reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 52. Records › 23-1-52-2. Shareholder's Right to Inspect and Copy Records

Sec. 2. (a) Subject to section 3(c) of this chapter, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 1(e) of this chapter if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.
(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:
(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a).
(2) Accounting records of the corporation.
(3) The record of shareholders.
(c) A shareholder may inspect and copy the records identified in subsection (b) only if:
(1) the shareholder's demand is made in good faith and for a proper purpose;
(2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(3) the records are directly connected with the shareholder's purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(e) This section does not affect:
(1) the right of a shareholder to inspect records under IC 23-1-30-1 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(2) the power of a court, independently of this article, to compel the production of corporate records for examination.
As added by P.L.149-1986, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 52. Records › 23-1-52-3. Inspection by Agent or Attorney; Copies; Costs; List of Shareholders

Sec. 3. (a) A shareholder's agent or attorney, if authorized in writing, has the same inspection and copying rights as the shareholder represented.
(b) The right to copy records under section 2 of this chapter includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 2(b)(3) of this chapter by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
As added by P.L.149-1986, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 52. Records › 23-1-52-4. Court Order for Inspection and Copying; Costs; Restrictions

Sec. 4. (a) If a corporation does not allow a shareholder who complies with section 2(a) of this chapter to inspect and copy any records required by that subsection to be available for inspection, the circuit or superior court of the county where the corporation's principal office (or, if none in Indiana, its registered office) is located may order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with sections 2(b) and 2(c) of this chapter may apply to the circuit or superior court in the county where the corporation's principal office (or, if none in Indiana, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it shall impose the restrictions provided by section 5 of this chapter on the use and distribution of the records by the demanding shareholder.
As added by P.L.149-1986, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 52. Records › 23-1-52-5. Use and Distribution of Information

Sec. 5. (a) The use and distribution of any information acquired from records inspected or copied under the rights granted by this chapter or by IC 23-1-30-1 are restricted solely to the proper purpose described with particularity under section 2(c) of this chapter.
(b) This section applies whether the use and distribution are by the shareholder, the shareholder's agent or attorney, or any person who obtains the information (directly or indirectly) from the shareholder or agent or attorney.
(c) The shareholder, the shareholder's agent or attorney, and any other person who obtains the information shall use reasonable care to ensure that the restrictions imposed by this section are observed.
As added by P.L.149-1986, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 53. Reports › 23-1-53-1. Annual Financial Statements

Sec. 1. (a) On written request of any shareholder, a corporation shall prepare and mail to the shareholder annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year most recently completed, an income statement for that year, and a statement of changes in shareholders' equity for that year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1) stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 53. Reports › 23-1-53-2. Repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.27; P.L.145-1988, SEC.8. Repealed by P.L.133-2009, SEC.42.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 53. Reports › 23-1-53-3. Repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.28; P.L.96-1993, SEC.2; P.L.228-1995, SEC.11; P.L.11-1996, SEC.12. Repealed by P.L.118-2017, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 54. Miscellaneous Provisions › 23-1-54-2. Preemptive Rights in Existence Under Prior Law

Sec. 2. Shareholders' preemptive rights in existence on July 31, 1987 (or on the date specified by a resolution of the board of directors of a corporation adopted under IC 23-1-17-3(b)), under prior law continue in effect as created under prior law. However, if the corporation's articles of incorporation are amended under this article with respect to preemptive rights, then all shareholders' preemptive rights are subject to this article after the amendment is effective.
As added by P.L.149-1986, SEC.38.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 54. Miscellaneous Provisions › 23-1-54-3. Indiana Business Law Survey Commission

Sec. 3. (a) The Indiana business law survey commission is established for the purpose of considering recommendations to the general assembly, from time to time, concerning amendments to this article, IC 23-17, or any other corporation, limited liability company, or partnership laws, or new or additional legislation affecting corporations, limited liability companies, partnerships, or other business entities (domestic or foreign) authorized to do business or doing business in Indiana.
(b) The commission consists of fourteen (14) members, appointed by the governor, who shall serve without compensation and without reimbursement for expenses. The secretary of state also shall serve as an ex officio member.
(c) The commission shall conduct its proceedings and affairs according to such rules as it may prescribe.
(d) The commission may publish official comments.
As added by P.L.145-1988, SEC.9. Amended by P.L.226-1989, SEC.3; P.L.179-1991, SEC.26; P.L.8-1993, SEC.306; P.L.130-2006, SEC.20.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 55. Intention to Sell Sexually Explicit Materials › 23-1-55-1. Application

Sec. 1. This chapter does not apply to a person who sells sexually explicit materials on June 30, 2008, unless the person changes the person's business location after June 30, 2008.
As added by P.L.92-2008, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 55. Intention to Sell Sexually Explicit Materials › 23-1-55-2. Registration of the Intent to Offer for Sale or to Sell Sexually Explicit Materials

Sec. 2. A person (as defined in IC 35-31.5-2-234) that intends to offer for sale or sell sexually explicit materials shall register with the secretary of state the intent to offer for sale or sell sexually explicit materials and provide a statement detailing the types of materials that the person intends to offer for sale or sell.
As added by P.L.92-2008, SEC.1. Amended by P.L.114-2012, SEC.46.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 55. Intention to Sell Sexually Explicit Materials › 23-1-55-3. Notification of Registration to Local Officials

Sec. 3. (a) As used in this section, "local officials of the county" refer to all of the following:
(1) The county executive.
(2) If a person described in section 2 of this chapter intends to locate in a municipality, the executive of the municipality.
(3) A local entity that supervises a zoning board in the county.
(b) After receiving a registration described in section 2 of this chapter, the secretary of state shall notify the local officials of the county in which a person described in section 2 of this chapter intends to offer for sale or sell sexually explicit materials of the registration filed under section 2 of this chapter.
As added by P.L.92-2008, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 1. Application › 23-1.3-1-2. Applicability of Other Laws

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 1. Application › 23-1.3-1-5. Articles of Incorporation and Bylaws Consistent With This Article

Sec. 5. The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede this article.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-3. "Benefit Corporation"

Sec. 3. "Benefit corporation" means a corporation to which both the following apply:
(1) The corporation has elected to become subject to this article.
(2) The status of the corporation as a benefit corporation has not been terminated.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-4. "Benefit Director"

Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-5. "Benefit Enforcement Proceeding"

Sec. 5. "Benefit enforcement proceeding" means any claim, action, or proceeding for:
(1) the failure of a benefit corporation to pursue or create:
(A) general public benefit; or
(B) a specific public benefit if the benefit corporation identified a specific public benefit purpose in its articles of incorporation; or
(2) a violation of any obligation, duty, or standard of conduct under this article.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-6. "Benefit Officer"

Sec. 6. "Benefit officer" means an individual designated as the benefit officer of a benefit corporation under IC 23-1.3-8.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-7. "General Public Benefit"

Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-9. "Minimum Status Vote"

Sec. 9. "Minimum status vote" means the following:
(1) For a corporation, in addition to any other required approval or vote, a vote in which:
(A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and
(B) the corporate action is approved by vote of the shareholders of each class or series of shares entitled to cast at least ninety percent (90%) of the votes that all shareholders of the class or series are entitled to cast on the action.
(2) For a domestic business entity other than a corporation, in addition to any other required approval, vote, or consent, a vote in which:
(A) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and
(B) the action is approved by vote or consent of the holders described in clause (A) entitled to cast at least ninety percent (90%) of the votes or consents that all of the holders are entitled to cast on the action.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-10. "Specific Public Benefit"

Sec. 10. (a) "Specific public benefit" means a benefit that serves:
(1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or
(2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporation.
(b) The term includes the following:
(1) Providing low income or underserved individuals or communities with beneficial products or services.
(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.
(3) Protecting or restoring the environment.
(4) Improving human health.
(5) Promoting the arts, sciences, or advancement of knowledge.
(6) Increasing the flow of capital to entities with a purpose to benefit society or the environment.
(7) Conferring any other particular benefit on society or the environment.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-11. "Subsidiary"

Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 2. Definitions › 23-1.3-2-12. "Third Party Standard"

Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:
(1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the interests listed in IC 23-1.3-5-1(1)(B) through IC 23-1.3-5-1(1)(E);
(2) developed by an entity that is not controlled by a benefit corporation;
(3) developed by an entity that:
(A) has access to necessary expertise to assess overall corporate social and environmental performance;
(B) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period;
(C) was not materially financed by any of the following organizations and not more than one-third (1/3) of the members of the governing body of the entity are representatives of:
(i) associations or businesses operating in the same industry, the performance of whose members is measured by the standard; or
(ii) businesses from the same industry or an association of businesses in that industry; and
(4) transparent because all the following information is publicly available:
(A) The criteria considered when measuring the overall social and environmental performance of a business.
(B) The relative weightings, if any, of the criteria described in clause (A).
(C) The identity of the directors, officers, material owners, and governing body of the entity that developed and controls revisions to the standard.
(D) The process by which revisions to the standard and changes to the membership of the governing body are made.
(E) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-1. Incorporation as Benefit Corporation

Sec. 1. A benefit corporation shall be incorporated in accordance with IC 23-1-21, except that its articles of incorporation must state that it is a benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-2. Election of Benefit Corporation Status by Existing Corporation; Amending Articles of Incorporation; Minimum Status Vote

Sec. 2. (a) Subject to subsection (b), an existing corporation may become a benefit corporation under this article by amending its articles of incorporation to contain, in addition to any content requirements for articles of incorporation under IC 23-1, the following:
(1) A statement that the corporation is a benefit corporation.
(2) A statement reading "By enacting this article, the State of Indiana does not endorse any particular benefit corporation, or approve or disapprove any of the purposes of a benefit corporation or any claimed general public benefit or specific public benefit, and no inference should be drawn from the acceptance of any filings with respect to a benefit corporation under IC 23-1.3, that the benefit corporation has or will in fact provide any general public benefit or specific public benefit.
(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-3. Plan of Merger, Consolidation, Conversion, or Share Exchange; Minimum Status Vote

Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.
(b) If:
(1) a domestic entity that is not a benefit corporation is a party to:
(A) a merger, consolidation, or conversion; or
(B) the exchanging entity in a share exchange; and
(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation;
the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-4. Terminating Status; Minimum Status Vote

Sec. 4. (a) Subject to subsection (b), a benefit corporation may terminate its status as a benefit corporation and cease to be subject to this article by amending its articles of incorporation to delete the statement in its articles of incorporation required under sections 1 and 2 of this chapter.
(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-5. Plan of Merger, Consolidation, Conversion, or Share Affecting Status; Minimum Status Vote

Sec. 5. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.
(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan must be adopted by at least a minimum status vote in order to be effective.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 3. Benefit Corporation Status › 23-1.3-3-6. Requirements for Sale, Lease, Exchange, or Other Disposition of Assets

Sec. 6. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation is not effective unless one (1) or more of the following apply:
(1) The transaction is in the usual and regular course of business.
(2) The transaction is approved by at least a minimum status vote.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 4. Purpose of a Benefit Corporation › 23-1.3-4-1. General Public Benefit Purpose

Sec. 1. A benefit corporation shall have a purpose of creating general public benefit. The purpose under this section is in addition to a benefit corporation's purpose under IC 23-1-21-2.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 4. Purpose of a Benefit Corporation › 23-1.3-4-2. Specific Public Benefit Purpose

Sec. 2. (a) A benefit corporation may identify in its articles of incorporation one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to the benefit corporation's purposes under IC 23-1-21-2 and section 1 of this chapter.
(b) The identification of a specific public benefit under subsection (a) does not limit the purpose of a benefit corporation to create general public benefit under section 1 of this chapter.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 4. Purpose of a Benefit Corporation › 23-1.3-4-3. Effect of Public Benefit Purposes

Sec. 3. The creation of general public benefit and a specific public benefit under sections 1 and 2 of this chapter is in the best interests of a benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 4. Purpose of a Benefit Corporation › 23-1.3-4-4. Amending Articles of Incorporation; Specific Public Benefit

Sec. 4. (a) Subject to subsection (b), a benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit described in section 2 of this chapter.
(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by a vote of the shareholders of each class or series of shares entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the amendment.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 4. Purpose of a Benefit Corporation › 23-1.3-4-5. Professional Corporations

Sec. 5. A professional corporation that is a benefit corporation does not violate IC 23-1.5-2-3 by having the purpose to create general public benefit or a specific public benefit.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 5. Standard of Conduct for Directors › 23-1.3-5-1. Consideration of Interests

Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation:
(1) The board of directors, committees of the board of directors, and individual directors shall consider the effects of any action or inaction upon all the following:
(A) The shareholders of the benefit corporation.
(B) The employees and workforce of the:
(i) benefit corporation;
(ii) subsidiaries of the benefit corporation; and
(iii) suppliers of the benefit corporation.
(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.
(D) Community and societal factors, including the factors of each community in which:
(i) offices or facilities;
(ii) subsidiaries; or
(iii) suppliers;
of the benefit corporation are located.
(E) The local and global environment.
(F) The short term and long term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long term plans and the possibility that the interests may be best served by the continued independence of the benefit corporation.
(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.
(2) The board of directors, committees of the board of directors, and individual directors may consider other pertinent factors or the interests of any other group that the board of directors, committees of the board of directors, or individual directors consider appropriate.
(3) The board of directors, committees of the board of directors, and individual directors are not required to give priority to a particular interest or factor listed in subdivision (1) or (2) over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 5. Standard of Conduct for Directors › 23-1.3-5-2. Consideration of Interests Consistent With Other Laws

Sec. 2. The consideration of interests and factors provided in section 1 of this chapter:
(1) does not constitute a violation of IC 23-1-35; and
(2) is in addition to the ability of directors to consider interests and factors under IC 23-1-35-1.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 5. Standard of Conduct for Directors › 23-1.3-5-3. Immune From Personal Liability

Sec. 3. Except as otherwise provided in the bylaws of a benefit corporation, a director is not personally liable for monetary damages for:
(1) any action or inaction in the course of performing the duties of a director under section 1 of this chapter if the director performed the duties in compliance with IC 23-1-35 and this chapter; or
(2) the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 5. Standard of Conduct for Directors › 23-1.3-5-4. No Duty to Beneficiary

Sec. 4. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-1. Benefit Director

Sec. 1. The board of directors of a benefit corporation must include a director who:
(1) is designated the benefit director; and
(2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-2. Elect; Independent; Presumed Not Independent; Additional Qualification Requirements

Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33.
(b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply:
(1) The individual:
(A) is; or
(B) has been within the past three (3) years;
an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.
(2) An immediate family member of the individual:
(A) is; or
(B) has been within the past three (3) years;
an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.
(3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:
(A) the individual; or
(B) an entity:
(i) of which the individual is a director, an officer, or a manager; or
(ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised.
(c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent.
(d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director.
(e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-3. Report

Sec. 3. A benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required under IC 23-1.3-10, a report of the benefit director on all the following:
(1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the annual benefit report.
(2) Whether the:
(A) directors complied with IC 23-1.3-5-1; and
(B) officers complied with IC 23-1.3-7-1.
(3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in subdivision (1) or (2), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-4. Status of Actions

Sec. 4. The act or inaction of an individual in the individual's capacity as a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-5. Immune From Personal Liability

Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing (other than a conflict of interest transaction described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a knowing violation of law.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 6. Benefit Director › 23-1.3-6-7. Powers and Duties Exercised by Persons Other Than Directors

Sec. 7. (a) The articles of incorporation or bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director if the articles of incorporation of the benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors under IC 23-1-33-1(c).
(b) A person that exercises one (1) or more of the powers, duties, or rights of a benefit director under this section:
(1) does not need to be independent of the benefit corporation;
(2) has the immunities of a benefit director; and
(3) may share the powers, duties, and rights of a benefit director with one (1) or more persons.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 7. Standard of Conduct for Officers › 23-1.3-7-1. Consideration of Interests and Factors

Sec. 1. Each officer of a benefit corporation shall consider the interests and factors of the persons listed in IC 23-1.3-5-1 in the manner provided under IC 23-1.3-5-1 if:
(1) the officer has discretion to act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 7. Standard of Conduct for Officers › 23-1.3-7-2. Consideration of Interests and Factors Consistent With Duties

Sec. 2. The consideration of interests and factors in the manner described in section 1 of this chapter does not constitute a violation of any duties of an officer.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 7. Standard of Conduct for Officers › 23-1.3-7-3. Immune From Personal Liability

Sec. 3. Except as provided in the bylaws of the benefit corporation, an officer is not personally liable for monetary damages for:
(1) an action or inaction as an officer in the course of performing the duties of an officer under section 1 of this chapter if the officer performed the duties of the position in compliance with IC 23-1 and this chapter; or
(2) failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 7. Standard of Conduct for Officers › 23-1.3-7-4. No Duty to Beneficiary

Sec. 4. An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 8. Benefit Officer › 23-1.3-8-2. Powers and Duties

Sec. 2. A benefit officer shall have:
(1) the powers and duties relating to the purpose of the benefit corporation to create general public benefit or a specific public benefit provided:
(A) by the bylaws; or
(B) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(2) the duty to prepare the benefit report required under IC 23-1.3-10.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 9. Right of Action › 23-1.3-9-1. Limit on Actions

Sec. 1. A person may not, except in a benefit enforcement proceeding, bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following:
(1) The failure to pursue or create:
(A) general public benefit; or
(B) a specific public benefit identified in the benefit corporation's articles of incorporation.
(2) A violation of an obligation, duty, or standard of conduct under this article.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 9. Right of Action › 23-1.3-9-2. Immune From Liability for Failure to Pursue or Create General or Specific Public Benefit

Sec. 2. A benefit corporation is not liable for monetary damages under this article for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 9. Right of Action › 23-1.3-9-3. Benefit Enforcement Proceeding

Sec. 3. A benefit enforcement proceeding may be commenced or maintained only:
(1) directly by the benefit corporation; or
(2) derivatively in accordance with IC 23-1-32 by:
(A) a person or group of persons that owned at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(B) a director;
(C) a person or group of persons that owned at least five percent (5%) of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(D) other persons as specified in the benefit corporation's articles of incorporation or bylaws.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-1. Content

Sec. 1. A benefit corporation shall prepare an annual benefit report that includes all the following:
(1) A narrative description of:
(A) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
(B) both the:
(i) ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to create; and
(ii) extent to which that specific public benefit was created;
(C) any circumstances that have hindered the creation by the benefit corporation of general public benefit or a specific public benefit; and
(D) the process and rationale for selecting or changing the third party standard used to prepare the benefit report.
(2) An assessment of the overall social and environmental performance of the benefit corporation against a third party standard:
(A) applied consistently with any application of that standard in prior benefit reports; or
(B) accompanied by an explanation of the reasons for:
(i) any inconsistent application; or
(ii) the change to that standard from the standard used in the immediate prior report.
(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.
(4) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.
(5) The report of the benefit director described in IC 23-1.3-6-3.
(6) A statement regarding any connection between the organization that established the third party standard, or its directors, officers, or any holder of at least five percent (5%) of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of at least five percent (5%) of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third party standard.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-2. Written Correspondence by Benefit Director

Sec. 2. If, during the year covered by a benefit report:
(1) a benefit director:
(A) resigned from or refused to stand for reelection to the position of benefit director; or
(B) was removed from the position of benefit director; and
(2) the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal, or removal;
the benefit report must include the correspondence described in subdivision (2) as an exhibit.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-3. Audit or Certification Not Required

Sec. 3. The following are not required to be audited or certified by a third party:
(1) The benefit report.
(2) The assessment of the performance of the benefit corporation in the benefit report described in section 1(2) of this chapter.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-4. Send to Shareholders

Sec. 4. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of:
(1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or
(2) the same date that the benefit corporation delivers any other annual report to its shareholders.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-5. Post on Internet Web Site

Sec. 5. If a benefit corporation has an Internet web site, a benefit corporation shall post all of its benefit reports on the public part of its Internet web site. However, the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports posted on the Internet web site.
As added by P.L.93-2015, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.3. Benefit Corporations › Chapter 10. Annual Benefit Report › 23-1.3-10-6. Delivery to Secretary of State for Filing

Sec. 6. (a) The benefit corporation shall deliver, concurrently with the delivery of the benefit report to shareholders under section 4 of this chapter, a copy of the benefit report to the secretary of state for filing. However, the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state.
(b) The fee established in IC 23-0.5-9-6 applies to an annual benefit report delivered for filing under this section.
As added by P.L.93-2015, SEC.3. Amended by P.L.149-2016, SEC.69; P.L.118-2017, SEC.28.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-2. "Accounting Professional"

Sec. 2. "Accounting professional" means an individual who is licensed as:
(1) a certified public accountant under IC 25-2.1-3;
(2) a public accountant under IC 25-2.1-6; or
(3) an accounting practitioner under IC 25-2.1-6.
As added by P.L.239-1983, SEC.1. Amended by P.L.30-1993, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-3. "Architectural or Engineering Professional"

Sec. 3. "Architectural or engineering professional" means an individual who is registered as:
(1) an architect under IC 25-4-1;
(2) a landscape architect under IC 25-4-2;
(3) a professional engineer under IC 25-31-1; or
(4) a professional surveyor under IC 25-21.5.
As added by P.L.239-1983, SEC.1. Amended by P.L.23-1991, SEC.5; P.L.57-2013, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-5. "Bureau"

Sec. 5. "Bureau" means the following:
(1) In the case of:
(A) an accounting professional;
(B) an architectural professional;
(C) an engineering professional;
(D) a health care professional;
(E) a real estate professional; or
(F) a veterinarian;
the Indiana professional licensing agency established by IC 25-1-5-3.
(2) In the case of an attorney, the state board of law examiners.
As added by P.L.239-1983, SEC.1. Amended by P.L.132-1984, SEC.1; P.L.169-1985, SEC.19; P.L.229-1995, SEC.1; P.L.1-2006, SEC.406.