reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-24. Consent to Service of Process on Secretary of State

Sec. 24. Before a person may offer to sell franchises under this chapter, the person shall file with the commissioner, in the form that the commissioner by rule or order prescribes, an irrevocable consent appointing the secretary of state or any successor secretary of state to be the person's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the person or the person's successor, executor, or administrator that arises under this chapter or any rule or order under this chapter after the consent has been filed with the same force as if served personally on the person filing the consent. A person who has filed a consent with the commissioner for a previous registration or exemption under this chapter is not required to file another consent. The person's previous consent shall remain effective for all subsequent registrations or exemptions filed by the person under this chapter. Service shall be made in accordance with the Indiana Rules of Civil Procedure.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.1-1991, SEC.159; P.L.168-2001, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-26. Advertisements Containing False Statements; Notification; Hearing

Sec. 26. No person shall publish or cause to be published any advertisement concerning any franchise in Indiana after the commissioner finds that the advertisement contains any statement that is false, is misleading or omits to make any statement necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and so notifies the person in writing. Such notification may be given without notice of hearing. At any time after the issuance of a notification under this section, the person desiring to use the advertisement may request in writing that the order be rescinded. Upon the receipt of such written request, the matter shall be set down for hearing to commence within fifteen (15) days after receipt of the request unless the person making that request consents to a later date.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-27. Fraud or Deceit Unlawful

Sec. 27. It is unlawful for any person in connection with the offer, sale or purchase of any franchise, or in any filing made with the commissioner, directly or indirectly: (1) to employ any device, scheme or artifice to defraud; (2) to make any untrue statements of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading; or (3) to engage in any act which operates or would operate as a fraud or deceit upon any person.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-28. Violations; Judgment; Damages; Interest; Attorney's Fees

Sec. 28. A person who recovers judgment for a violation of this chapter may recover, as part of that judgment: (1) any consequential damages; (2) interest at eight percent (8%) on the judgment; and (3) reasonable attorney's fees; unless the defendant proves that the plaintiff knew the facts concerning the violation, or that the defendant exercised reasonable care and did not know, or, if he had exercised reasonable care, would not have known, of the facts concerning the violation.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-29. Aiders and Abettors in Violations; Joint and Several Liability

Sec. 29. Every person who materially aids or abets in an act or transaction constituting a violation of this chapter is also liable jointly and severally to the same extent as the person whom he aided and abetted, unless the person who aided and abetted had no knowledge of or reasonable grounds to believe in the existence of the facts by reason of which the liability is alleged to exist.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-30. Limitation of Actions

Sec. 30. A person may not maintain an action to enforce any liability created under this chapter unless brought before the expiration of three (3) years after discovery by the plaintiff of the facts constituting the violation.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-32. Remedies

Sec. 32. Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule adopted or order issued under this chapter, the commissioner may in the commissioner's discretion bring an action in the appropriate circuit or superior court to enjoin the acts or practices, to enforce compliance with this chapter, or to obtain any other appropriate remedy. Upon proper showing, a permanent or preliminary injunction, restraining order, declaratory judgment or other appropriate remedy shall be granted and, in addition to and independent of any other remedy granted in this section, a receiver or conservator may be appointed for the defendant or the defendant's assets. The court may not require the commissioner to post a bond.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.136-2018, SEC.128.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-33. Investigations; Proceedings; Powers; Self-Incrimination

Sec. 33. (a) The commissioner may in his discretion make such investigations as he deems necessary to determine whether any person has violated or is about to violate any provision of this chapter.
(b) For the purpose of any investigation or proceeding under this chapter, the commissioner or his representative may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the commissioner deems material to the inquiry.
(c) Upon order of the commissioner or his representative in any hearing, depositions may be taken of any witness, to be taken in the manner prescribed by law for depositions in civil actions, and made returnable to the commissioner or his representative.
(d) In case of failure by any person to obey a subpoena, the circuit or superior court, upon application by the commissioner, may issue to the person an order requiring him to appear before the commissioner, or his representative, there to produce documentary evidence, if so ordered, or to give evidence touching the matter under investigation.
(e) No person is excused from attending and testifying or from producing any document or record before the commissioner, or in obedience to the subpoena of the commissioner, or his representative, or in any proceeding instituted by the commissioner, on the grounds that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no person may be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he is compelled, after validly claiming his privilege against self-incrimination, to testify or produce evidence documentary or otherwise.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-35. Offer of Franchise Exempt From Registration Without Compliance With Ic 23-2-2.5-3 and Ic 23-2-2.5-27; Cease and Desist Order; Hearing

Sec. 35. If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this chapter is being or has been offered for sale without complying with sections 3 and 27, the commissioner may order the franchisor or offeror of such franchise to cease and desist from the further offer or sale of such franchise unless and until such offer is made in compliance with this chapter. If, after such an order has been made, a request for a hearing is filed in writing by the person affected, a hearing shall be held to commence within fifteen (15) days after the request is made, unless the person affected consents to a later date.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-36. Prosecution of Violations

Sec. 36. The commissioner may refer such evidence as is available concerning any violation of this chapter to the prosecuting attorney of the county in which the violation occurred, who may, with or without such a reference, institute appropriate criminal proceedings under this chapter. If evidence concerning violations of this chapter is referred to a prosecuting attorney, he shall within ninety (90) days file with the commissioner a written statement concerning any action taken or, if no action has been taken, the reasons therefor.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-37. Violations; Felony

Sec. 37. A person who knowingly violates this chapter commits a Level 5 felony.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by Acts 1978, P.L.2, SEC.2307; P.L.158-2013, SEC.262.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-38. Conduct Equivalent to Appointment of Secretary of State for Service of Process

Sec. 38. When any person engages in conduct prohibited by this chapter, whether or not he has filed a consent to service of process under section 24 and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his appointment of the secretary of state or his successor in office to be his attorney to receive service of any lawful process in any civil action or proceeding against him or his successor or personal representative which grows out of that conduct and which is brought under this chapter, with the same force and validity as if served on him personally. Service shall be made in accordance with the Indiana Rules of Civil Procedure.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-39. Exemption or Classification; Burden of Proof

Sec. 39. The burden of proof of the entitlement to any exemption or classification provided in this chapter, in any civil or criminal proceeding is on the party claiming the exemption or classification.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-40. Certificate of Commissioner as Evidence

Sec. 40. In any civil or criminal proceeding under this chapter a certificate duly signed by the commissioner showing compliance or noncompliance with this chapter respecting the franchise in question or respecting compliance or noncompliance with this chapter by any person constitutes prima facie evidence of such compliance or such noncompliance and is admissible in evidence in any such proceeding.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-41. Statements and Documents Filed With Secretary of State as Evidence

Sec. 41. Copies of any statements and documents filed in the office of the secretary of state and of any records of the secretary of state certified by the commissioner are admissible in any civil or criminal proceeding under this chapter to the same effect as the original of such statement, document or record would be if actually produced.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-43. Fees and Funds; Accounting; Fees for Registration and Renewal

Sec. 43. (a) All fees and funds of whatever character accruing from the administration of this chapter shall be:
(1) accounted for by the secretary of state;
(2) paid into the state treasury monthly; and
(3) placed in the same account of the state general fund as established by IC 23-19-6-1(f), from which all compensation and expenses shall be paid for the administration of this chapter.
(b) The fee for filing a form for registration by notification of the sale of franchises under section 10.5 of this chapter is five hundred dollars ($500).
(c) The fee for filing a registration renewal form under section 18 of this chapter is two hundred fifty dollars ($250).
(d) If a registration notification form or registration renewal form is denied or withdrawn, the commissioner shall retain the amount of the fee submitted under subsection (b) or (c), as applicable.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.4; P.L.168-2001, SEC.14; P.L.30-2002, SEC.2; P.L.27-2007, SEC.11; P.L.152-2020, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-44. Appeal

Sec. 44. An appeal may be taken by any person from any final order of the commissioner affecting such person in the same manner as prescribed in IC 23-19-6-9.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.27-2007, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-45. Assistance of Attorney General; Expenses

Sec. 45. In connection with the administration and enforcement of the provisions of this chapter, it is hereby made the duty of the attorney general of Indiana to render all necessary assistance to the commissioner upon the commissioner's request, and to that end the attorney general shall employ such legal and such other professional services as shall be necessary to adequately and fully perform such service under the direction of the commissioner as the demands of the securities division shall require, and any expenses so incurred by the attorney general for the purposes aforesaid shall be chargeable against and paid out of the securities division fund and if such fund is insufficient for the payment of such expenses and any expenses of the securities division incident to the administration of this chapter, then a sufficient sum of money for the payment of any such deficiency is hereby appropriated annually out of any money received by the secretary of state as fees for the incorporation and for the filing of the biennial reports of corporations.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.119-2015, SEC.24.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-46. Liability for Performance of Official Duties

Sec. 46. Neither the secretary of state nor the commissioner, nor any employee of the securities division shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under the provisions of this chapter.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-47. Construction and Purpose of Chapter

Sec. 47. All provisions of this chapter delegating and granting power to the secretary of state, the securities division and the commissioner shall be liberally construed to the end that the practice or commission of fraud may be prohibited and prevented, disclosure of sufficient and reliable information in order to afford reasonable opportunity for the exercise of independent judgment of the persons involved may be assured, in connection with the issuance, barter, sale, purchase, transfer or disposition of franchises in this state. It is the intent and purpose of this chapter to delegate and grant to and vest in the secretary of state, the securities division and the commissioner full and complete power to carry into effect and accomplish the purpose of this chapter and to charge them with full and complete responsibility for the effective administration thereof.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-48. Public Records; Inspection; Disclosure or Use of Information Restricted; Copies; Destruction

Sec. 48. (a) All registration notification forms, registration renewal forms, applications to amend registrations, reports, and other papers and documents filed with the commissioner under this chapter shall be open to public inspection. The commissioner may publish any information filed with or obtained by the commissioner. No provision of this chapter authorizes the commissioner or any of the commissioner's assistants, clerks, or deputies to disclose any information withheld from public inspection except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter or to other federal or state regulatory agencies. No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the commissioner or any of the commissioner's assistants, clerks, or deputies.
(b) It is unlawful for the commissioner or any of the commissioner's assistants, clerks, or deputies to use for personal benefit any information which is filed with or obtained by the commissioner and which is not then generally available to the public.
(c) Upon request, and at such reasonable charges as the commissioner prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified by the commissioner if certification is requested) of any document which is retained as a matter of public record, except that the commissioner shall not charge or collect any fee for photostatic or other copies of any document furnished to public officers for use in their official capacity.
(d) The commissioner may destroy any registration notification forms, together with the files and folders, as useless or obsolete, four (4) years after the date of registration; provided that a permanent record shall be maintained of any disciplinary action taken by the commissioner and of all orders issued under this chapter.
(e) Copies on microfilm or in other form which may be retained by the commissioner of any records destroyed under this section shall be accepted for all purposes as equivalent to the original when certified by the commissioner.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-49. Construction With Other Laws

Sec. 49. Nothing in this chapter shall be construed to relieve corporations or other business organizations 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 or other business organizations. This chapter shall not be construed to repeal any law now in force regulating the organization of corporations or other business organizations in Indiana, or the admission of any foreign corporation but the provisions of this chapter shall be construed to be additional to any provisions regulating the organization of a corporation or other business organization under the laws of Indiana, or the admission of a foreign corporation to do business in Indiana.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.136-2018, SEC.129.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-50. Administrative Orders and Procedures

Sec. 50. IC 4-21.5 does not apply to proceedings under this chapter.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.7-1987, SEC.103.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-51. Service Stations; Succession to Ownership by Family Member of Deceased Franchisee

Sec. 51. (a) Any designated family member of a deceased service station franchisee may succeed to the ownership of the existing agreement if all of the following conditions are met:
(1) The designated family member gives the service station franchisor written notice of the intention to succeed to the service station agreement within thirty (30) days of the service station franchisee's death.
(2) The designated family member agrees to be bound by all terms and conditions of the existing owner's franchise agreement.
(3) There is no good cause for the service station franchisor to refuse to honor the succession.
For purposes of this subsection, the grounds for termination or nonrenewal of a franchise set out in the federal Petroleum Marketing Practices Act (15 U.S.C. 2801 et seq.) constitute good cause. Notification of the refusal must be submitted to the designated family member in writing within sixty (60) days after the date of the service station franchisee's death, and must specify the reasons for the refusal. The form of the written notice required under this subsection shall be prescribed in the terms of the agreement.
(b) This section does not apply to agreements between franchisors and service station franchisees entered into or renewed before July 1, 1983.
As added by P.L.241-1983, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.7. Deceptive Franchise Practices › 23-2-2.7-3. Termination or Election Not to Renew Franchise; Notice

Sec. 3. Unless otherwise provided in the agreement, any termination of a franchise or election not to renew a franchise must be made on at least ninety (90) day's notice.
As added by Acts 1976, P.L.116, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.7. Deceptive Franchise Practices › 23-2-2.7-4. Action to Recover Damages or Reform Franchise Agreement

Sec. 4. Any franchisee who is a party to a franchise agreement entered into or renewed after July 1, 1976 which contains any provision set forth in Section 1 of this chapter or who is injured by an unfair act or practice set forth in Section 2 of this chapter may bring an action to recover damages, or reform the franchise agreement.
As added by Acts 1976, P.L.116, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.7. Deceptive Franchise Practices › 23-2-2.7-5. Franchise Defined

Sec. 5. For the purposes of this chapter, franchise means any franchise as defined in IC 23-2-2.5-1, clauses (a) (1) (2) and (3), and any agreement meeting the provisions of IC 23-2-2.5-1, clauses (a) (1) and (2) which relates to the business of selling automobiles and/or trucks and the business of selling gasoline and/or oil primarily for use in vehicles with or without the sale of accessory items.
As added by Acts 1976, P.L.116, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.7. Deceptive Franchise Practices › 23-2-2.7-6. Application of Chapter

Sec. 6. The provisions of this chapter apply only to agreements entered into or renewed, or act or practice occurring after July 1, 1976.
As added by Acts 1976, P.L.116, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.7. Deceptive Franchise Practices › 23-2-2.7-7. Limitation of Actions

Sec. 7. No action may be brought for a violation of this chapter more than two (2) years after the violation.
As added by Acts 1976, P.L.116, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-0.5. Legislative Finding; Purpose

Sec. 0.5. (a) The general assembly finds that it is often difficult for corporate shareholders to obtain sufficient information to make an informed and timely decision when faced with the questions of accepting or rejecting a takeover offer. Moreover, there have emerged a number of practices which have resulted in shareholders of Indiana corporations losing the benefits of takeover offers because they lacked the sophistication and ability to secure those benefits. These practices have included multiple proration pools, two-step transactions and similar practices, and have resulted in relatively small shareholders losing both the advantages of the takeover offer and their equity positions in the corporation.
(b) By enacting this chapter, it is the intent and purpose of the general assembly to provide for full and fair disclosure of all material information concerning takeover offers to shareholders of Indiana corporations, so that the opportunity of each shareholder to make an informed and well-reasoned investment decision may be secured. It is also the purpose of the general assembly to protect shareholders of Indiana corporations from being disadvantaged by those practices described in subsection (a). Finally, it is the purpose of the general assembly to provide for adequate disclosure and that protection in a manner consistent with the Constitutions of the United States and of Indiana.
As added by Acts 1981, P.L.215, SEC.1. Amended by P.L.242-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-2. Compliance With Designated Sections

Sec. 2. A person shall not make a takeover offer unless the offer is in compliance with sections 3, 4, 5.5, 6.5, 7, and 8 of this chapter.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.3; P.L.242-1983, SEC.3; P.L.229-1989, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-3. Statement; Filing With Commissioner; Copy to Target Company

Sec. 3. Any offeror, before making a takeover offer, shall:
(1) file any required statements with the commissioner in compliance with sections 5 and 5.5 of this chapter; and
(2) not later than the filing date of the statements, deliver a copy of each statement to the president of the target company at its principal office.
As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-4. Statement; Consent to Service of Process; Filing Fee

Sec. 4. Each statement required under section 5 or 5.5 of this chapter must be accompanied by:
(1) a consent of the offeror to service of process specified in IC 23-19-6-11; and
(2) a filing fee of seven hundred fifty dollars ($750).
As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.3; P.L.27-2007, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-5.5. Definitions; Application of Section

Sec. 5.5. (a) The definitions in IC 23-1-20 apply to this section, except to the extent of any conflict with section 1 of this chapter.
(b) This section applies to:
(1) a foreign corporation incorporated under a law other than the law of the United States or any state of the United States (as defined in IC 1-1-4-1); or
(2) a person who is not a citizen of the United States.
(c) This section does not apply to the initiation of a new business in Indiana by a person subject to this section.
(d) Notwithstanding any other provision of this title, a person subject to this section may not make a takeover offer unless the person files a statement with the commissioner under this subsection.
(e) The statement filed under subsection (d) must state the following:
(1) The financial sources to be used by the person in the takeover offer.
(2) The proposed consummation date of the takeover.
As added by P.L.229-1989, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-6.5. Terms of Offer; Requisites; Number of Offerees

Sec. 6.5. No takeover offer may be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than any or all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.
As added by P.L.242-1983, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-7. Hearing; Findings and Order; Notices; Expenses; Right to Appear; Insurance Companies

Sec. 7. (a) A hearing shall be held at any time within twenty (20) business days after the required statements under sections 5 and 5.5 of this chapter are filed. If, following the hearing, and within twenty (20) business days after a statement is filed, the commissioner finds by a preponderance of the evidence that:
(1) the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer; or
(2) the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms; the commissioner shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications.
(b) At least five (5) days notice shall be given to the target company, the offeror, and such other persons as the commissioner may designate that a hearing will be held under this section.
(c) The expenses, including the cost of transcripts, of all hearings held under this section shall be borne by the offeror. As security for the payment of the expenses, the offeror shall file with the commissioner an acceptable bond or other deposit in an amount determined by the commissioner.
(d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this chapter and to become a party to the proceeding. Each such person has the right to present evidence, examine and cross-examine witnesses, offer oral written arguments and, in connection with the proceeding may conduct discovery proceedings in the manner provided in the Indiana Rules of Trial Procedure. The commissioner may employ any sanction or power granted courts in the Indiana Rules of Trial Procedure, excluding the power of contempt, to enforce the commissioner's discovery rulings or orders.
(e) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising the offerees of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be tendered, or purchased by the offeror, until after approval by both the securities commissioner and the insurance commissioner. All expenses of notifying the offerees shall be borne by the offeror.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.4; P.L.242-1983, SEC.5; P.L.229-1989, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-8. Purchase of Shares; Prohibition

Sec. 8. No shares shall be purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the commissioner.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-8.4. Subsequent Acquisition of Equity Securities by Offeror; Equivalent Terms; Limitation

Sec. 8.4. No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms.
As added by P.L.242-1983, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-8.5. Statements of Material Fact; Omissions; False or Misleading Statements; Fraudulent, Deceptive, or Manipulative Acts

Sec. 8.5. In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices.
As added by Acts 1981, P.L.215, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-8.6. Exempt Acquisitions; Notice and Hearing to Precede Order

Sec. 8.6. (a) The provisions of sections 2 through 7 of this chapter do not apply to the following:
(1) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class.
(2) An acquisition of equity securities of a target company having seventy-five (75) or fewer holders of record of equity securities at the time of the takeover offer.
(3) An acquisition determined by order of the commissioner to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.
(b) An order may only be adopted under subsection (a)(3) of this section after a hearing. Not less than five (5) business days' notice of a hearing must be given to the target company, the offeror, and such other persons as the commissioner may designate.
(c) The burden of establishing entitlement to any exemption is on the offeror.
As added by Acts 1981, P.L.215, SEC.7. Amended by P.L.242-1983, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-9. Administration of Chapter; Regulations; Immunity

Sec. 9. (a) This chapter shall be administered by the secretary of state of Indiana by and through the commissioner, who may exercise all powers granted to the commissioner under IC 23-19.
(b) Subject to the approval of the secretary of state, the commissioner may promulgate regulations necessary to carry out the purposes of this chapter under IC 4-22-2.
(c) Neither the secretary of state, nor the securities commissioner, nor any employee of the securities division, shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under the provisions of this chapter.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.8; P.L.27-2007, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-10. Cease and Desist Orders; Injunctions; Subpoenas; Production of Books and Papers

Sec. 10. (a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any regulation or order adopted under this chapter, the commissioner may investigate and issue orders and notices, including ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any circuit or superior court in the name and on behalf of the state of Indiana against any person or persons participating in or about to participate in a violation of this chapter to enjoin those persons from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter. In any court proceedings, the commissioner may apply for and on due showing be entitled to have issued the court's subpoena requiring:
(1) the appearance of any defendant or his employees or agents to testify and give evidence concerning the acts or conduct or things complained of; or
(2) the production of documents, books and records;
as may appear necessary for the hearing of the petition.
(b) Whenever any person has engaged or is about to engage in any act or practice constituting a violation of this chapter or any regulation or order adopted under this chapter, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the circuit or superior court of the county where the target company has its principal office or Marion County to enjoin that person from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter.
(c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this chapter or any regulation or order of the commissioner. The court may not require the commissioner to post a bond.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 3.1. Takeover Offers › 23-2-3.1-11. Appeal; Notice; Transcript; Disposition on Appeal

Sec. 11. An appeal may be taken by any offeror, target company, or other party to any proceeding before the commissioner from any final order of the commissioner to the court of appeals for errors of law under the same terms and conditions as govern appeals in ordinary civil actions, except as otherwise provided in this section. An assignment of errors that the decision, ruling, or order of the commissioner is contrary to law is sufficient to present both the sufficiency of the facts found to sustain the decision, ruling, or order, and the sufficiency of the evidence to sustain the findings of facts upon which it was rendered. Within twenty (20) days from the entry of an order, the commissioner shall be served with a written notice of the appeal which states the grounds upon which a reversal of the final order is sought and with a demand in writing for a certified transcript of the record and of all papers on file in the commissioner's office affecting or relating to that order. The commissioner shall within twenty (20) days after service of the notice of appeal make, certify, and deliver to the appellant the transcript. The appellant shall, within five (5) days after the receipt of the transcript, file the transcript and a copy of the notice of appeal with the clerk of the court. The notice of appeal shall stand as the appellant's assignment of errors. If the order of the commissioner is reversed, the court shall direct the commissioner's further action in the matter, including the making and entering of any order and the conditions, limitations, or restrictions to be contained in the order. However, the commissioner is not barred from later revoking or altering the order for any proper cause which may later accrue or be discovered. If the order is affirmed, the appellant may file a new disclosure statement after thirty (30) days from the ruling of the court of appeals if the disclosure statement is not otherwise barred or limited. The appeal does not suspend the operation of the order appealed from during the pendency of the appeal unless upon proper order of the court.
As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.10; P.L.3-1989, SEC.138.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-2. Application of Chapter

Sec. 2. This chapter applies to any person who:
(1) enters into a continuing care agreement in Indiana to provide care at a continuing care retirement community located either inside Indiana or outside Indiana;
(2) enters into a continuing care agreement outside Indiana to provide care at a continuing care retirement community located in Indiana;
(3) extends the term of an existing continuing care agreement in Indiana to provide care at a continuing care retirement community located either inside Indiana or outside Indiana;
(4) extends the term of an existing continuing care agreement outside Indiana to provide care at a continuing care retirement community located in Indiana; or
(5) solicits the execution of a continuing care agreement by persons in Indiana.
As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-5. Annual Disclosure Statement; Contents; Fee

Sec. 5. (a) Each year after the initial year in which a continuing care retirement community is registered under section 3 of this chapter, the provider shall file with the commissioner not later than four (4) months after the end of the provider's fiscal year, unless otherwise extended by the written consent of the commissioner under subsection (c), an annual disclosure statement which shall consist of the financial information set forth in section 4(11) of this chapter.
(b) The annual disclosure statement required to be filed with the commissioner under this section shall be accompanied by an annual filing fee of one hundred dollars ($100), which shall be paid to the commissioner not later than four (4) months after the end of the provider's fiscal year, regardless whether the commissioner issues an extension under subsection (c).
(c) The commissioner may, by issuing a written statement, extend the time in which a provider files its annual disclosure statement. However, an extension under this subsection shall not allow an annual disclosure statement to be filed later than twelve (12) months after the end of the provider's fiscal year. The commissioner may request information from a provider to determine whether an extension is necessary.
(d) A provider that receives an extension under subsection (c) and has not filed its annual disclosure statement during the period specified in subsection (a) shall inform all prospective residents, in a manner prescribed by the commissioner, that the provider has received an extension for filing its annual disclosure statement.
As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.2; P.L.153-2009, SEC.7; P.L.205-2021, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-6. Disclosure Statements; Amendment

Sec. 6. (a) A provider shall amend its initial or annual disclosure statement filed with the commissioner under section 3 and section 5 of this chapter at any time if necessary to prevent the initial or annual disclosure statement from containing any material misstatement of fact or omission of a material fact.
(b) Upon the sale of a continuing care retirement community to a new provider, the new provider shall amend the currently filed disclosure statement to reflect the fact of sale and any other fact that would be required to be disclosed under section 4 of this chapter if the new provider were filing an initial disclosure statement.
As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-7. Delivery of Disclosure Statements to Persons Executing Agreements

Sec. 7. (a) Prior to the execution of a continuing care agreement, a provider shall deliver to the contracting party and the prospective resident a copy of the initial disclosure statement and the latest annual disclosure statement.
(b) After the execution of a continuing care agreement, a provider shall provide, upon request, a copy of the initial disclosure statement and the latest annual disclosure statement.
As added by Acts 1982, P.L.145, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-7.5. Termination of Contract

Sec. 7.5. (a) This section does not apply to a continuing care retirement community registered before July 1, 2009.
(b) A continuing care agreement may be terminated for any of the following reasons:
(1) The provider has determined that the resident is inappropriate for living in the care setting.
(2) The resident is unable to fully pay the periodic charges because the resident inappropriately divested the assets and income the resident identified at the time of admission to meet the ordinary and customary living expenses for the resident.
(3) Providing assistance to the resident would jeopardize the financial solvency of the provider and the other residents being served by the provider.
(4) The resident has requested a termination of the agreement as allowed under the agreement.
As added by P.L.153-2009, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 4. Supervision of Continuing Care Contracts › 23-2-4-9. Offense

Sec. 9. A person who knowingly or intentionally fails to comply with any of the registration or disclosure requirements of sections 3, 4, 5, 6, or 7 of this chapter commits a Class A infraction.
As added by Acts 1982, P.L.145, SEC.1.