reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 4. Enforcement Powers of the Department › 28-11-4-12. Enforcement Powers Exercised Against Affiliate of Financial Institution

Sec. 12. (a) The director of the department may exercise the enforcement powers of this chapter against an affiliate of a financial institution, or against an officer, a director, or an employee of the affiliate, as if the affiliate were a financial institution if the director determines that a practice of the affiliate, or of the officer, director, or employee, could cause either:
(1) the financial institution to suffer substantial loss or other damage; or
(2) the interests of the financial institution's depositors to be seriously prejudiced by reason of a violation, practice, or breach of fiduciary duty.
(b) In exercising the director's enforcement powers under this chapter against an officer, a director, or an employee of an affiliate, the director may:
(1) remove the officer, director, or employee from the person's office, position, or employment;
(2) prohibit any participation by the officer, director, or employee in the conduct of the affairs of any financial institution; or
(3) take both of the actions set forth in subdivisions (1) and (2).
(c) The director of the department may issue and serve upon the officer, director, or employee of the affiliate a notice of charges of the practice, violation, or act.
(d) For purposes of this section, affiliate has the meaning set forth in IC 28-1-18.2.
As added by P.L.215-1999, SEC.8. Amended by P.L.90-2008, SEC.73.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-1. Application of Chapter

Sec. 1. This chapter applies to the following financial institutions:
(1) A bank.
(2) A savings association.
(3) A credit union.
(4) A savings bank.
(5) A trust company.
(6) A corporate fiduciary.
As added by P.L.42-1993, SEC.91. Amended by P.L.262-1995, SEC.78; P.L.79-1998, SEC.86.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-2. Approval of Articles of Incorporation and Organization and Establishment of Financial Institutions

Sec. 2. (a) A financial institution may not be organized, incorporated, or engage in business in Indiana until the department has approved the following:
(1) The articles of incorporation of the proposed financial institution.
(2) The organization and establishment of the financial institution in the city or town in which the incorporators propose to establish the financial institution.
(b) A person who violates this section commits a Class A misdemeanor.
As added by P.L.42-1993, SEC.91.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-3. Applications to Establish Financial Institutions

Sec. 3. (a) A request to establish a financial institution must be set forth in an application:
(1) prescribed by the department; and
(2) containing the information required by the department.
(b) Within twenty (20) business days after receiving an application under this section, the department shall:
(1) accept the application for processing;
(2) request additional information to complete the application; or
(3) return the application if it is incomplete.
As added by P.L.42-1993, SEC.91. Amended by P.L.122-1994, SEC.111.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-4. Investigation of Applicant; Disapproval of Application; Submission of Fingerprints

Sec. 4. (a) Upon the acceptance of an application under section 3 of this chapter, the department shall investigate and consider all of the following:
(1) The financial standing and character of the incorporators, organizers, directors, principal shareholders, or controlling corporations.
(2) The character, qualifications, and experience of the officers and directors of the proposed financial institution.
(3) The future earnings prospects for the proposed financial institution.
(4) The adequacy of the financial institution's proposed capital, if the financial institution is to be a bank, trust company, corporate fiduciary, or savings bank.
(b) The members of the department may disapprove the application if:
(1) any of the factors listed in subsection (a) are determined to be unfavorable;
(2) any of the incorporators, directors, principal shareholders, or officers of the proposed financial institution have been convicted of a felony under Indiana law, the laws of any other state, or the laws of the United States; or
(3) the applicant has knowingly or intentionally submitted an application under this chapter that contains false information.
(c) The applicant shall submit to the department or to the Indiana state police, as appropriate, two (2) sets of fingerprints for each incorporator, director, principal shareholder, and officer, if requested by the department under section 4.5 of this chapter.
As added by P.L.42-1993, SEC.91. Amended by P.L.122-1994, SEC.112; P.L.262-1995, SEC.79; P.L.192-1997, SEC.24; P.L.90-2008, SEC.74.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-4.5. Background Checks; Fingerprints

Sec. 4.5. (a) To obtain additional information for the purposes of section 4 of this chapter, the director may require:
(1) criminal background checks, including a national criminal history background check (as defined in IC 10-13-3-12) by the Federal Bureau of Investigation;
(2) credit histories; and
(3) other background checks considered necessary by the director;
for any incorporator, director, principal shareholder, or officer of a proposed financial institution.
(b) If the director requests a national criminal history background check under subsection (a) for any individual described in subsection (a), the director shall require the individual to submit fingerprints to the department or to the state police department, as appropriate. The individual to whom the request is made shall pay any fees or costs associated with the fingerprints and the national criminal history background check. A national criminal history background check conducted under subsection (a) may be used by the department to:
(1) conduct an investigation under section 4(a)(1) or 4(a)(2) of this chapter; or
(2) disapprove an application under section 4(b)(2) of this chapter.
The director or the department may not release the results of the national criminal history background check to any private entity.
As added by P.L.192-1997, SEC.25. Amended by P.L.90-2008, SEC.75.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-5. Hearings on Applications

Sec. 5. (a) The department may hold a hearing to determine whether to approve an application filed under section 3 of this chapter.
(b) A hearing may not be held until ten (10) days after the date of the publication of the notice required by section 6 of this chapter.
(c) If the department holds a hearing under this section, the hearing must be held within ninety (90) days after the application is accepted by the department for processing.
As added by P.L.42-1993, SEC.91. Amended by P.L.122-1994, SEC.113.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-6. Notice of Applications Subject to Hearings

Sec. 6. (a) If a public hearing is held under section 5 of this chapter, the applicant shall give notice of the application by publication one (1) time in a newspaper of general circulation in the city or town in which the applicant proposes to establish the financial institution. If a newspaper is not published in the city or town, the notice shall be published in one (1) newspaper of general circulation published in the county in which the city or town is located.
(b) The notice required by this section must state the following:
(1) The fact that the application has been filed.
(2) The names of the applicants.
(3) The place where the applicants propose to establish the financial institution.
(4) The date and place of the hearing.
(5) Other facts the department considers relevant.
As added by P.L.42-1993, SEC.91.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-7. Hearing Procedures

Sec. 7. (a) This section applies only if the department holds a hearing under section 5 of this chapter.
(b) At the time and place designated in the notice, any of the following may conduct the hearing:
(1) All the members of the department.
(2) Any number of the members.
(3) The director of the department.
(4) A deputy director of the department.
(5) The supervisor in charge of the division of the department that would have jurisdiction of the financial institution, if it is established.
(c) Any person who is interested may appear and be heard, either in person or by the person's attorney.
(d) A report of the hearing, in the form and detail the department prescribes, shall be prepared and filed in the department.
As added by P.L.42-1993, SEC.91. Amended by P.L.122-1994, SEC.114.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-8. Approval or Disapproval of Applications

Sec. 8. Within a reasonable time after the application is accepted by the department for processing, but not more than one hundred twenty (120) days from the later of:
(1) the date on which the application is accepted by the department; or
(2) the date on which the hearing is held, if a hearing is held;
the department shall either approve or disapprove the application.
As added by P.L.42-1993, SEC.91. Amended by P.L.122-1994, SEC.115.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-9. Payment of Expenses

Sec. 9. (a) The applicants shall pay all expenses incurred by the department in performing its duty under this chapter.
(b) At the time of filing the application, the applicants shall deposit with the department the amount of money fixed by the department necessary to defray the expenses incurred by the department in implementing this chapter with respect to the application.
(c) The department shall return to the applicants any balance remaining after proceedings under this chapter are completed.
As added by P.L.42-1993, SEC.91.
2023 Indiana Code › Title 28. Financial Institutions › Article 11. Department of Financial Institutions › Chapter 5. Department Oversight of Organization of a Financial Institution › 28-11-5-10. Financial Institutions Organized as Limited Liability Companies; Treatment as Financial Institution Organized in Stock Form; Exclusive Authority of Department to Regulate; Prior Approval of Department Required

Sec. 10. (a) Subject to subsection (g), a financial institution described in section 1 of this chapter that is subject to this chapter may:
(1) be organized as a limited liability company;
(2) convert to a limited liability company; or
(3) merge with or into a limited liability company;
under the laws of Indiana or the United States, including any rules or regulations adopted or promulgated under the laws of Indiana or the United States.
(b) A financial institution organized as a limited liability company is subject to:
(1) IC 23-18; and
(2) this title.
If a provision of IC 23-18 conflicts with a provision of this title or with any rule of the department, the provision of this title or the rule of the department controls.
(c) Any filing required to be made under IC 23-18 shall be made in the same manner as for a financial institution that is organizing or is organized in stock form.
(d) The department may prescribe any requirements for:
(1) the articles of organization; and
(2) the operating agreement;
of a financial institution that is organized and operates as a limited liability company.
(e) The department has the exclusive authority under this title to regulate a financial institution organized as a limited liability company. A financial institution that is a limited liability company is subject to the department's authority in the same manner as a bank that is organized in stock form.
(f) A financial institution that is a limited liability company is subject to the provisions of this title that apply to banks, except for the provisions concerning corporate governance (IC 28-13), in the same manner as a financial institution that is organized in stock form, subject to the following:
(1) In the case of a manager managed limited liability company, "director" means a manager of the limited liability company.
(2) In the case of a member managed limited liability company, "director" means a member of the limited liability company.
(g) A financial institution may not:
(1) organize as;
(2) convert to; or
(3) merge with or into;
a limited liability company without the prior approval of the department under this title.
As added by P.L.90-2008, SEC.76. Amended by P.L.27-2012, SEC.108; P.L.13-2013, SEC.74.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 1. Incorporation › 28-12-1-1. Incorporators; Articles, Execution, Delivery, and Filing

Sec. 1. One (1) or more individuals, all of whom are at least eighteen (18) years of age and at least a majority of whom are citizens of Indiana, may act as the incorporator of a corporation (as defined in IC 28-10-1-3) by doing all of the following:
(1) Signing and acknowledging before a notary public four (4) copies of the articles of incorporation.
(2) Delivering to the department for approval the four (4) copies of the articles of incorporation, and the application and other items required by IC 28-12-4.
(3) Filing the articles of incorporation with the secretary of state after the articles are approved by the department.
As added by P.L.14-1992, SEC.162. Amended by P.L.262-1995, SEC.80.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 2. Articles of Incorporation › 28-12-2-1. Articles of Incorporation; Contents

Sec. 1. The articles of incorporation must set forth the following:
(1) A corporate name for the corporation that satisfies the requirements of IC 28-12-3.
(2) The number of shares the corporation is authorized to issue.
(3) The street address of the corporation's principal office in Indiana.
(4) The name and address of each incorporator, unless the articles of incorporation are articles of conversion or articles of restatement under IC 28-13-14-14.
(5) The amount of capital with which the corporation will begin business.
(6) The names and addresses of the individuals who are to serve as the initial directors.
(7) The maximum number of directors.
(8) The purpose or purposes for which the corporation is organized.
(9) The effective date of the articles of incorporation.
As added by P.L.14-1992, SEC.162. Amended by P.L.192-1997, SEC.26; P.L.141-2005, SEC.24.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 3. Corporate Name › 28-12-3-1. Unauthorized Purpose or Power Indicated by Name

Sec. 1. A corporation may not use as a part of its corporate name any word or phrase that indicates or implies any purpose or power not possessed by a corporation that may be organized under this chapter.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 3. Corporate Name › 28-12-3-2. Same or Confusingly Similar Name Prohibited

Sec. 2. The corporate name of the proposed corporation may not be the same as, or confusingly similar to, the name of any other corporation then existing under the laws of Indiana or authorized to transact business in Indiana.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 3. Corporate Name › 28-12-3-3. Necessary Terms

Sec. 3. (a) If the proposed corporation is organized to transact business under IC 28-1-11, the corporate name must include the word "bank", "trust", "banc", "banco", or "bancorp".
(b) If the proposed corporation is to be a corporate fiduciary, the corporate name of the corporation must include the word "trust" or "fiduciary".
As added by P.L.14-1992, SEC.162. Amended by P.L.262-1995, SEC.81; P.L.79-1998, SEC.87; P.L.10-2006, SEC.76 and P.L.57-2006, SEC.76.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 3. Corporate Name › 28-12-3-4. Change of Name

Sec. 4. Any corporation may, with the prior approval of the department, change its corporate name at any time by amending its articles of incorporation under IC 28-13-14.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 3. Corporate Name › 28-12-3-5. Existing or Authorized Corporations; Inapplicability of Chapter

Sec. 5. This chapter does not affect the right of any corporation that is, as of July 1, 1992, either existing under Indiana law or authorized to transact business in Indiana.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 4. Submission of Articles of Incorporation › 28-12-4-1. Accompanying Terms

Sec. 1. The articles of incorporation submitted to the department for approval must be accompanied by the following:
(1) An application in the form prescribed by the department and containing such information as the department may require.
(2) The deposit of money in an amount determined by the department to be sufficient to defray the expenses of the department in performing its duties under this chapter.
(3) Evidence satisfactory to the department that the corporation has or will have capital in at least the amount of the capital stated in the articles of incorporation.
(4) Evidence satisfactory to the department that the corporation is applying for deposit insurance from the Federal Deposit Insurance Corporation or its successor in interest, unless the corporation is being organized solely as a corporate fiduciary.
(5) Evidence satisfactory to the department that the corporation has or will have adequate insurance coverage on the date the corporation begins operation.
As added by P.L.14-1992, SEC.162. Amended by P.L.262-1995, SEC.82.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 5. Approval of Application by Department › 28-12-5-1. Written or Stamped Approval; Official Seal and Signature

Sec. 1. (a) If the department approves the application, the department shall write or stamp on the articles of incorporation the following:
(1) The words "Approved by the Department of Financial Institutions of the State of Indiana".
(2) The date of the approval.
(b) The department shall place the impression of the seal of the department and the signature of the director or the director's authorized designee beneath the approval stamp.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 5. Approval of Application by Department › 28-12-5-2. Delivery of Copies for Filing; Fees

Sec. 2. If the articles of incorporation are approved by the department, the department shall deliver four (4) copies of the articles of incorporation to the secretary of state for filing, together with the fees that are required.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 5. Approval of Application by Department › 28-12-5-3. Return of Copies Bearing Endorsement of Secretary of State

Sec. 3. The secretary of state shall return three (3) copies of the articles, bearing the endorsement of the secretary of state, to the department. The department shall return two (2) of the copies to the incorporators. The incorporators shall then file one (1) copy of the articles with the recorder's office of each county in which the corporation maintains an office.
As added by P.L.14-1992, SEC.162. Amended by P.L.122-1994, SEC.116.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 6. Effective Date of Incorporation › 28-12-6-1. Beginning of Corporate Existence; Delayed Effective Date

Sec. 1. Unless a delayed effective date is specified, the corporate existence of the corporation begins when the articles of incorporation bearing the approval stamp of the department are filed with the secretary of state.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 6. Effective Date of Incorporation › 28-12-6-2. Conclusive Proof of Compliance With Conditions Precedent; Exception

Sec. 2. The filing of the articles of incorporation with the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 7. Meetings of Corporation › 28-12-7-2. Agenda of Organizational Meeting

Sec. 2. At the organizational meeting, the directors shall complete the organization of the corporation by electing or appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 7. Meetings of Corporation › 28-12-7-3. Consents; Actions Taken Without Organizational Meeting

Sec. 3. Any action that could be taken at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents that describe the action taken and that are signed by each initial director.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 8. Business of Corporation › 28-12-8-1. Conditions for Indebtedness or Transactions

Sec. 1. A corporation may not transact any business or incur any indebtedness, except as is incidental to its organization or to obtaining subscriptions to or payment for shares of its capital stock, unless and until the following requirements are met:
(1) The amount of capital of the corporation as set forth in its articles of incorporation has been fully paid for in money.
(2) There has been filed with the department the affidavit of not less than a majority of the board of directors stating that the amount of capital as stated in its articles of incorporation has been fully paid in.
(3) There has been filed with the department a certificate or other written evidence satisfactory to the department that the corporation has obtained deposit insurance from the Federal Deposit Insurance Corporation or its successor in interest, unless the corporation is being organized solely as a trust company.
As added by P.L.14-1992, SEC.162. Amended by P.L.1-1993, SEC.209.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 8. Business of Corporation › 28-12-8-2. Liability of Officers and Directors for Unauthorized Business; Dissenters; Exemption

Sec. 2. If a corporation transacts any business in violation of section 1 of this chapter, the officers and directors of the corporation, upon learning of the action, are jointly and severally liable for the debts or liabilities of the corporation so incurred or arising from the transactions. The liability imposed by this section does not apply to those officers and directors who dissented to the action and caused their written dissent to be filed in the principal office of the corporation.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 8. Business of Corporation › 28-12-8-3. Failure to Timely Complete Organization and Transact Business

Sec. 3. If a corporation organized under this title does not complete its organization and proceeds with the transaction of business within six (6) months after its articles of incorporation have been approved and filed, the approval is revoked and the articles of incorporation are void, unless an extension is granted by the director of the department.
As added by P.L.11-1998, SEC.21.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 9. Bylaws of Corporation › 28-12-9-2. Permissible Provisions

Sec. 2. The bylaws of the corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 10. Emergency Bylaws › 28-12-10-1. Adoption; Effectiveness; Management of Corporation During Emergency

Sec. 1. Unless the articles of incorporation provide otherwise, the board of directors of the corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including the following:
(1) Procedures for calling a meeting of the board of directors.
(2) Quorum requirements for the meeting.
(3) Designation of additional or substitute directors.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 10. Emergency Bylaws › 28-12-10-2. Continuing Effectiveness of Regular Bylaws; Termination of Emergency

Sec. 2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 10. Emergency Bylaws › 28-12-10-3. Effect of Good Faith Corporate Action

Sec. 3. Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a director, an officer, an employee, or an agent.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 10. Emergency Bylaws › 28-12-10-4. Extraordinary Event Preventing Quorum; Continuation of Emergency

Sec. 4. An emergency exists for purposes of this chapter if an extraordinary event prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.
As added by P.L.14-1992, SEC.162.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 11. Capital Requirements for Corporations › 28-12-11-1. Requirements for Corporations Organized or Reorganized Under This Title

Sec. 1. (a) This section applies only to a corporation that is organized or reorganized under Indiana law and is any of the following:
(1) A bank and trust company.
(2) A bank.
(3) A savings bank.
(4) A trust company.
(5) A savings association.
(6) An industrial loan and investment company.
(7) A credit union.
(8) A corporate fiduciary.
(9) A bank of discount and deposit.
(10) A loan and trust and safe deposit company.
(b) The department shall determine the minimum amount of the capital of a corporation organized or reorganized under this title after giving consideration to:
(1) the potential deposit liability to be anticipated, in the case of a proposed new corporation; or
(2) the existing deposit liability, in the case of a corporation to be reorganized.
As added by P.L.42-1993, SEC.92. Amended by P.L.122-1994, SEC.117; P.L.258-2003, SEC.24; P.L.213-2007, SEC.101; P.L.217-2007, SEC.99.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 11. Capital Requirements for Corporations › 28-12-11-1.5. Minimum Capital

Sec. 1.5. (a) A corporate fiduciary must have at least the minimum capital necessary for the safe and sound operation of the corporate fiduciary.
(b) For the purposes of this section, the department shall determine the minimum capital that is necessary for the safe and sound operation of a corporate fiduciary.
As added by P.L.262-1995, SEC.83.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 11. Capital Requirements for Corporations › 28-12-11-2. Requirements for Corporations Merged With Existing Corporations

Sec. 2. (a) This section applies only to a corporation that is organized or reorganized under Indiana law and is any of the following:
(1) A bank and trust company.
(2) A bank.
(3) A savings bank.
(4) A trust company.
(5) A savings association.
(6) An industrial loan and investment company.
(7) A credit union.
(8) A corporate fiduciary.
(9) A bank of discount and deposit.
(10) A loan and trust and safe deposit company.
(b) Notwithstanding section 1 of this chapter, the amount of capital stock of a corporation to be organized under this title shall be one hundred dollars ($100) if an existing corporation will be merged into or otherwise acquired by the corporation for which application has been made.
(c) The new corporation may not transact business before the merger except as incidental to the merger.
(d) Before completion of the merger, the department may conduct any examination into the affairs and records of any party to the merger, as determined by the director to be necessary.
(e) Upon completion of the merger, the resulting corporation is subject to the paid-in capital requirement of this title.
As added by P.L.42-1993, SEC.92. Amended by P.L.122-1994, SEC.118; P.L.213-2007, SEC.102; P.L.217-2007, SEC.100.
2023 Indiana Code › Title 28. Financial Institutions › Article 12. Formation of Banks, Trust Companies, and Building and Loan Associations › Chapter 11. Capital Requirements for Corporations › 28-12-11-3. Requirements for Savings Associations Organized or Recognized Under This Title

Sec. 3. The department shall determine the capital stock requirements of a savings association organized or reorganized under this title after giving consideration to the following:
(1) In the case of a proposed new savings association, the potential deposit liability anticipated.
(2) In the case of a savings association to be reorganized, the existing deposit liability.
As added by P.L.42-1993, SEC.92. Amended by P.L.79-1998, SEC.88.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-1. Number of Shares; Classes of Shares; Preferences; Limitations; Relative Rights

Sec. 1. The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 4 of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-2. Voting Right; Rights to Assets on Dissolution

Sec. 2. The articles of incorporation must authorize the following:
(1) At least one (1) class of shares that together have unlimited voting rights.
(2) At least one (1) class of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-3. Class of Shares With Other Rights; Designations, Preferences, and Limitations; Description Not Exhaustive

Sec. 3. (a) The articles of incorporation may authorize at least one (1) class of shares that have at least one (1) of the following characteristics:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.
(2) Are redeemable or convertible as specified in the articles of incorporation:
(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B) for cash, indebtedness, securities, or other property; and
(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(b) The description of the designations, preferences, limitations, and relative rights of share classes in this section is not exhaustive.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-4. Series of Shares; Distinguishing Designation; Other Rights and Preferences; Articles of Amendment

Sec. 4. (a) If the articles of incorporation so provide, the board of directors may create at least one (1) series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights within the limits set forth in sections 1 through 3 of this chapter of the following:
(1) Any class of shares before the issuance of any shares of that class.
(2) At least one (1) series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d) Before issuing shares of a class or series that has the preferences, limitations, and relative voting and other rights determined under this section, the corporation must prepare articles of amendment, which are effective without shareholder action, that set forth the following:
(1) The name of the corporation.
(2) The text of the amendment determining the terms of the class or series of shares.
(3) The date the articles of amendment are adopted.
(4) A statement that the amendment was adopted by the board of directors.
(e) The articles of amendment shall be presented to the director for approval and filed with the secretary of state as provided in IC 28-13-14 before the shares are issued.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-5. Outstanding Shares; Limitation on Reacquisition, Redemption, or Conversion; Unlimited Voting Rights; Right to Assets on Dissolution

Sec. 5. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until the shares are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to IC 28-13-3-3 and IC 28-13-4.
(c) At all times that shares of the corporation are outstanding, at least one (1) share that together has unlimited voting rights and at least one (1) share that together is entitled to receive the net assets of the corporation upon dissolution must be outstanding.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 1. Shares Generally › 28-13-1-6. Fractional Shares; Scrip; Rights and Preferences

Sec. 6. (a) A corporation may do any of the following:
(1) Issue fractions of a share or pay in money the value of fractions of a share.
(2) Arrange for disposition of fractional shares by the shareholders.
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by IC 28-13-2-6(b).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to do the following:
(1) Vote.
(2) Receive dividends.
(3) Participate in the assets of the corporation upon liquidation.
The holder of scrip is not entitled to any of these rights unless the scrip provides for the rights.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including the following:
(1) That the scrip will become void if not exchanged for full shares before a specified date.
(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-1. Subscription for Shares; Terms; Call for Payment; Nonassessable Shares; Default in Payment

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies terms. A call for payment by the board of directors must be uniform as far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued under subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-2. Subscription Agreement; Powers of Directors; Consideration; Escrowed or Restricted Shares for Future Services or Benefits

Sec. 2. (a) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to this section.
(b) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(c) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including the following:
(1) Cash.
(2) Promissory notes.
(3) Services performed.
(4) Contracts for services to be performed.
(5) Other securities of the corporation. If shares are authorized to be issued for promissory notes or for promises to provide services in the future, the corporation shall report in writing to the shareholders the number of shares authorized to be so issued with or before the notice of the next shareholders' meeting. However, a corporation that is subject to the Securities Exchange Act of 1934, as amended, satisfies the reporting requirement of this subsection by complying with the proxy disclosure provisions of that act.
(d) The corporation may issue shares for the consideration received or to be received as the board of directors determines to be adequate. The determination by the board of directors is conclusive with regard to the adequacy of consideration for the issuance of shares and with regard to whether the shares are validly issued, fully paid, and nonassessable.
(e) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued are fully paid and nonassessable.
(f) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against the purchase price until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.210.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-3. Shareholder Liability for Corporate Acts or Indebtedness

Sec. 3. (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or the corporation's creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-4. Pro Rata Shares; Share Dividend or Split; Record Date of Dividend

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of at least one (1) class or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.
(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1) the articles of incorporation so authorize;
(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3) there are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-5. Purchase Rights, Options, or Warrants; Corporate Shares or Other Securities

Sec. 5. A corporation, acting through the corporation's board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration and may be issued pro rata.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-6. Share Certificates; Contents; Requisites; Validity of Signature

Sec. 6. (a) Shares may be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not the shares are represented by certificates.
(b) At a minimum each share certificate must state on the certificate face the following:
(1) The name of the issuing corporation and that the corporation is organized under Indiana law.
(2) The name of the person to whom issued.
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class:
(1) the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series and the authority of the board of directors to determine variations for future series must be summarized on the front or back of each certificate; or
(2) each certificate may state conspicuously on the front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate:
(1) must be signed either manually or in facsimile by at least two (2) officers designated in the bylaws or by the board of directors; and
(2) may bear the seal or a facsimile of the seal of the corporation.
(e) If the person who signed either manually or in facsimile a share certificate no longer holds office when the certificate is issued, the certificate remains valid.
As added by P.L.14-1992, SEC.163. Amended by P.L.79-1998, SEC.89.