have been properly transferred to the cemetery; and

(3) for which the cemetery has issued a receipt acknowledging the transfer of the cremated remains.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-26-6 — Indiana Code / Title 23 / Article 1 / Chapter 26 / Section 23-1-26-6
Certificates; contents; signatures
Status: in_force

Sec. 6. (a) Shares may but need not be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not their shares are represented by certificates.

(b) At a minimum each share certificate must state on its face:

(1) the name of the issuing corporation and that it is organized under the law of this state;

(2) the name of the person to whom issued; and

(3) the number and class of shares and the designation of the series, if any, the certificate represents.

(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(d) Each share certificate:

(1) must be signed (either manually or in facsimile) by at least two (2) officers (or the sole officer, if the corporation has only one (1) officer) designated in the bylaws or by the board of directors; and

(2) may bear the corporate seal or its facsimile.

(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

As added by P.L.149-1986, SEC.10. Amended by P.L.107-1987, SEC.5.
Ind. Code § 23-17-2-25 — Indiana Code / Title 23 / Article 17 / Chapter 2 / Section 23-17-2-25
"Religious corporation"
Status: in_force

Sec. 25. "Religious corporation" means a domestic corporation that is:

(1) formed as a religious corporation under this title;

(2) designated a religious corporation by another law; or

(3) organized primarily or exclusively for religious purposes.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-2-2.5-3 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-3
Exempt franchisors; number of Indiana franchises; net worth; business experience; disclosures to franchisees
Status: in_force

Sec. 3. Sections 9 through 24 of this chapter do not apply to the offer or sale of a franchise if the franchisor either sells no more than one (1) franchise in Indiana in any twenty-four (24) month period or the franchisor:

(1) has a net worth:

(A) on a consolidated basis according to current financial statements certified by independent certified public accountants, of not less than five million dollars ($5,000,000); or

(B) according to current financial statements certified by independent certified public accountants of not less than one million dollars ($1,000,000) and is at least eighty percent (80%) owned by a corporation which has a net worth on a consolidated basis, according to current financial statements certified by independent certified public accountants, of not less than five million dollars ($5,000,000);

(2) has:

(A) had at least twenty-five (25) franchisees conducting business at all times during the five (5) year period immediately preceding the offer or sale; or

(B) conducted the business which is the subject of the franchise continuously for not less than five (5) years preceding the offer or sale;

or if any corporation which owns at least eighty percent (80%) of the franchisor has had at least twenty-five (25) franchisees conducting business at all times during the five (5) year period immediately preceding the offer or sale, or such corporation has conducted the business which is the subject of the franchise continuously for not less than five (5) years preceding the offer or sale; and

(3) discloses in writing to each prospective franchisee, at least ten (10) days prior to the execution by the prospective franchisee of a binding franchise or other agreement, or at least ten (10) days prior to the receipt of any consideration, whichever first occurs, the following information:

(A) The name of the franchisor, the name under which the franchisor is doing or intends to do business, and the name of any affiliate that will engage in business transactions with franchisees.

(B) The franchisor's principal business address and the name and address of its agent in Indiana authorized to receive service of process.

(C) The business form of the franchisor and the jurisdiction under which it was organized.

(D) The business experience of the franchisor, including the length of time the franchisor:

(i) has conducted a business of the type to be operated by the franchisee;

(ii) has granted franchises for that business; and

(iii) has granted franchises in other lines of business.

(E) A copy of the franchise contract proposed for use or in use in Indiana.

(F) A statement of the franchise fee charged, the proposed application of the proceeds of such fee by the franchisor, and the formula by which the amount of the fee is determined if the fee is not the same in all cases.

(G) A statement describing any payments other than franchise fees that the franchisee is required to pay to the franchisor or affiliated persons, including royalties or payments which the franchisor or affiliated persons collect in whole or in part on behalf of a third party or parties.

(H) A statement of the conditions under which the franchise may be terminated, renewal refused, or repurchased.

(I) A statement as to whether the franchisee is required to purchase from the franchisor or affiliates or their designee services, supplies, products, fixtures, or other goods relating to the establishment or operation of the franchised business, together with a description thereof.

(J) A statement as to whether the franchisee is limited in the goods or services offered by the franchisee to the franchisee's customers.

(K) A statement of the terms and conditions of any financing agreements.

(L) A statement of any past or present practice or of any intent of the franchisor to transfer to a third party any note, contract, or other obligation of the franchisee in whole or in part.

(M) If any financial statement concerning estimated profits or earnings is used, the data upon which the estimate is based.

(N) A statement as to whether the franchisee will receive an exclusive area or territory.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.1; P.L.152-2020, SEC.1.
Ind. Code § 23-2.5-8-1 — Indiana Code / Title 23 / Article 2.5 / Chapter 8 / Section 23-2.5-8-1
Loan broker contract
Status: in_force

Sec. 1. (a) A contract for the services of a loan broker is not enforceable unless the contract is in writing and signed by each of the contracting parties.

(b) At the time a contract for the services of a loan broker is signed, the loan broker shall provide the following to each party to the contract:

(1) A copy of the signed contract.

(2) A written disclosure of any agreement entered into by the loan broker to procure loans exclusively from one (1) lender.

(c) A contract for the services of a loan broker must include the following statement:

"No statement or representation by a loan broker is valid or enforceable unless the statement or representation is in writing.".

(d) This section does not apply to a contract that provides for the payment of referral fees by a lender or a third party.

As added by P.L.175-2019, SEC.2. Amended by P.L.158-2022, SEC.4.
Ind. Code § 23-17-32-2 — Indiana Code / Title 23 / Article 17 / Chapter 32 / Section 23-17-32-2
"Nonprofit hospital"
Status: in_force

Sec. 2. As used in this chapter, "nonprofit hospital" means a hospital licensed under IC 16-21:

(1) that is organized as a nonprofit organization or charitable trust; and

(2) that is:

(A) eligible for tax exempt bond financing; or

(B) exempt from state or local taxes.

The term does not include a county hospital or municipal hospital licensed under IC 16-21-2 that is governed by IC 16-22-2, IC 16-22-8, or IC 16-23.

As added by P.L.221-2023, SEC.2.
Ind. Code § 23-6-4-16 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-16
Board of directors; loan committees
Status: in_force

Sec. 16. (a) Except as otherwise provided in section 15 of this chapter, the corporate powers of a credit corporation shall be exercised by its board of directors. The board of directors of a credit corporation consists of:

(1) thirteen (13) individuals who are elected to serve as directors by the shareholders and members of the credit corporation; and

(2) two (2) ex officio directors as provided in subsection (c).

Each elected director must be at least eighteen (18) years of age, a citizen of the United States, and a resident of Indiana.

(b) The number of directors to be elected by the shareholders of a credit corporation and the number of directors to be elected by the members of the corporation must be included in the articles of incorporation of the credit corporation.

(c) The treasurer of state and the director of the department of financial institutions shall each serve as an ex officio director of a credit corporation, with the same authority as an elected director, but without liability for that service, except for gross negligence or willful misconduct.

(d) If an elected director of a credit corporation ceases being a citizen of the United States or a resident of Indiana, the individual's position as a director of the credit corporation immediately becomes vacant.

(e) If a vacancy occurs in the elected membership of the board of directors of a credit corporation through death, resignation, or otherwise, the vacancy shall be filled in the manner prescribed in this subsection. A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.

(f) The board of directors of a credit corporation, by resolution adopted by a majority of the actual number of directors holding office, may establish a loan committee. Except as otherwise provided in this chapter, such a loan committee, to the extent provided in the resolution, may exercise all the authority of the board of directors over the lending operations of the credit corporation. However, only an individual who is a member of the credit corporation's board of directors or who has significant commercial lending experience may serve on the loan committee.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-18-9-3 — Indiana Code / Title 23 / Article 18 / Chapter 9 / Section 23-18-9-3
Powers of dissolved company; effect of dissolution
Status: in_force

Sec. 3. (a) A dissolved limited liability company may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following:

(1) Collecting its assets.

(2) Disposing of properties that will not be distributed in kind to members.

(3) Discharging or making provision for discharging liabilities.

(4) Distributing the remaining property among the members.

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a limited liability company does not do the following:

(1) Transfer title to the limited liability company's property.

(2) Alter the personal liability of members under IC 23-18-3-3.

(3) Subject members or managers to standards of conduct different from those prescribed under IC 23-18-4-2.

(4) Change the:

(A) voting requirements for members or managers;

(B) provisions for appointment, resignation, or removal of managers, if any; or

(C) provisions for amending the operating agreement.

(5) Prevent commencement of a proceeding by or against the limited liability company in its name.

(6) Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.

(7) Terminate the authority of the registered agent of the limited liability company.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-2-2.5-29 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-29
Aiders and abettors in violations; joint and several liability
Status: in_force

Sec. 29. Every person who materially aids or abets in an act or transaction constituting a violation of this chapter is also liable jointly and severally to the same extent as the person whom he aided and abetted, unless the person who aided and abetted had no knowledge of or reasonable grounds to believe in the existence of the facts by reason of which the liability is alleged to exist.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-20-1-1 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-1
"Claimant"
Status: in_force

Sec. 1. (a) As used in this chapter, "claimant" means a victim filing an application for restitution assistance under this chapter.

(b) The term includes:

(1) a named party in an award;

(2) the executor of a named party in an award; or

(3) the heirs and assigns of a named party in an award.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-4-1-42 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-42
Rights of retiring or estate of deceased partner when business is continued
Status: in_force

Sec. 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1), 41(2), 41(3), 41(5), 41(6), or (38)(2)(b) of this chapter, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner shall have priority on any claim arising under this section, as provided by section 41(8) of this chapter.

Formerly: Acts 1949, c.114, s.42. As amended by P.L.34-1987, SEC.306.
Ind. Code § 23-2-2.5-1 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-1
Definitions
Status: in_force

Sec. 1. As used in this chapter:

(a) "Franchise" means a contract by which:

(1) a franchisee is granted the right to engage in the business of dispensing goods or services, under a marketing plan or system prescribed in substantial part by a franchisor;

(2) the operation of the franchisee's business pursuant to such a plan is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and

(3) the person granted the right to engage in this business is required to pay a franchise fee.

"Franchise" includes a contract whereby the franchisee is granted the right to sell franchises on behalf of the franchisor. The term as defined in subdivisions (1), (2), and (3) does not include a contract where the franchisee, or any of its officers or directors at the time the contract is signed, has been in the type of business represented by the franchise or a similar business for at least two (2) years, and the parties to the contract anticipated, or should have anticipated, at the time the contract was entered into that the franchisee's gross sales derived from the franchised business during the first year of operations would not exceed twenty percent (20%) of the gross sales of all the franchisee's business operations.

(b) "Franchisee" means a person to whom a franchise is granted.

(c) "Franchisor" means a person who grants a franchise.

(d) "Sale" or "sell" includes every contract or agreement of sale of, contract to sell, or disposition of, a franchise or interest in a franchise for value.

(e) "State" includes a territory or possession of the United States, the District of Columbia, and Puerto Rico.

(f) "Fraud" and "deceit" includes any misrepresentation in any manner of a material fact, any promise or representation or prediction as to the future not made honestly or in good faith, or the failure or omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading.

(g) "Offer" or "offer to sell" does not include the renewal or extension of an existing franchise where there is no interruption in the operation of the franchised business by the franchisee.

(h) "Publish" means to issue or circulate by newspaper, mail, radio, or television, or otherwise disseminate to the public.

(i) "Franchise fee" means any fee that a franchisee is required to pay directly or indirectly for the right to conduct a business to sell, resell, or distribute goods, services, or franchises under a contract agreement, including, but not limited to, any such payment for goods or services. "Franchise fee" does not include:

(1) the payment of a reasonable service charge to the issuer of a credit card by an establishment accepting or honoring the credit card;

(2) amounts paid to a trading stamp company by a person issuing trading stamps in connection with the retail sale of goods or services; or

(3) the purchase or agreement to purchase goods at a bona fide wholesale price.

(j) "Disclosure statement" means the document provided for in section 13 of this chapter and all amendments to such document.

(k) "Write" or "written" includes printed, lithographed, or produced by any other means of graphic communication.

(l) "Advertisement" means any published communication which offers any franchise for sale.

(m) "Affiliate" means any person who, directly or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, the person to whom affiliation is attributed.

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

(o) "Service station franchisee" means a person who is granted by an oil company, refiner, jobber, or other franchisor a supply franchise agreement or a lease franchise agreement, or both, to sell gasoline at retail by a metered pump in Indiana.

(p) "Designated family member" means any person named in a franchise agreement by a service station franchisee as the person entitled to fulfill the terms of the agreement on behalf of the franchisee if the franchisee dies before the term of the franchise has ended. Only the following are eligible to be named as designated family members:

(1) The spouse of the franchisee.

(2) A natural or adopted child of the franchisee.

(3) A stepchild of the franchisee.

(4) The guardian of the franchisee's child or stepchild.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.241-1983, SEC.1; P.L.206-1993, SEC.1; P.L.27-2007, SEC.10.
Ind. Code § 23-16-3-12 — Indiana Code / Title 23 / Article 16 / Chapter 3 / Section 23-16-3-12
Repealed
Status: repealed

As added by P.L.147-1988, SEC.1. Repealed by P.L.118-2017, SEC.71.
Ind. Code § 23-5-1-1 — Indiana Code / Title 23 / Article 5 / Chapter 1 / Section 23-5-1-1
Short title
Status: in_force

Sec. 1. This chapter may be cited as the Indiana Business Trust Act of 1963.

Formerly: Acts 1963, c.353, s.1. As amended by P.L.34-1987, SEC.324.
Ind. Code § 23-17-24-4 — Indiana Code / Title 23 / Article 17 / Chapter 24 / Section 23-17-24-4
Decree of dissolution; winding up affairs
Status: in_force

Sec. 4. (a) If after a hearing the court determines that a ground for judicial dissolution described in section 1 of this chapter exists, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certificate copy of the decree to the secretary of state, who shall file the certificate copy.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidating of the corporation's affairs in accordance with IC 23-17-22-5 and the notification of the corporation's claimants under IC 23-17-22-6 and IC 23-17-22-7.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-54-3 — Indiana Code / Title 23 / Article 14 / Chapter 54 / Section 23-14-54-3
Ventilation of mausoleums
Status: in_force

Sec. 3. All private or family mausoleums shall be constructed in such manner as to admit proper ventilation.

As added by P.L.52-1997, SEC.28.
Ind. Code § 23-14-38-3 — Indiana Code / Title 23 / Article 14 / Chapter 38 / Section 23-14-38-3
Violation of chapter; Class B misdemeanor
Status: in_force

Sec. 3. A person who recklessly fails to comply with this chapter commits a Class B misdemeanor.

As added by P.L.52-1997, SEC.12.
Ind. Code § 23-1-38-7 — Indiana Code / Title 23 / Article 1 / Chapter 38 / Section 23-1-38-7
Restated articles of incorporation
Status: in_force

Sec. 7. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 3 of this chapter.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing 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:

(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 6 of this chapter.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).

As added by P.L.149-1986, SEC.22.
Ind. Code § 23-14-58-4 — Indiana Code / Title 23 / Article 14 / Chapter 58 / Section 23-14-58-4
Lawfulness of actions
Status: in_force

Sec. 4. Actions taken under this chapter by any person acting under the direction of:

(1) a church or religious society; or

(2) the officers or governing body of a church or religious society;

are lawful.

As added by P.L.52-1997, SEC.32.
Ind. Code § 23-1-43-1 — Indiana Code / Title 23 / Article 1 / Chapter 43 / Section 23-1-43-1
"Affiliate" defined
Status: in_force

Sec. 1. As used in this chapter, "affiliate" means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person.

As added by P.L.149-1986, SEC.27.
Ind. Code § 23-19-3-3 — Indiana Code / Title 23 / Article 19 / Chapter 3 / Section 23-19-3-3
Registration under Securities Act of 1933; registration by coordination; registration statement; required information; notice
Status: in_force

Sec. 3. (a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section.

(b) A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in section 5 of this chapter and a consent to service of process complying with IC 23-19-6-11:

(1) A copy of the latest form of prospectus filed under the Securities Act of 1933.

(2) A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this article.

(3) Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the commissioner.

(4) An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.

(c) A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:

(1) A stop order under subsection (d) or section 6 of this chapter or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under section 6 of this chapter.

(2) The registration statement has been on file for at least twenty (20) days or a shorter period provided by rule adopted or order issued under this article.

(d) The registrant shall promptly notify the commissioner in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the commissioner may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The commissioner shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

(e) If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the commissioner, the registration statement is automatically effective under this article when all the conditions are satisfied or waived. If the registrant notifies the commissioner of the date when the federal registration statement is expected to become effective, the commissioner shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the commissioner intends the institution of a proceeding under section 6 of this chapter. The notice by the commissioner does not preclude the institution of such a proceeding.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-2-2.5-6 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-6
Denial or revocation of exemptions; grounds
Status: in_force

Sec. 6. The commissioner may, without a hearing, issue a stop order denying or revoking any exemption specified in sections 3, 4, or 5 with respect to an offer or sale if he finds that it is in the public interest and either:

(a) that there has been a failure to comply with any of the provisions of this chapter; or

(b) that the offer or sale would constitute misrepresentation to, or deceit or fraud on, the purchaser or offeree.

Formerly: Acts 1975, P.L.262, SEC.1.
Ind. Code § 23-1-33-3 — Indiana Code / Title 23 / Article 1 / Chapter 33 / Section 23-1-33-3
Number of directors; time for electing
Status: in_force

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the board of directors.

(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 6 of this chapter.

As added by P.L.149-1986, SEC.17.
Ind. Code § 23-13-9-1 — Indiana Code / Title 23 / Article 13 / Chapter 9 / Section 23-13-9-1
Board of directors; membership in church or religious denomination designated in resolution
Status: in_force

Sec. 1. Any university or college organized or existing as a corporation under the provision of any special law, or special charter, enacted or granted by the general assembly of this state, and having a board of directors, and being a corporation having capital stock, may, by a vote of a majority of its capital stock, at any stockholders' meeting, whether regular or special, of the stockholders of such corporation, by by-law or resolution enacted or adopted at such meeting, provided that at least four-fifths (4/5) of the members of such board of directors shall be members in good standing and full fellowship of and in any church or religious denomination as may be named or designated in such by-law or resolution, and in such by-law or resolution provide that at any election of members of such board of directors, there shall first be elected persons to the number of at least four-fifths (4/5) of the total number of members comprising such board in good standing and in full fellowship in such church or denomination: Provided, That such by-law or resolution shall be enacted or adopted by, on or before the first day of January, 1907: And provided, further, That a certified copy of such by-law or resolution, under the hand of the president of such university or college, or of its board of directors, with the corporate seal of such university or college annexed, and attested by the secretary of such university or college, be filed with the secretary of state of the state of Indiana within three (3) months from the date of the enacting or adoption of such by-law or resolution, and, upon being thus filed, such by-law or resolution shall be taken and deemed to be and as a part of the charter of such university or college.

Formerly: Acts 1905, c.83, s.1.
Ind. Code § 23-17-7-3 — Indiana Code / Title 23 / Article 17 / Chapter 7 / Section 23-17-7-3
Corporations without members
Status: in_force

Sec. 3. A corporation is not required to have members.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-31-35 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-35
Casket requirements; acceptance of human remains
Status: in_force

Sec. 35. (a) A crematory authority shall not require that human remains be placed in a casket before cremation or that human remains be cremated in a casket.

(b) A crematory authority shall not accept human remains unless the remains are delivered to the crematory authority in a casket or an alternative container. However, a crematory authority may not require that the human remains be delivered in a casket.

(c) A crematory authority shall not refuse to accept human remains for cremation because the human remains are not embalmed.

(d) A crematory authority shall not accept a casket or an alternative container if there is evidence of the leakage of body fluids.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-5-2-3 — Indiana Code / Title 23 / Article 5 / Chapter 2 / Section 23-5-2-3
Filing and recording articles of incorporation; amendment
Status: in_force

Sec. 3. Every such association shall file their articles of incorporation in the recorder's office of the county in which such association may be formed; and, upon the expense of filing and recording being paid, the recorder shall record the same in the miscellaneous book of records in the recorder's office, and such records, or a certified copy thereof, as against the subscribers of such articles of incorporation, shall be conclusive evidence of the matters and things recited in the records. Such articles may be amended from time to time in such manner as may be prescribed in the original articles of association; and amendments so made shall go into effect when filed and recorded in the recorder's office of such county. However, no such amendments shall be allowed or made which shall change the objects of any such association as defined in the original articles of association, nor add another and different object than those originally specified as required by this section.

Formerly: Acts 1875, c.5, s.3. As amended by P.L.136-2018, SEC.132.
Ind. Code § 23-15-13-3 — Indiana Code / Title 23 / Article 15 / Chapter 13 / Section 23-15-13-3
"Total transaction amount"
Status: in_force

Sec. 3. For purposes of this chapter, "total transaction amount" means the amount of the transaction prior to any tax imposed in addition to any tax imposed on the transaction and paid to the business entity, regardless of whether the tax is required to be separately stated or whether the business entity is an agent or trustee of a governmental entity. A tax under this section includes state or local taxes as defined in IC 5-36.5-1-4 and any amounts imposed by any other governmental entity other than a state or local unit.

As added by P.L.128-2026, SEC.106.
Ind. Code § 23-14-62-1 — Indiana Code / Title 23 / Article 14 / Chapter 62 / Section 23-14-62-1
Application of chapter
Status: in_force

Sec. 1. This chapter applies whenever a majority of the heads of families of a county whose dead are buried in a cemetery owned by the county, either by themselves or with others, organize a corporation for the burial of the dead and the maintenance of a cemetery.

As added by P.L.52-1997, SEC.36.
Ind. Code § 23-18.1-6-7 — Indiana Code / Title 23 / Article 18.1 / Chapter 6 / Section 23-18.1-6-7
Name
Status: in_force

Sec. 7. (a) Except as otherwise provided in this section, the name requirements found in IC 23-0.5-3 are generally applicable to all series limited liability companies.

(b) The name of a master limited liability company must contain, in addition to the requirements of IC 23-0.5-3-2(d), "-S" after the corporate ending.

(c) Except in the case of a foreign limited liability company that has adopted an alternate name under IC 23-0.5-5-6, the name of the series with limited liability must:

(1) contain the entire name of the master limited liability company;

(2) contain the word "series";

(3) be distinguishable from the names of the other series set forth in the articles of organization of the master limited liability company or the articles of designation filed for any other series of the master limited liability company; and

(4) be distinguishable from the names of any limited liability company or other business entity reserved or organized under the laws of Indiana or authorized to transact business in Indiana.

(d) In the case of a foreign limited liability company that has adopted an alternate name under IC 23-0.5-5-6, the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in Indiana.

As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.115.
Ind. Code § 23-14-31-32 — Indiana Code / Title 23 / Article 14 / Chapter 31 / Section 23-14-31-32
Receipts provided by crematory authority
Status: in_force

Sec. 32. (a) The crematory authority shall furnish a receipt to the funeral director or the funeral director's representative who delivers human remains to the crematory authority. The receipt must:

(1) be signed by both the crematory authority and the funeral director or the funeral director's representative who delivers the human remains; and

(2) contain the following information:

(A) The date and time of the delivery.

(B) The type of casket or alternative container that was delivered.

(C) The name of the person from whom the human remains were received and the name of the funeral home or other entity with whom the person is affiliated.

(D) The name of the person who received the human remains on behalf of the crematory authority.

(E) The name of the decedent.

(b) Upon the release of cremated remains, the crematory authority shall furnish a receipt to the person who receives the cremated remains from the crematory authority. The receipt must be signed by both the crematory authority and the person who receives the cremated remains and must contain the following information:

(1) The date and time of the release.

(2) The name of the person who received the cremated remains and the name of the funeral home, cemetery, or other entity with whom the person is affiliated.

(3) The name of the person who released the cremated remains on behalf of the crematory authority.

(4) The name of the decedent.

(c) The crematory authority shall retain a copy of each receipt under this section in the authority's permanent records.

As added by P.L.231-1995, SEC.2.
Ind. Code § 23-1-21-7 — Indiana Code / Title 23 / Article 1 / Chapter 21 / Section 23-1-21-7
Emergency bylaws; events constituting emergency; authorized actions
Status: in_force

Sec. 7. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

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

(1) binds the corporation; and

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

(d) An emergency exists for purposes of this section if any of the following occur:

(1) An extraordinary event that prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

(2) An attack on the United States or a location where a corporation conducts its business or customarily holds meetings of its board of directors or shareholders.

(3) A nuclear or atomic disaster.

(4) A catastrophe, including an epidemic or pandemic.

(5) A declaration of a national emergency by the United States.

(e) During an emergency described in subsection (d), the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, may take the following actions:

(1) With respect to a meeting of shareholders of the corporation, any action that the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, considers necessary to address the emergency, notwithstanding anything contrary to this article, the corporation's articles of incorporation, or bylaws, including the following:

(A) Postpone the meeting to a later time or date (with the record date for determining the shareholders entitled to notice of and to vote at the meeting that the directors postponed irrespective of the requirements set forth in IC 23-1-29-7).

(B) Conduct a meeting by means of remote communication.

(C) With respect to a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, notify stockholders of any postponement decision, including a determination to conduct a meeting by means of remote communication solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(2) With respect to any dividend that has been declared to which a record date has not occurred, change each record date and payment date to a later date, but not later than sixty (60) days after the initial record date. However, if the record date or payment date is changed, then the corporation shall issue notice to the shareholders as promptly as practicable, and in any event before the initial record date, which notice, in the case of a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, may be issued solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(f) During an emergency described in subsection (d), no person shall be liable for failure to make a shareholders' list available for inspections as required by IC 23-1-30-1, if it was not practicable to allow inspection during the emergency. However, a meeting of shareholders shall not be postponed or voided solely based upon the failure to make a shareholders' list available for inspection under IC 23-1-30-1.

As added by P.L.149-1986, SEC.5. Amended by P.L.206-2021, SEC.4.
Ind. Code § 23-1.5-1-11 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-11
"Professional service"
Status: in_force

Sec. 11. "Professional service" means any type of service that may be legally performed only by:

(1) an accounting professional;

(2) an architectural or engineering professional;

(3) an attorney;

(4) a health care professional;

(5) a veterinarian; or

(6) a real estate professional.

As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995, SEC.3.
Ind. Code § 23-4-1-13 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-13
Partnership bound by partner's wrongful act
Status: in_force

Sec. 13. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

Formerly: Acts 1949, c.114, s.13.
Ind. Code § 23-17-28-4 — Indiana Code / Title 23 / Article 17 / Chapter 28 / Section 23-17-28-4
Address of corporations; notice
Status: in_force

Sec. 4. Written notice to a domestic or foreign corporation authorized to transact business in Indiana, other than in the corporation's capacity as a member, may be addressed to the corporation's registered agent at the corporation's registered office or to the corporation's secretary at the corporation's principal office shown in the most recent filing of the corporation under this article.

As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995, SEC.22.
Ind. Code § 23-1.5-1-9 — Indiana Code / Title 23 / Article 1.5 / Chapter 1 / Section 23-1.5-1-9
"Licensing authority"
Status: in_force

Sec. 9. "Licensing authority" means the following:

(1) In the case of an accounting professional, the Indiana state board of public accountancy.

(2) In the case of an architectural professional, the board of registration for architects and landscape architects.

(3) In the case of an engineering professional, the state board of registration for professional engineers.

(4) In the case of an attorney, the Indiana supreme court.

(5) In the case of a health care professional, the board (as defined in IC 25-1-9-1) that issues the individual's license, certification, or registration.

(6) In the case of a veterinarian, the Indiana board of veterinary medicine.

(7) In the case of a professional surveyor, the state board of registration for professional surveyors.

(8) In the case of a real estate professional, the Indiana real estate commission.

As added by P.L.239-1983, SEC.1. Amended by P.L.137-1985, SEC.4; P.L.169-1985, SEC.20; P.L.150-1986, SEC.2; P.L.149-1987, SEC.16; P.L.23-1991, SEC.6; P.L.33-1993, SEC.8; P.L.229-1995, SEC.2; P.L.24-1999, SEC.1; P.L.82-2000, SEC.1; P.L.14-2002, SEC.2; P.L.57-2013, SEC.23; P.L.48-2022, SEC.3.
Ind. Code § 23-19-5-7 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-7
Qualified immunity
Status: in_force

Sec. 7. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the commissioner or designee of the commissioner, the Securities and Exchange Commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-15-12-4 — Indiana Code / Title 23 / Article 15 / Chapter 12 / Section 23-15-12-4
Investigations and examinations
Status: in_force

Sec. 4. After December 31, 2017, the department of agriculture may investigate the business affairs of any business entity that uses a term listed or described in section 3 of this chapter in its name or title or represents itself as a cooperative entity for the purpose of determining whether the business entity is violating any of the provisions of this chapter. The department of agriculture may examine any person and the partners, officers, members, or agents of the business entity under oath, subpoena witnesses, and require the production of the books, records, papers, and effects considered necessary. A business entity investigated under this subsection shall grant the department of agriculture and its agents access to any and all of the books, records, papers, and effects of the business entity.

As added by P.L.97-2017, SEC.3.
Ind. Code § 23-17-13-1 — Indiana Code / Title 23 / Article 17 / Chapter 13 / Section 23-17-13-1
Duties; reliance on statements of and information given by others; conditions for liability; director not trustee
Status: in_force

Sec. 1. (a) A director shall, based on facts then known to the director, discharge duties as a director, including the director's duties as a member of a committee, as follows:

(1) In good faith.

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(3) In a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the director's duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one (1) of the following:

(1) An officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.

(2) Legal counsel, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence.

(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(c) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director is not liable for an action taken as a director, or failure to take an action, unless the:

(1) director has breached or failed to perform the duties of the director's office in compliance with this section; and

(2) breach or failure to perform constitutes willful misconduct or recklessness.

(e) A director is not considered to be a trustee with respect to a corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.5.
Ind. Code § 23-20-1-23 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-23
Limitations on award
Status: in_force

Sec. 23. An award under this chapter may not exceed the lesser of the following:

(1) Fifteen thousand dollars ($15,000).

(2) Twenty-five percent (25%) of the amount of the out-of-pocket loss.

As added by P.L.114-2010, SEC.12.
Ind. Code § 23-0.5-9-49 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-49
Articles of conversion
Status: in_force

Sec. 49. The secretary of state shall collect the following fees for filing articles of conversion:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-0.5-9-54 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-54
Other filings permitted; requests for other facts of record
Status: in_force

Sec. 54. The secretary of state shall collect the following fees for filing any other filing required or permitted to be filed by this article, including an application for any other certificates or certification certificate (except for any such other certificates that the secretary of state may determine to issue without additional fee in connection with particular filings) and a request for other facts of record under IC 23-0.5-2-8:

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

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

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-17-25.7-3 — Indiana Code / Title 23 / Article 17 / Chapter 25.7 / Section 23-17-25.7-3
Compliance; reasonable justification for noncompliance; damages for failure to comply or provide a reasonable justification for noncompliance
Status: in_force

Sec. 3. (a) A financial institution or insurance company that receives the affidavit described in section 2(1) of this chapter shall:

(1) comply with the requirements of section 2 of this chapter; or

(2) provide to the charitable organization that submitted the affidavit described in section 2(1) of this chapter a reasonable justification for not complying with the requirements of section 2 of this chapter;

not later than sixty (60) days after receiving the affidavit.

(b) It is a reasonable justification for not complying with the requirements of section 2 of this chapter if compliance would cause a financial institution to violate:

(1) 12 U.S.C. 1829b, 12 U.S.C. 1951-1960, 31 U.S.C. 5311-5314, 31 U.S.C. 5316-5336, 31 CFR 1000-1099, or any other federal law or regulation;

(2) the rules of a self-regulatory organization registered under the federal Securities Exchange Act of 1934 (15 U.S.C. 78); or

(3) the laws of this state.

(c) If compliance with the requirements of section 2 of this chapter would cause a violation of a federal law described in subsection (b), the financial institution shall include in its reasonable justification a request to the charitable organization to provide the information required to comply with the federal law described in subsection (b).

(d) If a financial institution or insurance company fails to comply or provide a reasonable justification for not complying with the requirements of section 2 of this chapter not later than sixty (60) days after receiving the affidavit described in section 2(1) of this chapter, a court may:

(1) award the charitable organization damages sustained due to the delay in receiving the funds under section 2 of this chapter;

(2) award the charitable organization court costs, including attorney's fees; and

(3) impose a civil penalty on the financial institution or insurance company in an amount not less than five hundred dollars ($500) and not more than ten thousand dollars ($10,000) per incident.

As added by P.L.220-2025, SEC.2.
Ind. Code § 23-17-11-8 — Indiana Code / Title 23 / Article 17 / Chapter 11 / Section 23-17-11-8
Election of directors; organizational unit, geographic unit, preferential voting, or other reasonable method
Status: in_force

Sec. 8. A corporation may provide in the corporation's articles of incorporation or bylaws for election of directors by members or delegates:

(1) on the basis of a chapter or other organizational unit;

(2) by region or other geographic unit;

(3) by preferential voting; or

(4) by any other reasonable method.

As added by P.L.179-1991, SEC.1.
Ind. Code § 23-14-45-3 — Indiana Code / Title 23 / Article 14 / Chapter 45 / Section 23-14-45-3
Violation of chapter; Class C infraction
Status: in_force

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

As added by P.L.52-1997, SEC.19.
Ind. Code § 23-4-1-52 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-52
Repealed
Status: repealed

As added by P.L.230-1995, SEC.17. Repealed by P.L.118-2017, SEC.44.
Ind. Code § 23-0.5-9-22 — Indiana Code / Title 23 / Article 0.5 / Chapter 9 / Section 23-0.5-9-22
Articles of dissolution; domestic limited liability company
Status: in_force

Sec. 22. The secretary of state shall collect the following fees for filing articles of dissolution 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 § 23-20-1-28 — Indiana Code / Title 23 / Article 20 / Chapter 1 / Section 23-20-1-28
Securities restitution fund; threshold; suspension of payment of claims; proration of claims after suspension period
Status: in_force

Sec. 28. (a) If the fund would be reduced below two hundred fifty thousand dollars ($250,000) by payment in full of all awards that become final in a month, the division shall suspend payment of the claims that become final during the month and the following two (2) months.

(b) At the end of the suspension period, the division shall pay the suspended claims. If the fund would be exhausted by payment in full of the suspended claims, the amount paid to each claimant shall be prorated.

(c) To ensure the financial viability of the fund, the commissioner may:

(1) divide into installments;

(2) delay; or

(3) divide into installments and delay;

any payments owed to claimants under this chapter.

As added by P.L.114-2010, SEC.12. Amended by P.L.156-2023, SEC.17.
Ind. Code § 23-14-54-4 — Indiana Code / Title 23 / Article 14 / Chapter 54 / Section 23-14-54-4
Cremated remains
Status: in_force

Sec. 4. The remains of dead human bodies that have been cremated may be deposited in mausoleums, garden crypts, or columbaria or deposited in or on the earth.

As added by P.L.52-1997, SEC.28.
Ind. Code § 23-2-2.5-24 — Indiana Code / Title 23 / Article 2 / Chapter 2.5 / Section 23-2-2.5-24
Consent to service of process on secretary of state
Status: in_force

Sec. 24. Before a person may offer to sell franchises under this chapter, the person shall file with the commissioner, in the form that the commissioner by rule or order prescribes, an irrevocable consent appointing the secretary of state or any successor secretary of state to be the person's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the person or the person's successor, executor, or administrator that arises under this chapter or any rule or order under this chapter after the consent has been filed with the same force as if served personally on the person filing the consent. A person who has filed a consent with the commissioner for a previous registration or exemption under this chapter is not required to file another consent. The person's previous consent shall remain effective for all subsequent registrations or exemptions filed by the person under this chapter. Service shall be made in accordance with the Indiana Rules of Civil Procedure.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.1-1991, SEC.159; P.L.168-2001, SEC.13.
Ind. Code § 23-0.6-5-6 — Indiana Code / Title 23 / Article 0.6 / Chapter 5 / Section 23-0.6-5-6
Effective date of domestication; effect; liability
Status: in_force

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

(1) the domesticated entity is:

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

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

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

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

(4) except as provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

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

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

(7) the private organic rules of the domesticated entity that are to be in a record, if any, are approved as part of the plan of domestication;

(8) the interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under IC 23-0.6-1-8 and the domesticating entity's organic law; and

(9) an action or proceeding pending against the entity continues against the entity as if the domestication had not occurred.

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

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication 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 domestication becomes effective.

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

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

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

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

(e) When a domestication becomes effective, a foreign entity that is the domesticated 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 domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication becomes effective.

(g) A domestication 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 § 23-19-5-1 — Indiana Code / Title 23 / Article 19 / Chapter 5 / Section 23-19-5-1
Fraudulent or deceitful acts
Status: in_force

Sec. 1. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

(1) to employ a device, scheme, or artifice to defraud;

(2) to make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading; or

(3) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

As added by P.L.27-2007, SEC.23.
Ind. Code § 23-18-6-3 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-3
Assignment of interest; companies existing on or before June 30, 1999
Status: in_force

Sec. 3. (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 provided in a written operating agreement:

(1) an interest is assignable in whole or in part;

(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;

(3) an assignment of an interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;

(4) until the assignee of an interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the other members' right to remove the assignor under section 5(a)(3)(B) of this chapter;

(5) until an assignee of an interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and

(6) the assignor of an interest is not released from liability as a member solely as a result of the assignment.

(c) Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the interest of a member is not an assignment and does not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.7.
Ind. Code § 23-2.5-1-8 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-8
"Commissioner"
Status: in_force

Sec. 8. "Commissioner" refers to the securities commissioner appointed under IC 23-19-6-1(a).

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-14-48.5-1 — Indiana Code / Title 23 / Article 14 / Chapter 48.5 / Section 23-14-48.5-1
Application
Status: in_force

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

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

(2) a religious cemetery; or

(3) a cemetery that is ten (10) acres or less in size.

(b) This chapter applies to the whole of a cemetery described in subsection (a)(3) if, directly or indirectly:

(1) any structure is constructed above or below ground in the cemetery and interment rights in the structure are offered for sale to the general public; or

(2) the acquisition of:

(A) additional land; or

(B) an interest in additional land;

causes the cemetery to exceed ten (10) acres in size.

As added by P.L.65-2007, SEC.3. Amended by P.L.14-2018, SEC.5.
Ind. Code § 23-14-33-21 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-21
"Human remains" or "remains"
Status: in_force

Sec. 21. (a) "Human remains" or "remains" means the body of a deceased individual.

(b) The term includes:

(1) the body in any stage of decomposition; and

(2) cremated remains.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-18-6-6.1 — Indiana Code / Title 23 / Article 18 / Chapter 6 / Section 23-18-6-6.1
Withdrawal of member; companies formed after June 30, 1999
Status: in_force

Sec. 6.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Unless otherwise provided in a written operating agreement, a member may not withdraw from a limited liability company before the dissolution and winding up of the limited liability company. A member may withdraw from a limited liability company only at the time or upon the occurrence of events specified in the operating agreement and in accordance with the operating agreement.

As added by P.L.269-1999, SEC.13.
Ind. Code § 23-2-4-15 — Indiana Code / Title 23 / Article 2 / Chapter 4 / Section 23-2-4-15
Board; submission and approval of plan of operation; contents of plan; adoption of rules
Status: in_force

Sec. 15. (a) The board of directors shall submit to the commissioner a plan of operation, and such subsequent amendments to the plan as are necessary to assure the fair, reasonable, and equitable administration of the fund. The plan of operation is effective upon the commissioner's approval, which must be in writing.

(b) If the board of directors fails to submit by September 1, 1983, a plan of operation considered suitable by the commissioner, or, if at any other time the board of directors fails to submit amendments to the plan considered necessary by the commissioner, the commissioner shall adopt rules under IC 4-22-2 necessary to carry out this chapter. The rules continue in force until modified by the commissioner or superseded by a plan submitted by the board of directors and approved by the commissioner.

(c) The plan of operation shall establish:

(1) procedures for handling the assets of the fund;

(2) the method of reimbursing members of the board of directors under section 14 of this chapter;

(3) regular places and times for meetings of the board of directors;

(4) recordkeeping procedures for all financial transactions relating to the fund and the board of directors; and

(5) any additional provisions necessary for the execution of the powers and duties of the board of directors.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.3-2008, SEC.166.
Ind. Code § 23-13-5-3 — Indiana Code / Title 23 / Article 13 / Chapter 5 / Section 23-13-5-3
Procedure for accepting provisions of chapter
Status: in_force

Sec. 3. (a) All such corporations created before March 3, 1909, and existing on March 3, 1909, desiring to accept the provisions of this chapter may do so in the manner following, that is to say: At any regular meeting of the stockholders or others authorized to elect trustees or directors, such election shall be held in the usual manner; and thereupon such stockholders or electors may upon the affirmative vote of not less than two-thirds (2/3) in value of all the stock of such institution accept the provisions of this chapter for such corporation and may vote and declare that the board so elected and their successors shall be authorized and empowered thereafter from time to time to elect the directors, trustees, or other governing body of such institution; provided, also, that any university, college, or other institution of learning, the graduates of which university, college, or other institution of learning have and maintain an active alumni association, organized and operating under a constitution and bylaws and which constitution defines who shall be the active members of such alumni association and which university, college, or institution of learning is operating on March 3, 1909, under this chapter, by resolution duly passed at any regular meeting of the board of directors, trustees, or other governing body of such university, college, or institution of learning, or at a special meeting of such board of directors, trustees, or other governing body of such institution, called for that purpose, of which meeting, and the time, place, and the purpose thereof, ten (10) days notice, in writing, shall be given to all directors, trustees, or other governing body, and by a majority vote of the directors, trustees, or other governing body, may provide:

(1) that, after a date to be fixed in said resolution, and which date so fixed shall not be less than one hundred twenty (120) days from the date on which such resolution shall be passed, the number of directors, trustees, or members of the governing board thereof shall be nine (9);

(2) that five (5) of such members shall be selected by the said governing body;

(3) that four (4) of such members shall be selected by the active members of the alumni association of such university, college, or institution of learning;

(4) that of the five (5) to be selected by such governing body, one (1) shall be elected to serve for the term of one (1) year, one (1) for the term of two (2) years, and three (3) for the term of three (3) years;

(5) that of the four (4) to be elected by the alumni association, one (1) shall be elected for the term of one (1) year, one (1) for the term of two (2) years, and two (2) for the term of three (3) years, and that thereafter the term of office of all members of such governing body shall be three (3) years, except when an election is had to fill a vacancy, in which case the election shall be only for the unexpired term;

(6) that the annual meeting of such board of trustees, directors, or other governing body shall be held on the first Monday of July in each year and that the term of office of outgoing directors, trustees, or other officers of such governing body shall expire on the date of such annual meeting and that the terms of the newly elected trustees, directors, or other officers of such governing body shall commence on said date;

(7) that the officers to be elected by said alumni association shall be elected by ballot, to be cast and taken at such time and in such manner, at such time and for such candidates as may be selected by the members of such alumni association, all in accordance with a resolution duly passed by such board of directors, trustees, or other governing body of such university, college, or other educational institution.

(b) A certified copy of the resolution of the board of trustees, directors, or other governing body of such university, college, or other institution of learning, duly attested as to its passage and its correctness, filed with the secretary of state and with the recorder of the county in which such university, college, or other institution of learning is situated, shall constitute an amendment of its said charter conformable to the provisions of this chapter.

Formerly: Acts 1909, c.52, s.3; Acts 1929, c.210, s.1. As amended by P.L.34-1987, SEC.344.
Ind. Code § 23-14-33-16 — Indiana Code / Title 23 / Article 14 / Chapter 33 / Section 23-14-33-16
"Crypt"
Status: in_force

Sec. 16. "Crypt" means a chamber in a mausoleum or garden crypt that is of sufficient size to entomb the uncremated remains of a deceased individual.

As added by P.L.52-1997, SEC.7.
Ind. Code § 23-6-4-9 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-9
Purposes of corporations
Status: in_force

Sec. 9. The purposes for which a credit corporation may exist must include the following:

(1) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations that from time to time become members of the credit corporation, develop and advance the business prosperity and economic welfare of Indiana.

(2) To encourage and assist in the location of new business and industry in Indiana and to rehabilitate existing Indiana business and industry.

(3) To stimulate and assist in the expansion of all kinds of business activity, primarily through the making of loans and other extensions of credit to small business concerns, for purposes of:

(A) promoting the business development and maintaining the economic stability of Indiana;

(B) providing maximum opportunities for employment;

(C) encouraging thrift; and

(D) improving the standard of living of the citizens of Indiana.

(4) To cooperate with other organizations, public or private, the objectives of which are the promotion and advancement of industrial, commercial, agricultural, or recreational developments in Indiana.

(5) To furnish money and credit to approved and deserving applicants, primarily small business concerns, for the promotion, development, and conduct of all kinds of business activity in Indiana, and to thereby establish a source of credit not otherwise readily available to those applicants.

As added by P.L.236-1985, SEC.1.
Ind. Code § 23-1-44-9 — Indiana Code / Title 23 / Article 1 / Chapter 44 / Section 23-1-44-9
Dissenters' rights of beneficial shareholder
Status: in_force

Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to shares held on the shareholder's behalf only if:

(1) the beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(2) the beneficial shareholder does so with respect to all the beneficial shareholder's shares or those shares over which the beneficial shareholder has power to direct the vote.

As added by P.L.149-1986, SEC.28.
Ind. Code § 23-2.5-1-25 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-25
"Person"
Status: in_force

Sec. 25. "Person" means an individual, a partnership, a trust, a corporation, a limited liability company, a limited liability partnership, a sole proprietorship, a joint venture, a joint stock company, or another group or entity, however organized.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-2.5-5-6 — Indiana Code / Title 23 / Article 2.5 / Chapter 5 / Section 23-2.5-5-6
Loan processing company or loan processor violations
Status: in_force

Sec. 6. (a) If the commissioner determines that a loan processing company or loan processor has violated this article, the commissioner may issue any notice or order determined by the commissioner to be in the public interest.

(b) A notice or order issued by the commissioner under subsection (a):

(1) may include remedies; and

(2) must follow the procedural requirements;

specified in IC 23-2.5-11.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-10-2-2 — Indiana Code / Title 23 / Article 10 / Chapter 2 / Section 23-10-2-2
Society; definition
Status: in_force

Sec. 2. The word "society" in this chapter shall be deemed to include churches, associations, congregations, grand and subordinate lodges, chapters, councils, encampments, divisions, and all other orders enumerated in section 1 of this chapter.

Formerly: Acts 1852, 1RS, c.101, s.2; Acts 1895, c.10, s.2. As amended by P.L.34-1987, SEC.337.
Ind. Code § 23-2.5-7-7 — Indiana Code / Title 23 / Article 2.5 / Chapter 7 / Section 23-2.5-7-7
Branch office manager
Status: in_force

Sec. 7. (a) A loan broker that operates a branch office shall designate a unique individual to act as branch manager of the branch office.

(b) A branch manager designated under subsection (a) shall be licensed under this article as a mortgage loan originator.

As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.24.
Ind. Code § 23-0.5-1.5-21 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-21
"Limited liability partnership"
Status: in_force

Sec. 21. "Limited liability partnership" means a domestic limited liability partnership registered under or subject to IC 23-4-1-45 through IC 23-4-1-46 or a foreign limited liability partnership.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-14-48-5 — Indiana Code / Title 23 / Article 14 / Chapter 48 / Section 23-14-48-5
Duties of cemetery organized after June 30, 1997
Status: in_force

Sec. 5. (a) In addition to meeting the requirements of sections 1 through 3 of this chapter, a cemetery that:

(1) is organized after June 30, 1997, by incorporation, or any other means; or

(2) has its first burial, entombment, or inurnment after June 30, 1997;

shall, before disposing of a burial lot or right, making a sale of a burial lot or right, or making its first burial, entombment, or inurnment cause to be deposited in a financial institution one hundred thousand dollars ($100,000) in cash in the perpetual care fund established under this chapter for the maintenance of the cemetery.

(b) The cemetery owner shall designate the financial institution as trustee of the fund. The financial institution must execute an affidavit stating that it has accepted the trusteeship of the fund and that the one hundred thousand dollars ($100,000) has been deposited in the fund. The cemetery shall:

(1) exhibit the affidavit in the principal office of the cemetery;

(2) keep the affidavit available at all times for examination; and

(3) record the affidavit in the miscellaneous records in the office of the recorder of the county in which the cemetery is located.

(c) When the cemetery has deposited in the perpetual care fund, as required by this section, two hundred thousand dollars ($200,000):

(1) the cemetery shall submit proof of this fact to its trustee; and

(2) the trustee shall pay over to the cemetery one hundred thousand dollars ($100,000) that the cemetery deposited in the fund under subsection (a).

(d) This section does not apply in the case of a cemetery consisting of a columbarium or a community columbarium:

(1) installed before January 1, 2026; and

(2) owned by a nonprofit organization that:

(A) focuses on veterans;

(B) is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code; and

(C) deposits for each transfer of a niche:

(i) ten percent (10%) of the retail sale amount into the perpetual care fund established under this chapter for the maintenance of the cemetery; and

(ii) ninety percent (90%) of the retail sale amount into an irrevocable trust fund for the purpose of maintaining the grounds and facilities.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.4; P.L.3-2008, SEC.169; P.L.33-2019, SEC.5; P.L.82-2025, SEC.1.
Ind. Code § 23-2.5-1-12 — Indiana Code / Title 23 / Article 2.5 / Chapter 1 / Section 23-2.5-1-12
"Licensee"
Status: in_force

Sec. 12. "Licensee" means a person that is issued a license under this article.

As added by P.L.175-2019, SEC.2.
Ind. Code § 23-19-4.1-4 — Indiana Code / Title 23 / Article 19 / Chapter 4.1 / Section 23-19-4.1-4
"Protective agencies"
Status: in_force

Sec. 4. As used in this chapter, "protective agencies" refers to both of the following:

(1) The adult protective services unit described in IC 12-10-3-1.

(2) The commissioner.

As added by P.L.39-2016, SEC.1.
Ind. Code § 23-19-4.3-6 — Indiana Code / Title 23 / Article 19 / Chapter 4.3 / Section 23-19-4.3-6
Continuing education requirement upon termination of registration; exceptions
Status: in_force

Sec. 6. If an investment adviser representative's registration is terminated, the individual shall complete the investment adviser representative continuing education requirements for all reporting periods that occurred between the time that the investment adviser representative's registration is terminated and when the individual became registered again under IC 23-19-4 unless the investment adviser representative:

(1) passes the applicable examination described in section 3(b) of this chapter; or

(2) receives an examination waiver under section 3(c) through 3(e) of this chapter.

As added by P.L.41-2026, SEC.7.
Ind. Code § 23-18.1-4-3 — Indiana Code / Title 23 / Article 18.1 / Chapter 4 / Section 23-18.1-4-3
Establishment of classes or groups of members or managers
Status: in_force

Sec. 3. An operating agreement may also:

(1) provide for classes or groups of members or managers associated with a series having relative rights, powers, and duties as the operating agreement may provide;

(2) make provisions for the future creation of additional classes or groups of members or managers associated with the series having relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members or managers associated with the series; and

(3) provide for the taking of an action, without the vote or approval of any member or manager or class or group of members or managers, including:

(A) the amendment of the operating agreement; or

(B) an action to create, under the provisions of the operating agreement, a class or group of the series of limited liability company interests that was not previously outstanding.

As added by P.L.170-2016, SEC.19.
Ind. Code § 23-2-6-17 — Indiana Code / Title 23 / Article 2 / Chapter 6 / Section 23-2-6-17
Limitations; commodity contracts or options
Status: in_force

Sec. 17. Except as provided in sections 18 and 19 of this chapter, a person may not:

(1) sell, purchase, or offer to sell or purchase a commodity under any commodity contract or under any commodity option; or

(2) offer to enter into as seller or purchaser any commodity contract or any commodity option.

As added by P.L.177-1991, SEC.10.
Ind. Code § 23-4-1-24 — Indiana Code / Title 23 / Article 4 / Chapter 1 / Section 23-4-1-24
Extent of property rights of partner
Status: in_force

Sec. 24. The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

Formerly: Acts 1949, c.114, s.24.
Ind. Code § 23-0.5-1.5-37 — Indiana Code / Title 23 / Article 0.5 / Chapter 1.5 / Section 23-0.5-1.5-37
"Registered agent filing"
Status: in_force

Sec. 37. "Registered agent filing" means:

(1) the public organic record of a domestic filing entity;

(2) a registration statement filed under IC 23-0.5-5-3; or

(3) a designation of agent.

As added by P.L.118-2017, SEC.5.
Ind. Code § 23-18-5-3 — Indiana Code / Title 23 / Article 18 / Chapter 5 / Section 23-18-5-3
Allocation of profits and losses
Status: in_force

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned.

As added by P.L.8-1993, SEC.301.
Ind. Code § 23-6-4-8 — Indiana Code / Title 23 / Article 6 / Chapter 4 / Section 23-6-4-8
Election to accept chapter; amendment of articles of incorporation; resolution; vote of shareholders; approval; certificate of election
Status: in_force

Sec. 8. (a) Any corporation organized before January 1, 1985, under IC 23-1 (the Indiana General Corporation Act) may elect to accept this chapter, and avail itself of the rights, privileges, immunities, and franchises provided by this chapter, by filing in the office of the secretary of state the election described in subsection (b), together with amended articles of incorporation allowing it to operate under this chapter.

(b) The board of directors of a corporation desiring to accept this chapter shall, by a resolution adopted by a majority vote of the board, approve a written election setting forth:

(1) the name of the corporation;

(2) the location of its principal office;

(3) the name and post office address of its resident agent;

(4) the date of its incorporation; and

(5) a declaration that it accepts all of the terms and provisions of this chapter.

(c) The resolution of the board of directors electing to accept this chapter and the corporation's amended articles of incorporation shall be submitted to a vote of the shareholders of the corporation entitled to vote on those proposals at a designated meeting called for that purpose. The affirmative votes of the holders of at least two-thirds (2/3) of the outstanding voting shares of the corporation are required for adoption of the election and the amended articles of incorporation. If the election and the amended articles of incorporation are adopted, they shall be signed in duplicate by a current officer of the corporation, verified and affirmed subject to penalties for perjury, and presented in duplicate to the secretary of state at the secretary of state's office.

(d) Upon the presentation of an election and amended articles of incorporation adopted under this section, the secretary of state shall endorse an approval upon both of the duplicate copies of each document, if the secretary determines that they conform to law. If all fees have been paid as required by law, the secretary shall also:

(1) file one (1) copy of each document in the secretary's office;

(2) issue a certificate of election to the corporation; and

(3) return the remaining copies bearing the endorsement of the secretary's approval to the corporation.

(e) Upon the issuance of a certificate of election to a corporation by the secretary of state under subsection (d):

(1) the election becomes effective;

(2) the corporation is entitled to all of the rights, privileges, immunities, powers, and franchises, and is subject to all of the penalties, liabilities, and restrictions granted to or imposed upon credit corporations organized by this chapter; and

(3) the amendments to the corporation's articles of incorporation become effective.

As added by P.L.236-1985, SEC.1.