reglab/housing_qa huggingface dataset:
IN Code § 28-13-2-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-2. Subscription Agreement; Powers of Directors; Consideration; Escrowed or Restricted Shares for Future Services or Benefits

Sec. 2. (a) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to this section.(b) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(c) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including the following:(1) Cash.(2) Promissory notes.(3) Services performed.(4) Contracts for services to be performed.(5) Other securities of the corporation. If shares are authorized to be issued for promissory notes or for promises to provide services in the future, the corporation shall report in writing to the shareholders the number of shares authorized to be so issued with or before the notice of the next shareholders' meeting. However, a corporation that is subject to the Securities Exchange Act of 1934, as amended, satisfies the reporting requirement of this subsection by complying with the proxy disclosure provisions of that act.(d) The corporation may issue shares for the consideration received or to be received as the board of directors determines to be adequate. The determination by the board of directors is conclusive with regard to the adequacy of consideration for the issuance of shares and with regard to whether the shares are validly issued, fully paid, and nonassessable.(e) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued are fully paid and nonassessable.(f) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against the purchase price until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.210.
IN Code § 28-13-2-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-3. Shareholder Liability for Corporate Acts or Indebtedness

Sec. 3. (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or the corporation's creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-2-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-4. Pro Rata Shares; Share Dividend or Split; Record Date of Dividend

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of at least one (1) class or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:(1) the articles of incorporation so authorize;(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or(3) there are no outstanding shares of the class or series to be issued.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-2-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-5. Purchase Rights, Options, or Warrants; Corporate Shares or Other Securities

Sec. 5. A corporation, acting through the corporation's board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration and may be issued pro rata.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-2-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-6. Share Certificates; Contents; Requisites; Validity of Signature

Sec. 6. (a) Shares may 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 the shares are represented by certificates.(b) At a minimum each share certificate must state on the certificate face the following:(1) The name of the issuing corporation and that the corporation is organized under Indiana law.(2) The name of the person to whom issued.(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:(1) 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; or(2) each certificate may state conspicuously on the 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 designated in the bylaws or by the board of directors; and(2) may bear the seal or a facsimile of the seal of the corporation.(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 remains valid.As added by P.L.14-1992, SEC.163. Amended by P.L.79-1998, SEC.89.
IN Code § 28-13-2-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-7. Classes or Series of Shares Without Certificates; Furnishing Shareholder Information

Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 6(b) and 6(c) of this chapter, and, if applicable, section 8 of this chapter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-2-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-8. Shares Subject to Registration or Transfer Restrictions; Previously Issued Shares; Enforcement of Restrictions Against Holder or Transferee

Sec. 8. (a) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.(b) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(c) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and the restriction's existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7(b) of this chapter. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(d) A restriction on the transfer or registration of transfer of shares is authorized:(1) to preserve exemptions under federal or state securities law; or(2) for any other reasonable purpose.(e) A restriction on the transfer or registration of transfer of shares may do any of the following:(1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively, or simultaneously an opportunity to acquire the restricted shares.(2) Obligate the corporation or other persons separately, consecutively, or simultaneously to acquire the restricted shares.(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-2-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 2. Issuance of Shares|28-13-2-9. Expenses Payable From Consideration Received for Shares

Sec. 9. A corporation may pay the expenses of:(1) selling or underwriting the corporation's shares; and(2) organizing or reorganizing the corporation;from the consideration received for shares.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-3-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares|28-13-3-1. Unissued Shares; Acquisition Rights Subject to Articles of Incorporation

Sec. 1. The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-3-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares|28-13-3-2. Security Convertible Into or Carrying Right to Subscribe for or Acquire Shares; Election to Have Preemptive Rights; Applicable Principles

Sec. 2. (a) For purposes of sections 1 and 2 of this chapter, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or similar words) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue the shares.(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though the waiver is not supported by consideration.(3) There is no preemptive right with respect to any of the following:(A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, the corporation's subsidiaries, or the corporation's affiliates.(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, the corporation's subsidiaries, or the corporation's affiliates.(C) Shares authorized in the articles of incorporation that are issued within six (6) months from the effective date of incorporation.(D) Shares sold otherwise than for money or promissory notes.(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of the class.(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-3-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares|28-13-3-3. Acquisition of Own Shares by Corporation; Reduction of Authorized Shares; Contents of Articles; Treasury Shares; Unlawful Reduction of Shares Producing Insolvency

Sec. 3. (a) A corporation may acquire its own shares pursuant to an adopted resolution that is submitted to and approved by the director prior to such acquisition of shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.(b) If the board resolution or articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(c) Articles of amendment for purposes of subsections (b) and (f):(1) may be adopted by the board of directors without shareholder action;(2) shall be delivered to the director of the department for approval or disapproval; and(3) if approved by the director of the department, shall be delivered to the secretary of state for filing by the director of the department.(d) The articles filed with the secretary of state must state the following:(1) The name of the corporation.(2) The reduction in the number of authorized shares, itemized by class and series.(3) The action resulting in the reduction and a copy of the board resolution authorizing the action.(4) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.(e) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares.(f) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, as provided in subsection (c), treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares. Such shares may be canceled by the adoption of a board resolution stating that the shares are to be canceled. The resolution shall be submitted to and approved by the director.(g) A reduction of the issued and outstanding shares of capital stock of a corporation that renders the corporation insolvent is not lawful.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-4-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-1. Power of Board of Directors to Make Distributions

Sec. 1. A board of directors may authorize and the corporation may make distributions to the corporation's shareholders subject to restriction by the articles of incorporation and the limitations in section 3 of this chapter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-4-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-2. Share Dividend or Distribution Dates of Record, Declaration, and Payment

Sec. 2. The board of directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution to the shareholders of the corporation. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a repurchase or reacquisition of shares, the record date is the date the board of directors authorizes the distribution.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-4-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-3. Dividends; Approval of Department Required; Retained Net Income; Exemption From Approval Requirements

Sec. 3. (a) A corporation may declare a dividend of so much of the undivided profits of the corporation as is considered expedient by the board of directors.(b) A corporation must obtain the approval of the department for the payment of a dividend if the total of all dividends declared by the corporation during the calendar year, including the proposed dividend, would exceed the sum of the net income for the year to date combined with its retained net income for the previous two (2) years.(c) As used in subsection (b), "retained net income" means the net income of a specified period, calculated under the consolidated report of income instructions, less the total amount of all dividends declared for the specified period.(d) The department may establish criteria for a corporation to be exempt from the dividend approval requirements of this section. In establishing the criteria, the department shall consider:(1) the corporation's composite uniform financial institutions rating assigned as a result of the corporation's most recent federal or state examination, or in the case of a corporate fiduciary, the corporate fiduciary rating assigned as a result of the corporate fiduciary's most recent state examination;(2) the resulting Tier 1 leverage capital ratio; and(3) the existence of any corrective or supervisory order or agreement.As added by P.L.14-1992, SEC.163. Amended by P.L.122-1994, SEC.119; P.L.262-1995, SEC.84; P.L.176-1996, SEC.28; P.L.11-1998, SEC.22; P.L.90-2008, SEC.77.
IN Code § 28-13-4-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-4. Withdrawal of Capital Stock Prohibited

Sec. 4. A corporation may not, during the time it continues in business as such, withdraw or authorize or permit to be withdrawn any portion of the capital stock in the form of dividends or otherwise.As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.85; P.L.258-2003, SEC.25.
IN Code § 28-13-4-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-5. Impairment of Capital Prohibited; Maximum Dividend

Sec. 5. (a) A corporation may not declare or pay any dividends to its shareholders in any form if, by the payment of the dividends, its capital stock will be thereby impaired.(b) Unless approved by the director, a corporation may not pay a dividend in an amount greater than the remainder of undivided profits then on hand after deducting losses, bad debts, or depreciation that the department may have determined, and all other expenses.(c) A corporation must obtain department approval before reducing the corporation's capital stock, capital surplus, or preferred stock.As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.86; P.L.258-2003, SEC.26; P.L.73-2016, SEC.29.
IN Code § 28-13-4-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-7. Protective Order for Increase of Capital and Surplus or Reduction of Deposits; Time Period for Compliance; Increase in Capital by Corporate Fiduciary

Sec. 7. (a) The department may, if the department considers it necessary for the protection of the depositors, require any bank or trust company, savings bank, or savings association to increase the capital and surplus or to reduce the amount of the deposits of the bank or trust company, savings bank, or savings association. The department shall, in arriving at a decision whether to order a bank or trust company, savings bank, or savings association to increase the capital and surplus or reduce the amount of the deposits for the protection of the depositors of the bank or trust company, savings bank, or savings association, take into consideration the following:(1) Quality of management.(2) Liquidity of assets.(3) History of earnings and the retention of earnings.(4) Quality and character of ownership.(5) Burden of occupancy expenses.(6) Potential volatility of deposit structure.(7) Quality of operating procedures.(8) Capacity to meet present and future needs of the area served, considering its competition.(b) If the department determines that an increase in the capital and surplus or decrease in the deposits is necessary, the department shall enter an order fixing the amount of the increase or decrease. The order shall be complied with within the time period fixed by the order.(c) The department may require a corporate fiduciary to increase its capital. In deciding whether to order a corporate fiduciary to increase its capital, the department shall take into consideration the following:(1) Quality of management.(2) Liquidity of assets.(3) History of earnings and the retention of earnings.(4) Quality and character of ownership.(5) Burden of occupancy expenses.(6) Quality of operating procedures.(7) Ability to administer fiduciary accounts in a prudent manner consistent with applicable laws or regulations.(d) If the department determines that an increase in capital under subsection (c) is necessary, the department shall enter an order fixing the amount of the increase. The order must be complied with within the period fixed by the order.As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.88; P.L.258-2003, SEC.28; P.L.213-2007, SEC.103; P.L.217-2007, SEC.101.
IN Code § 28-13-4-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 4. Dividends and Other Distributions|28-13-4-9. Parity of Shareholder Distribution With Corporate Indebtedness to Unsecured Creditors

Sec. 9. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is on a parity with the corporation's indebtedness to the corporation's general, unsecured creditors except to the extent subordinated by agreement.As added by P.L.14-1992, SEC.163.