reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 4. Conversion › 23-0.6-4-5. Articles of Conversion; Contents; Filing; Effective Date

Sec. 5. (a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b) Articles of conversion must contain:
(1) the name, jurisdiction of organization, and type of the converting entity;
(2) the name (which must satisfy the requirements of applicable law), jurisdiction of organization, and type of the converted entity;
(3) if the articles of conversion are not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(5) if the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(6) if the converted entity is a foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.
(c) Articles of conversion may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.
(d) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
(e) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(f) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this article to articles of conversion refer to the plan of conversion filed under this subsection.
(g) Articles of conversion are effective upon the date and time of filing or the later date and time specified in the articles of conversion.
(h) If the converted entity is a domestic entity, the conversion becomes effective when the articles of conversion are effective. If the converted entity is a foreign entity, the conversion becomes effective on the later of:
(1) the date and time provided by the organic law of the converted entity; or
(2) when the articles of conversion are effective.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.36; P.L.177-2019, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 5. Domestication › 23-0.6-5-1. Authorization of Domestication

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication 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 the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 5. Domestication › 23-0.6-5-2. Plan of Domestication; Contents

Sec. 2. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1) the name and type of entity of the domesticating entity;
(2) the name and jurisdiction of formation of the domesticated entity;
(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) the proposed public organic record of the domesticated entity if it is a filing entity;
(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the organic rules of the domesticating entity.
(b) In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 5. Domestication › 23-0.6-5-3. Approval of Plan of Domestication

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 5. Domestication › 23-0.6-5-4. Amendment or Abandonment of Plan of Domestication; Articles of Abandonment; Contents

Sec. 4. (a) A plan of domestication of a domestic domesticating entity may be amended:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by its governing persons or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
(B) the public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating entity and before articles of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after articles of domestication have been delivered to the secretary of state for filing, articles of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the time the articles of domestication become effective. The articles of abandonment take effect on filing, and the domestication is abandoned and does not become effective. Articles of abandonment must contain:
(1) the name of the domesticating entity;
(2) the date on which articles of domestication were filed by the secretary of state; and
(3) a statement that the domestication has been abandoned in accordance with this section.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 5. Domestication › 23-0.6-5-5. Articles of Domestication; Contents; Filing; Effective Date

Sec. 5. (a) Articles of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.
(b) Articles of domestication must contain:
(1) the name, jurisdiction of formation, and type of entity of the domesticating entity;
(2) the name (which must satisfy the requirements of applicable law) and jurisdiction of formation of the domesticated entity;
(3) if the articles of domestication are not to be effective upon filing, the later date and time on which the articles of domestication will become effective, which may not be more than ninety (90) days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;
(5) if the domesticated entity is a domestic filing entity, its public organic record, as an attachment; and
(6) if the domesticated entity is a foreign entity that is not a registered foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to section 6(e) of this chapter.
(c) Articles of domestication may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.
(d) In addition to the requirements of subsection (b), articles of domestication may contain any other provision not prohibited by law.
(e) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(f) A plan of domestication that is signed by a domesticating domestic entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this article to articles of domestication refer to the plan of domestication filed under this subsection.
(g) Articles of domestication are effective on the date and time of filing or the later date and time specified in the articles of domestication.
(h) A domestication in which the domesticated entity is a domestic entity becomes effective when the articles of domestication are effective. A domestication in which the domesticated entity is a foreign entity becomes effective on the later of:
(1) the date and time provided by the organic law of the domesticated entity; or
(2) when the articles of domestication become effective.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.37; P.L.177-2019, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 6. Miscellaneous Provisions › 23-0.6-6-1. Application and Construction

Sec. 1. In applying and construing this article, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 6. Miscellaneous Provisions › 23-0.6-6-2. Effect on Application of Federal Electronic Signatures Law

Sec. 2. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. 7003(b).
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.6. Uniform Business Organization Transactions Act › Chapter 6. Miscellaneous Provisions › 23-0.6-6-3. Effect on Actions or Proceedings Commenced or Rights Accrued Before January 1, 2018

Sec. 3. This article does not affect an action or proceeding commenced or a right accrued before January 1, 2018.
As added by P.L.118-2017, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17. Construction and Application › 23-1-17-2. Amendment or Repeal of Law

Sec. 2. The general assembly has power to amend or repeal all or part of this article at any time, and all domestic and foreign corporations subject to this article are governed by the amendment or repeal.
As added by P.L.149-1986, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17. Construction and Application › 23-1-17-3. Application; Domestic Corporations; References

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17. Construction and Application › 23-1-17-3.1. Application; Domestic Railroad Corporations

Sec. 3.1. (a) This article applies to a domestic railroad corporation incorporated before July 1, 1990, if:
(1) the corporation's board of directors adopts a resolution electing to have this article apply to the corporation;
(2) the resolution specifies the date this article will apply to the corporation; and
(3) the resolution is filed in the office of the secretary of state before the date specified under subdivision (2).
(b) The following do not apply to a railroad corporation incorporated under this article:
(1) IC 8-4-1-1 through IC 8-4-1-12.
(2) IC 8-4-2 through IC 8-4-6.
(3) IC 8-4-8.
(4) IC 8-4-11-1.
(5) IC 8-4-12-6.
(6) IC 8-4-13 through IC 8-4-14.
(7) IC 8-4-16.
(8) IC 8-4-21 through IC 8-4-22.
(9) IC 8-4-24.
(c) Unless otherwise specified in a resolution described under subsection (a), a reference to a statute listed under subsection (b) that is contained in the articles of association of a railroad corporation incorporated under this article shall be treated as a reference to the Indiana Business Corporation Law (IC 23-1).
(d) A reference in a statute, other than a statute listed under subsection (b), to a railroad incorporated under a statute listed under subsection (b) shall be considered to include a railroad corporation to which this article applies.
As added by P.L.75-1990, SEC.2. Amended by P.L.1-1993, SEC.190.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17. Construction and Application › 23-1-17-4. Application; Foreign Corporations

Sec. 4. After July 31, 1987, this article applies to all foreign corporations that want to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1987, is subject to this article but is not required to obtain a new certificate of authority to transact business under this article.
As added by P.L.149-1986, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17. Construction and Application › 23-1-17-5. Official Comments

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17.3. Transitional Provisions › 23-1-17.3-1. "Repealed Statute"

Sec. 1. As used in this chapter, "repealed statute" refers to any of the following repealed by P.L.149-1986:
(1) IC 23-1-1.
(2) IC 23-1-2.
(3) IC 23-1-3.
(4) IC 23-1-4.
(5) IC 23-1-5.
(6) IC 23-1-6.
(7) IC 23-1-7.
(8) IC 23-1-8.
(9) IC 23-1-9.
(10) IC 23-1-10.
(11) IC 23-1-11.
(12) IC 23-1-12.
(13) IC 23-3.
As added by P.L.220-2011, SEC.378.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17.3. Transitional Provisions › 23-1-17.3-2. Effect of Repeal of Repealed Statute

Sec. 2. Except as provided in section 3 of this chapter, the repeal of a repealed statute does not affect any of the following:
(1) The operation of the repealed statute or any action taken under it before its repeal, including (without limitation) the continuing validity of a corporation's articles of incorporation and bylaws, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors and shareholders, and corporate name, all as adopted by any domestic corporation before August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, to the same extent that any of these would have been valid had the repealed statute not been repealed.
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the repealed statute before its repeal.
(3) Any violation of the repealed statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.
(4) Any proceeding, reorganization, or dissolution commenced under the repealed statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if it had not been repealed.
As added by P.L.220-2011, SEC.378.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17.3. Transitional Provisions › 23-1-17.3-3. Effect of Reduction by p.l.149-1986 of Penalty or Punishment

Sec. 3. If a penalty or punishment imposed for violation of a repealed statute is reduced by P.L.149-1986, the penalty or punishment if not already imposed shall be imposed in accordance with P.L.149-1986.
As added by P.L.220-2011, SEC.378.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17.3. Transitional Provisions › 23-1-17.3-4. Status of Resident Agent and Resident Agent Address Under p.l.149-1986

Sec. 4. Effective August 1, 1987, each resident agent and resident agent's address existing on that date shall be considered the registered agent and registered office, respectively, required by P.L.149-1986.
As added by P.L.220-2011, SEC.378.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 17.3. Transitional Provisions › 23-1-17.3-5. Status of Rights and Preferences of Shares Under p.l.149-1986

Sec. 5. Effective August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, any existing certificate of resolution of a board of directors designating and stating rights and preferences of shares shall be considered a part of the corporation's articles of incorporation for purposes of P.L.149-1986.
As added by P.L.220-2011, SEC.378.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-2. "Articles of Incorporation"

Sec. 2. "Articles of incorporation" means the original articles of incorporation and all amendments and restatements of the articles of incorporation. If an amendment of the articles of incorporation or any other document filed under this article restates the articles of incorporation in their entirety, the articles of incorporation may not include any prior documents.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-3.5. "Beneficial Owner"

Sec. 3.5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, means a person that:
(1) individually or with or through any of its affiliates or associates beneficially owns the shares, directly or indirectly;
(2) individually or with or through any of its affiliates or associates, has:
(A) the right to acquire the shares at any time, under any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; or
(B) the right to vote the shares under any agreement, arrangement, or understanding.
However, a person is not a beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange, and a person is not a beneficial owner of shares under clause (B) if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Securities Exchange Act of 1934 and is not then reportable on a Schedule 13D under the Securities Exchange Act of 1934 or any comparable or successor report;
(3) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except as provided in subdivision (2)), or disposing of the shares with any other person that beneficially owns or whose affiliates or associates beneficially own the shares, directly or indirectly; or
(4) has any derivative instrument that includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the subject shares.
As added by P.L.133-2009, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-4. "Conspicuous"

Sec. 4. "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it. "Conspicuous" includes the following:
(1) Printing in italics or boldface or contrasting color.
(2) Typing in capitals or underlined.
(3) Placement of text in a separate or otherwise noticeable location.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-5. "Corporation; Domestic Corporation"

Sec. 5. "Corporation" or "domestic corporation" means a corporation for profit that is not a foreign corporation, incorporated under or subject to the provisions of this article.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-6. "Deliver" or "Delivery"

Sec. 6. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-6.5. "Derivative Instrument"

Sec. 6.5. "Derivative instrument" means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to an equity security or similar instrument with a value derived in whole or in part from the value of an equity security, whether or not the instrument or right is subject to settlement in the underlying security or otherwise.
As added by P.L.133-2009, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-7. "Distribution"

Sec. 7. (a) "Distribution" means a direct or indirect transfer of money or other property (except a corporation's own shares) or incurrence or transfer of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares under IC 23-1-28. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.
(b) The term does not include:
(1) amounts constituting reasonable compensation for past or present services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefit program; or
(2) the making of or payment or performance upon a bona fide guaranty or similar arrangement by a corporation to or for the benefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of a payment or performance to satisfy subdivision (2), is not determinative of whether the amount, payment, or performance is a distribution.
As added by P.L.149-1986, SEC.4. Amended by P.L.130-2006, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-8.5. "Electronic Transmission" or "Electronically Transmitted"

Sec. 8.5. "Electronic transmission" or "electronically transmitted" means the transmission of an electronic record (as defined in IC 26-2-8-102(9)). The time and place of sending and of delivery by electronic means is governed by IC 26-2-8-114.
As added by P.L.133-2009, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-10. "Entity"

Sec. 10. "Entity" includes the following:
(1) Domestic corporation and foreign corporation.
(2) Not-for-profit corporation.
(3) Corporation incorporated under any other statute.
(4) Profit and not-for-profit unincorporated association.
(5) Business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest.
(6) Other entity (as defined in IC 23-1-20-17.5).
(7) State, United States, and foreign government.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-14. "Individual"

Sec. 14. "Individual" includes the guardianship estate of an incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a decedent.
As added by P.L.149-1986, SEC.4. Amended by P.L.33-1989, SEC.20.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-15. "Mail"

Sec. 15. "Mail" means:
(1) first class, certified, or registered United States mail, postage prepaid; or
(2) private carrier service, fees prepaid or billed to the sender.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-17.5. "Other Entity"

Sec. 17.5. "Other entity" means:
(1) a limited liability company;
(2) a limited liability partnership;
(3) a limited partnership;
(4) a general partnership;
(5) a business trust;
(6) a real estate investment trust; or
(7) any entity that:
(A) is formed under the requirements of applicable law; and
(B) is not a corporation.
As added by P.L.133-2009, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-19. "Principal Office"

Sec. 19. "Principal office" means the office (in or out of Indiana) so designated in the annual or biennial report where the principal executive offices of a domestic or foreign corporation are located.
As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-21. "Record Date"

Sec. 21. "Record date" means the date established under IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by the corporation for determining the identity of its shareholders for purposes of this article.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-22. "Secretary"

Sec. 22. "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under IC 23-1-36-1 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-24. "Shareholder"

Sec. 24. "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted pursuant to a recognition procedure or a disclosure procedure established under IC 23-1-30-4.
As added by P.L.149-1986, SEC.4. Amended by P.L.145-1988, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-24.5. "Sign" or "Signature"

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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-25. "State"

Sec. 25. "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-28. "Voting Group"

Sec. 28. "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this article are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this article to vote generally on the matter are for that purpose a single voting group.
As added by P.L.149-1986, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 20. General Definitions › 23-1-20-30. Persons or Entities Constituting One Shareholder

Sec. 30. (a) For purposes of this article, each of the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one (1) shareholder:
(1) Three (3) or fewer coowners. However, if there are four (4) or more coowners, each coowner shall be counted as a shareholder.
(2) A corporation, limited liability company, partnership, trust, estate, or other entity.
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this article, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
As added by P.L.149-1986, SEC.4. Amended by P.L.8-1993, SEC.302.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-1. Incorporators; Filing Articles of Incorporation

Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing.
As added by P.L.149-1986, SEC.5. Amended by P.L.52-2018, SEC.38.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-2. Articles of Incorporation; Contents

Sec. 2. (a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of IC 23-1-23-1 (before its repeal) or IC 23-0.5-3;
(2) the number of shares the corporation is authorized to issue;
(3) the street address of the corporation's initial registered office in Indiana and the name of its initial registered agent at that office; and
(4) the name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law regarding:
(A) the purpose or purposes for which the corporation is organized;
(B) managing the business and regulating the affairs of the corporation;
(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) a par value for authorized shares or classes of shares; and
(E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and
(3) any provision that under this article is required or permitted to be set forth in the bylaws.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this article.
As added by P.L.149-1986, SEC.5. Amended by P.L.118-2017, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-3. Date of Corporate Existence; Filing of Articles as Evidence of Valid Existence

Sec. 3. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
As added by P.L.149-1986, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-4. Persons Acting on Behalf of Nonexistent Corporation; Liability

Sec. 4. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this article, are jointly and severally liable for all liabilities created while so acting.
As added by P.L.149-1986, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-5. Organizational Meeting

Sec. 5. (a) After incorporation:
(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by electing or appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation; and
(3) if a corporation, under IC 23-1-33-1(c), will not have a board of directors, the subscribers shall hold an organizational meeting to complete the organization of the corporation.
(b) An action required or permitted by this article to be taken by incorporators or subscribers at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents that describe the action taken and that are signed by each incorporator or subscriber.
(c) An organizational meeting may be held in or out of Indiana.
As added by P.L.149-1986, SEC.5. Amended by P.L.226-1989, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 21. Incorporation › 23-1-21-6. Bylaws

Sec. 6. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
As added by P.L.149-1986, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 22. Powers and Purposes › 23-1-22-1. Purpose of Corporation; Law Governing

Sec. 1. (a) Every corporation incorporated under this article has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this article unless provisions for incorporation of corporations engaging in that business exist under that statute.
As added by P.L.149-1986, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 22. Powers and Purposes › 23-1-22-3. Emergencies; Powers; Meetings

Sec. 3. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(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 an extraordinary event 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.
As added by P.L.149-1986, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 22. Powers and Purposes › 23-1-22-4. Procedures Regulating Transactions Resulting in Change of Control

Sec. 4. (a) In addition to any other provision contained in its articles of incorporation or bylaws or authorized by any other provision of this article, a corporation may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result in a change of control of such corporation.
(b) For purposes of this section and any procedure established under this section, "control" means:
(1) for any corporation having one hundred (100) or more shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than ten percent (10%) of the voting shares of a corporation's outstanding voting shares; and
(2) for any corporation having fewer than one hundred (100) shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than fifty percent (50%) of the voting shares of the corporation's outstanding voting shares.
(c) A procedure established under this section may be adopted:
(1) in a corporation's original articles of incorporation or bylaws;
(2) by amending the articles of incorporation; or
(3) notwithstanding that a vote of the shareholders would otherwise be required by any other provision of this article or the articles of incorporation for the adoption or implementation of all or any portion of the procedure, by amending the bylaws.
As added by P.L.149-1986, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 22. Powers and Purposes › 23-1-22-5. Challenging Corporation's Power to Act; Ultra Vires Acts

Sec. 5. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) in a proceeding by a shareholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the attorney general under IC 23-1-47-1.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
As added by P.L.149-1986, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 25. Shares Generally › 23-1-25-1. Authorization of Shares in Articles of Incorporation

Sec. 1. (a) The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 2 of this chapter.
(b) The articles of incorporation must authorize:
(1) one (1) or more classes of shares that together have unlimited voting rights; and
(2) one (1) or more classes of shares (that may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one (1) or more classes of shares that have one (1) or more of the following characteristics:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.
(2) Are redeemable or convertible as specified in the articles of incorporation:
(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B) for cash, indebtedness, securities, or other property; and
(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
As added by P.L.149-1986, SEC.9.