reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-7.5. Revocation of Dissolution

Sec. 7.5. (a) A limited liability company may revoke its dissolution within one hundred twenty (120) days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization for dissolution permitted revocation of the dissolution by action of the managers alone. If the authorization for dissolution permitted revocation of the dissolution by action of the managers alone, the managers may revoke the dissolution without member action.
(c) After the revocation of dissolution is authorized, the limited liability company may revoke the dissolution by delivering to the secretary of state for filing articles of dissolution and articles of revocation of dissolution. The articles of revocation of dissolution must set forth the following:
(1) The name of the limited liability company.
(2) The effective date of the revocation of dissolution.
(3) The date that the revocation of dissolution was authorized.
(4) If applicable, a statement that the limited liability company's members or managers revoked the dissolution.
(5) If the limited liability company's members or managers revoked a dissolution authorized by the members or managers, a statement that the authorization permitted revocation of the dissolution by action of the members or of the managers alone.
(d) Unless otherwise specified, a revocation of dissolution is effective when articles of revocation of dissolution are filed.
(e) A revocation of dissolution relates back to and takes effect as of the effective date of the dissolution. A limited liability company whose dissolution is revoked resumes carrying on business as if there had been no dissolution.
As added by P.L.130-2006, SEC.33. Amended by P.L.1-2007, SEC.164.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-8. Claims

Sec. 8. (a) As used in this section, "claim" does not include a contingent liability or a claim based on an event occurring after the date of dissolution.
(b) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.
(c) The dissolved limited liability company shall notify known claimants in writing of the dissolution at any time after the dissolution. The written notice must contain the following:
(1) The amount that the dissolved limited liability company believes will satisfy the claim.
(2) A statement that the creditor has the right to dispute the amount of the claim and a description of the procedure for disputing the amount of the claim.
(3) A mailing address where a dispute of the amount of the claim may be sent.
(4) The deadline for receiving disputing claims. The deadline may not be less than sixty (60) days after the effective date of the written notice.
(5) A statement that the claim will be fixed at the amount specified by the dissolved limited liability company if a dispute of the amount of the claim is not received by the deadline.
(d) If the amount of the claim is disputed, the claimant must notify the dissolved limited liability company of the dispute by the deadline. If the dissolved limited liability company rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not more than ninety (90) days after the effective date of the limited liability company's rejection notice.
(e) The amount of the claim is fixed under one (1) of the following conditions:
(1) The claimant does not notify the dissolved limited liability company by the deadline.
(2) The claimant has notified the dissolved limited liability company of a dispute and has received a rejection notice and does not commence a proceeding within ninety (90) days from the effective date of the rejection notice.
(f) Regardless of a dispute in the amount of the claim, the dissolved limited liability company must tender to the claimant the amount of the claim specified in the notice of the claim given under subsection (c) not more than thirty (30) days after the earlier of the following dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding to enforce the claim.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-9. Notice of Dissolution

Sec. 9. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice.
(b) The notice must meet the following requirements:
(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if there is none in Indiana its registered office, is or was last located.
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced not more than two (2) years after the publication of the notice.
(c) If the dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company not more than two (2) years after the publication date of the notice:
(1) A claimant who did not receive written notice under section 8 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.
(3) A claimant whose claim is contingent or based on an event occurring after the date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved limited liability company to the extent of its undistributed assets; or
(2) if the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 9. Voluntary Dissolution › 23-18-9-10. Claimants Not Found or Incompetent to Receive Assets; Deposits for Safekeeping; Disbursement Upon Proof of Entitlement

Sec. 10. Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official must pay to the creditor, claimant, or member or a representative of the creditor, claimant, or member that amount.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 13. Applicability of Other Provisions › 23-18-13-1. Application of State and Federal Constitutions; Ic 1-1

Sec. 1. All provisions of the Constitution of the United States, the Constitution of the State of Indiana, and IC 1-1 apply to this article.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 13. Applicability of Other Provisions › 23-18-13-2. References

Sec. 2. All references to this article in the articles of organization, operating agreement, and other rules that govern the internal affairs of a limited liability company are considered references to IC 23-0.5 and IC 23-0.6 also.
As added by P.L.118-2017, SEC.109.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 1. Application › 23-18.1-1-2. Applicability of Other Laws

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 1. Application › 23-18.1-1-4. Limited Liability Company Law Applicable

Sec. 4. Except as otherwise provided in this article, IC 23-18 is generally applicable to all series limited liability companies.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 1. Application › 23-18.1-1-5. Certificate of Designation and Operating Agreement Consistent With This Article

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 2. Definitions › 23-18.1-2-3. "Articles of Designation"

Sec. 3. "Articles of designation" means:
(1) the articles of designation described in IC 23-18.1-6-2; and
(2) any amended or restated articles of designation.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 2. Definitions › 23-18.1-2-4. "Foreign Master Limited Liability Company"

Sec. 4. "Foreign master limited liability company" means a foreign limited liability company that:
(1) has filed a certificate of authority under this article; and
(2) is organized under a law that allows for the designation of one (1) or more series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 2. Definitions › 23-18.1-2-5. "Master Limited Liability Company"

Sec. 5. "Master limited liability company" means a limited liability company that is formed under this article whose articles of organization authorize the designation of one (1) or more series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 2. Definitions › 23-18.1-2-6. "Operating Agreement"

Sec. 6. "Operating agreement" means an operating agreement, as amended from time to time, adopted for the governance of a master limited liability company. The term includes an operating agreement that:
(1) sets forth the governance of any series; or
(2) refers to a separate series agreement.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 2. Definitions › 23-18.1-2-7. "Series"

Sec. 7. "Series", in the context of a series limited liability company, means a limited liability company series of interest established from time to time by the filing of articles of designation that:
(1) has separate rights, powers, or duties with respect to specified property or obligations; and
(2) to the extent provided for in an operating agreement, may have a separate business purpose or investment objective from that of:
(A) the master limited liability company; or
(B) any other series of the master limited liability company.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-1. Organized as Master Limited Liability Company or Foreign Master Limited Liability Company; Designation of Series

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series.
(b) A foreign master limited liability company must be:
(1) authorized to transact business in Indiana in accordance with IC 23-0.5-5; and
(2) organized under a law that allows for the designation of one (1) or more series.
Its articles of organization must authorize the designation of one (1) or more series.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.110.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-2. Election of Series Limited Liability Company by Existing Limited Liability Company; Amending Articles of Incorporation; Unanimous Consent

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, a statement that the limited liability company is authorized to designate one (1) or more series.
(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-3. Plan of Merger, Consolidation, Conversion, or Share Exchange; Unanimous Consent

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3.
(b) If:
(1) a domestic entity that is not a series limited liability company is a party to:
(A) a merger, consolidation, or conversion; or
(B) the exchanging entity in a share exchange; and
(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a series limited liability company;
the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by unanimous consent of the members, shareholders, or partners, as applicable.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.111.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-4. Terminating Status; Unanimous Consent

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization required under section 1 of this chapter. All associated series terminate upon the effective date of the amendment.
(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-5. Plan of Merger, Consolidation, Conversion, or Share Exchange Affecting Status; Unanimous Consent

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3.
(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a limited liability company as a series limited liability company, the plan must be adopted by unanimous consent of the members in order to be effective.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.112.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 3. Series Limited Liability Status › 23-18.1-3-6. Requirements for Sale, Lease, Exchange, or Other Disposition of Assets

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company is not effective unless one (1) or more of the following apply:
(1) The transaction is in the usual and regular course of business.
(2) The transaction is approved by two-thirds (2/3) of the members, unless otherwise provided for in the operating agreement.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-2. Establishment of Designated Series of Members, Managers, or Limited Liability Company Interests

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-3. Establishment of Classes or Groups of Members or Managers

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-4. Series With Limited Liability Treated as Separate Entity; Authority of Series

Sec. 4. (a) A series with limited liability must be treated as a separate entity to the extent set forth in the articles of organization of the master limited liability company.
(b) Each series with limited liability may, in its own name, do all the following:
(1) Contract.
(2) Hold title to assets, including real, personal, and intangible property.
(3) Grant liens and security interests.
(4) Sue and be sued.
(5) Otherwise conduct business and exercise the powers of a limited liability company under this article.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-5. Agreement by Member or Manager to Be Obligated for Debts, Obligations, and Liabilities

Sec. 5. In an operating agreement for a master limited liability company or in another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one (1) or more series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-6. Management of Series

Sec. 6. (a) A series may be managed, as provided in an operating agreement or series agreement, as applicable, by:
(1) the member or members associated with the series; or
(2) a manager or managers chosen by the members of the series.
(b) Unless otherwise provided in an operating agreement, the management of a series must be vested in the members associated with the series.
(c) If the operating agreement provides for a manager or managers, the manager or managers have the authority to manage the business or affairs of the series, except to the extent that the operating agreement reserves the authority to any members or class or group of members of the series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-7. Cease to Be Manager of Series; Limitation of Effect

Sec. 7. Except as otherwise provided in an operating agreement, any event under this article or in an operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager of the master limited liability company or with respect to any other series of the master limited liability company.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-8. Assignment, Transfer, or Redemption of Member's Limited Liability Company Interest; Cease Association With Series; Limitation of Effect

Sec. 8. (a) Unless otherwise provided in the operating agreement, a member ceases to:
(1) be associated with a series; and
(2) have the power to exercise any rights or powers of a member with respect to the series;
upon the assignment, transfer, or redemption of all the member's limited liability company interest with respect to the series.
(b) Except as otherwise provided in an operating agreement, any event under this article or an operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the:
(1) member to cease to be associated with any other series or terminate the continued membership of a member in the master limited liability company; or
(2) termination of the series, regardless of whether the member was the last remaining member associated with the series, unless the business of the series is not continued as provided for under IC 23-18-9-1.1(c).
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-9. Voting Rights

Sec. 9. (a) An operating agreement may grant to:
(1) all or certain identified members or managers; or
(2) a specified class or group of members or managers;
associated with a series the right to vote separately or with all or any class or group of the members or managers associated with the series, on any matter.
(b) Voting by members or managers associated with a series may be on a per capita, number, financial interest, class, group, or any other basis.
(c) An operating agreement may provide that any member or class or group of members associated with a series has no voting rights.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 4. Formation › 23-18.1-4-10. Elections by Master Limited Liability Company and Any Series

Sec. 10. (a) A master limited liability company and any of its series may elect any of the following:
(1) To consolidate their operations as a single taxpayer to the extent permitted under applicable law.
(2) To work cooperatively.
(3) To contract jointly.
(4) To be treated as a single business for purposes of qualification to do business in Indiana or any other state.
(b) Any elections under subsection (a) do not affect the limitation of liability set forth in IC 23-18.1-5-1 except to the extent that two (2) or more series have specifically accepted joint or joint and several liability by contract.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 5. Limits on Liability › 23-18.1-5-1. Liability Limited; Conditions

Sec. 1. (a) Notwithstanding any other law, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company if all the following apply:
(1) The operating agreement so provides.
(2) The operating agreement of the master limited liability company establishes or provides for the establishment of one (1) or more series.
(3) The records maintained for the series account for the assets associated with the series separately from the other assets of the master limited liability company and any other series of the master limited liability company.
(4) Notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the master limited liability company.
(5) The master limited liability company has filed articles of designation for each series that is to have limited liability under this section.
(b) Unless otherwise specifically provided in the operating agreement, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to:
(1) the master limited liability company generally are not enforceable against the assets of a particular series; or
(2) any series of the master limited liability company are not enforceable against the assets of any other series of the master limited liability company.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 5. Limits on Liability › 23-18.1-5-2. Holding of Assets; Accounting for Assets Separately

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 5. Limits on Liability › 23-18.1-5-3. Notice of Limitation on Liabilities Established

Sec. 3. The fact that:
(1) the articles of organization of a master limited liability company contain the notice of the limitation on liabilities of a series as required by section 1 of this chapter; and
(2) articles of designation for the series are on file with the office of the secretary of state;
constitutes notice of the limitation on liabilities of a series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-1. Forming Master Limited Liability Company; Authority to Designate Series

Sec. 1. A master limited liability company is formed by filing articles of organization with the office of the secretary of state. In addition to the requirements established in IC 23-18-2-4, a master limited liability company must state in its articles of organization that it is authorized to designate one (1) or more series.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-2. Filing Articles of Designation for Each Series; Contents; Existence of Series

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-3. Amending Series; Contents of Articles of Designation

Sec. 3. (a) A series with limited liability may be amended by filing with the secretary of state articles of designation.
(b) The articles of designation must contain all the following to amend the series:
(1) The name of the series.
(2) The date that the articles of designation forming the series were filed.
(3) The amendment to the articles of designation.
(c) Articles of designation of a series may be amended at any time that the members determine if the articles of designation, as amended, contain only provisions that may be lawfully contained in articles of designation at the time the amendment is made.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-4. Dissolution; Contents of Articles of Designation; Dissolution Decree; Effect

Sec. 4. (a) A series with limited liability may be dissolved by filing with the secretary of state articles of designation. The articles of designation must contain all the following to dissolve the series:
(1) The name of the series being dissolved.
(2) The date the articles of designation forming the series were filed.
(3) The date dissolution occurred.
(b) The master limited liability company and any series of the master limited liability company may be voluntarily or administratively dissolved in the same manner as provided for in IC 23-18-9 and IC 23-0.5-6.
(c) On application by or for a member or manager associated with a series, the circuit or superior court of the county in which the master limited liability company's:
(1) principal office; or
(2) if there is no principal office in Indiana, registered office;
is located, may decree dissolution of the series whenever it is not reasonably practicable to carry on the business of the series in conformity with the operating agreement of the master limited liability company.
(d) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the master limited liability company or any other series of the master limited liability company. The dissolution of a series does not affect the limitation on liabilities of the series provided in IC 23-18.1-5.
(e) The dissolution of the master limited liability company shall cause the dissolution of any series of the master limited liability company.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.113.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-5. Execution of Articles of Designation

Sec. 5. Articles of designation of a series may be executed by the master limited liability company or any manager, person, or entity designated as an officer or authorized person or entity to execute contracts or certificates in the operating agreement for the master limited liability company.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-6. Application of Fees

Sec. 6. The fees established in IC 23-0.5-9 apply to any documents under this article delivered to the secretary of state for filing.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.114.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-7. Name

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-8. Maintaining a Registered Agent

Sec. 8. (a) A master limited liability company must continuously maintain a registered agent in Indiana as required under IC 23-0.5-4-1.
(b) The registered agent of the master limited liability company serves as the agent and office for service of process in Indiana for each series of the master limited liability company.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.116.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions › 23-18.1-6-9. Biennial Report

Sec. 9. (a) The master limited liability company shall file a biennial report as required under IC 23-0.5-2-13.
(b) A biennial report of the master limited liability company serves as the biennial report for each series of the master limited liability company.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.117.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 7. Foreign Series Limited Liability Companies › 23-18.1-7-1. Foreign Master Limited Liability Company; Register to Do Business

Sec. 1. (a) A foreign master limited liability company, as permitted in the jurisdiction of its organization, that has:
(1) established one (1) or more series having separate rights, powers, or duties; and
(2) limited the liabilities of the series so that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to:
(A) a particular series, are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company; and
(B) the master limited liability company generally or any other series of the master limited liability company, are not enforceable against the assets of the series;
may, on behalf of itself or any of its series, register to do business in Indiana in accordance with IC 23-0.5-5-3.
(b) Any series of a foreign master limited liability company described in subsection (a) may, on behalf of the series, register to do business in Indiana in accordance with IC 23-0.5-5-3.
As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.118.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 7. Foreign Series Limited Liability Companies › 23-18.1-7-2. Limitation of Liability; Requirements; Articles of Designation Filed for Each Series

Sec. 2. (a) The limitation of liability under this chapter must be stated on the application for certificate of authority for a foreign master limited liability company.
(b) Articles of designation must be filed for each series being registered to do business in Indiana.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 7. Foreign Series Limited Liability Companies › 23-18.1-7-3. Liability Limited

Sec. 3. Unless otherwise provided in the operating agreement and to the extent provided under the laws of the jurisdiction of organization of the foreign master limited liability company, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to:
(1) a particular series of a foreign master limited liability company, are enforceable against the assets of the series only, and not against the assets of the foreign master limited liability company generally or any other series of the foreign master limited liability company;
(2) a foreign master limited liability company generally, are not enforceable against the assets of a particular series of the foreign master limited liability company; or
(3) any series of the foreign master limited liability company, are not enforceable against the assets of any other series of the foreign master limited liability company.
As added by P.L.170-2016, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18.1. Series Limited Liability Companies › Chapter 7. Foreign Series Limited Liability Companies › 23-18.1-7-4. Registration in Foreign Jurisdiction

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 1. General Provisions › 23-19-1-0.2. Application of Predecessor Act

Sec. 0.2. (a) The predecessor act exclusively governs all actions or proceedings that are pending on June 30, 2008, or may be instituted on the basis of conduct occurring before July 1, 2008, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after June 30, 2008, whichever is earlier.
(b) All effective registrations under the predecessor act and all administrative orders relating to the registrations, rules, statements of policy, interpretive opinions, declaratory rulings, no-action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this article had not been enacted, and are considered to have been filed, issued, or imposed under this article, but are exclusively governed by the predecessor act.
(c) The predecessor act exclusively applies to an offer or sale made within one (1) year after June 30, 2008, under an offering made in good faith before July 1, 2008, on the basis of an exemption available under the predecessor act.
As added by P.L.220-2011, SEC.384. Amended by P.L.152-2020, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 1. General Provisions › 23-19-1-3. Federal Statutes

Sec. 3. As used in this article:
(1) "Securities Act of 1933" (15 U.S.C. 77a et seq.);
(2) "Securities Exchange Act of 1934" (15 U.S.C. 78a et seq.);
(3) "Public Utility Holding Company Act of 1935" (15 U.S.C. 79 et seq.);
(4) "Investment Company Act of 1940" (15 U.S.C. 80a-1 et seq.);
(5) "Investment Advisers Act of 1940" (15 U.S.C. 80b-1 et seq.);
(6) "Employee Retirement Income Security Act of 1974" (29 U.S.C. 1001 et seq.);
(7) "National Housing Act" (12 U.S.C. 1701 et seq.);
(8) "Commodity Exchange Act" (7 U.S.C. 1 et seq.);
(9) "Internal Revenue Code" (26 U.S.C. 1 et seq.);
(10) "Securities Investor Protection Act of 1970" (15 U.S.C. 78aaa et seq.);
(11) "Securities Litigation Uniform Standards Act of 1998" (112 Stat. 3227);
(12) "Small Business Investment Act of 1958" (15 U.S.C. 661 et seq.); and
(13) "Electronic Signatures in Global and National Commerce Act" (15 U.S.C. 7001 et seq.);
mean those statutes, and the rules and regulations adopted under those statutes, as in effect on July 1, 2008.
As added by P.L.27-2007, SEC.23. Amended by P.L.3-2008, SEC.171; P.L.7-2015, SEC.48.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 1. General Provisions › 23-19-1-4. Construction in Relation to Corporation

Sec. 4. Nothing in this article shall be construed to relieve corporations from making reports required by law to be made to the secretary of state or any other state officer, or paying the fees to be paid by corporations. This article shall not be construed to repeal any law regulating the organization of corporations in this state, or the admission of any foreign corporation, but the provisions of this article shall be construed to be additional to any provisions regulating the organization of a corporation under the laws of this state, or the admission of a foreign corporation to do business in this state.
As added by P.L.27-2007, SEC.23.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 1. General Provisions › 23-19-1-5. Official Comments Incorporated

Sec. 5. Official comments adopted and published by the:
(1) secretary of state Indiana uniform securities act advisory committee; and
(2) National Conference of Commissioners on Uniform State Laws to the extent the comments are not inconsistent with the comments adopted by the committee under subdivision (1);
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 this article's construction and application.
As added by P.L.27-2007, SEC.23.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 2. Exemptions From Registration of Securities › 23-19-2-2.3. Internet Web Site Operators

Sec. 2.3. (a) This section applies to an offering under section 2(27)(O) of this chapter that is made exclusively through one (1) or more Internet web sites and each Internet web site.
(b) As required by section 2(27)(O)(ii) of this chapter, the Internet web site operator shall register with the division by filing a statement, accompanied by the filing fee established by the commissioner, that includes all the following:
(1) That the Internet web site operator is a business entity organized under the laws of Indiana and authorized to do business in Indiana.
(2) That the Internet web site is being used to offer and sell securities pursuant to the exemption under section 2(27) of this chapter.
(3) The identity and location of, and contact information for, the Internet web site operator.
(4) Except as provided in subsection (c), that the Internet web site operator is registered as a broker-dealer under IC 23-19-4.
(c) The Internet web site operator is not required to register as a broker-dealer if all the following apply with respect to the Internet web site and its operator:
(1) It does not offer investment advice or recommendations.
(2) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet web site.
(3) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet web site.
(4) It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.
(5) The fee it charges an issuer for an offering of securities on the Internet web site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet web site, or a combination of the fixed and variable amounts.
(6) It does not identify, promote, or otherwise refer to any individual security offered on the Internet web site in any advertising for the Internet web site.
(7) It does not engage in any other activities that the division, by rule, determines are prohibited of the Internet web site.
(8) Neither the Internet web site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet web site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933 (17 CFR 230.506(d)(1)) that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933 (17 CFR 230.506(d)) from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933 (17 CFR 230.506(a) to 17 CFR 230.506(c)).
As added by P.L.106-2014, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 19. Indiana Uniform Securities Act › Chapter 2. Exemptions From Registration of Securities › 23-19-2-3. Additional Exemptions; Waivers

Sec. 3. A rule adopted or order issued under this article may exempt a security, transaction, or offer; a rule under this article may exempt a class of securities, transactions, or offers from any or all of the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4; and an order under this article may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 1 and 2 of this chapter.
As added by P.L.27-2007, SEC.23.