reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-5.4. "Charitable Remainder Annuity Trust"

Sec. 5.4. "Charitable remainder annuity trust" has the meaning set forth in Section 664(d)(1) of the Internal Revenue Code.
As added by P.L.172-1996, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-5.6. "Charitable Remainder Unitrust"

Sec. 5.6. "Charitable remainder unitrust" has the meaning set forth in Section 664(d)(2) or 664(d)(3) of the Internal Revenue Code.
As added by P.L.172-1996, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-6. "Disqualified Person"

Sec. 6. "Disqualified person" means an individual, corporation, limited liability company, partnership, fiduciary, trust, association, government agency, or other entity that for any reason is or becomes ineligible under this article to own shares issued by a professional corporation. The term includes a charitable remainder unitrust or charitable remainder annuity trust that is or becomes a disqualified person for failure to comply with section 13(3) of this chapter.
As added by P.L.239-1983, SEC.1. Amended by P.L.8-1993, SEC.307; P.L.172-1996, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-8. "Health Care Professional"

Sec. 8. "Health care professional" means an individual who is licensed, certified, or registered by a board (as defined in IC 25-1-9-1). However, the term does not include a veterinarian.
As added by P.L.239-1983, SEC.1. Amended by P.L.150-1986, SEC.1; P.L.149-1987, SEC.15; P.L.14-2002, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-9. "Licensing Authority"

Sec. 9. "Licensing authority" means the following:
(1) In the case of an accounting professional, the Indiana state board of public accountancy.
(2) In the case of an architectural professional, the board of registration for architects and landscape architects.
(3) In the case of an engineering professional, the state board of registration for professional engineers.
(4) In the case of an attorney, the Indiana supreme court.
(5) In the case of a health care professional, the board (as defined in IC 25-1-9-1) that issues the individual's license, certification, or registration.
(6) In the case of a veterinarian, the Indiana board of veterinary medicine.
(7) In the case of a professional surveyor, the state board of registration for professional surveyors.
(8) In the case of a real estate professional, the Indiana real estate commission.
As added by P.L.239-1983, SEC.1. Amended by P.L.137-1985, SEC.4; P.L.169-1985, SEC.20; P.L.150-1986, SEC.2; P.L.149-1987, SEC.16; P.L.23-1991, SEC.6; P.L.33-1993, SEC.8; P.L.229-1995, SEC.2; P.L.24-1999, SEC.1; P.L.82-2000, SEC.1; P.L.14-2002, SEC.2; P.L.57-2013, SEC.23; P.L.48-2022, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-10. "Professional Corporation"

Sec. 10. "Professional corporation" means:
(1) a corporation for profit organized under this article; or
(2) a foreign corporation admitted to do business under this article.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-11. "Professional Service"

Sec. 11. "Professional service" means any type of service that may be legally performed only by:
(1) an accounting professional;
(2) an architectural or engineering professional;
(3) an attorney;
(4) a health care professional;
(5) a veterinarian; or
(6) a real estate professional.
As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-12. "Qualified Person"

Sec. 12. "Qualified person" means an individual, general partnership, professional corporation, or trustee of a qualified trust that is eligible under this article to own shares issued by a professional corporation.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-13. "Qualified Trust"

Sec. 13. "Qualified trust" means one (1) of the following:
(1) A trust of which the entire beneficial ownership is owned by a qualified person and the trustee is a qualified person.
(2) A voting trust established under IC 23-1-31, if the beneficial owner of any shares on deposit and the trustee of the voting trust are qualified persons.
(3) A charitable remainder unitrust or charitable remainder annuity trust that complies with each of the following conditions:
(A) Has one (1) or more current income recipients, all of whom are qualified persons.
(B) Has a trustee or an independent special trustee who:
(i) is a qualified person; and
(ii) has exclusive authority over the shares of the professional corporation while the shares are held in the trust.
(C) Has one (1) or more irrevocably designated charitable remaindermen, all of which must at all times:
(i) be domiciled; or
(ii) maintain a local chapter;
in Indiana.
(D) When distributing any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in Section 170(c) of the Internal Revenue Code that:
(i) are domiciled; or
(ii) maintain a local chapter;
in Indiana.
As added by P.L.239-1983, SEC.1. Amended by P.L.149-1986, SEC.46; P.L.172-1996, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-13.5. "Real Estate Professional"

Sec. 13.5. "Real estate professional" means an individual who is licensed as a real estate broker licensed under IC 25-34.1-3-4.1.
As added by P.L.229-1995, SEC.4. Amended by P.L.127-2012, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 1. Definitions › 23-1.5-1-14. "Veterinarian"

Sec. 14. "Veterinarian" means an individual admitted to practice veterinary medicine under IC 25-38.1-3.
As added by P.L.239-1983, SEC.1. Amended by P.L.2-2008, SEC.47.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-1. Application of Ic 23-1

Sec. 1. IC 23-1 applies to professional corporations formed under this article. However, in the event of a conflict between this article and IC 23-1, this article applies.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-2. Performance of Administrative Functions by Bureaus

Sec. 2. All administrative functions, duties, and responsibilities assigned by this article to any licensing authority shall be performed by the appropriate bureau.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-3. Formation of Professional Corporations; Authorization of Investments; Admission of Foreign Professional Corporations

Sec. 3. (a) Except as provided in subsections (c) and (d) and IC 25-2.1-5, a professional corporation may be formed to render professional services as follows:
(1) One (1) or more accounting professionals may form a professional corporation to render services that may legally be performed only by an accounting professional.
(2) One (1) or more architectural or engineering professionals may form a professional corporation to render services that may legally be performed only by an architectural or engineering professional.
(3) One (1) or more attorneys may form a professional corporation to render services that may legally be performed only by an attorney.
(4) One (1) or more health care professionals may form a professional corporation to render services that may legally be performed only by a health care professional.
(5) One (1) or more veterinarians may form a professional corporation to render services that may legally be performed only by a veterinarian.
(6) One (1) or more real estate professionals may form a professional corporation to render services that may legally be performed only by a real estate professional.
(b) A foreign professional corporation may be admitted to render professional services in Indiana by complying with IC 23-1.5-5.
(c) A domestic professional corporation or a foreign professional corporation admitted to render professional services in Indiana:
(1) shall have at least one (1) shareholder who is licensed in Indiana; and
(2) may have at least one (1) shareholder who is licensed under the laws of another state to render similar professional services.
(d) In addition to the professional services permitted by its articles of incorporation, a professional corporation may invest its funds in any type of investment not prohibited by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995, SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-4. Qualifications of Directors and Officers

Sec. 4. The directors of a professional corporation and all the officers other than the secretary and the treasurer must be qualified persons with respect to the corporation.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-5. Persons Rendering Professional Services; Licensing

Sec. 5. (a) A professional corporation may render professional services only through individuals permitted to render such services in Indiana. However, individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services (such as clerks, bookkeepers, and technicians) are not required to be licensed to perform their services.
(b) A licensed individual acting in his individual capacity may render professional services, even though the individual may be a shareholder, director, officer, employee, or agent of a professional corporation.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-6. Liability of Corporation, Shareholders, and Persons Rendering Professional Services

Sec. 6. (a) An individual who renders professional services as an employee of a professional corporation is liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner.
(b) An individual who renders professional services as an employee of a professional corporation is liable for the conduct of other employees of the professional corporation under his direction or control to the same extent a sole practitioner would be so liable.
(c) A corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.
(d) Except as otherwise provided by statute or by rule of the licensing authority, the personal liability of a shareholder of a professional corporation is no greater in any respect than that of a shareholder of a corporation organized under IC 23-1.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-7. Relationship of Patient or Client to Corporation or Person Performing Professional Services; Privileged Communications

Sec. 7. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient is the same as if the individual performed such services as a sole practitioner.
(b) The relationship between a professional corporation performing professional services and the client or patient is the same as between the client or patient and the individual performing the services.
(c) A privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under Indiana law remains inviolate and extends to a professional corporation and its employees in all cases in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving such services.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-9.1. Certificate of Incorporation; Requirements; Issuance

Sec. 9.1. The secretary of state may issue a certificate of incorporation under this article if the articles of incorporation:
(1) meet the requirements of all of the following:
(A) IC 23-1-21-2;
(B) IC 23-0.5-3, with respect to names; and
(C) this article; and
(2) include any other information required by the secretary of state to determine proper licensure or qualification of the proposed corporation or shareholders of the proposed corporation to incorporate under state law.
As added by P.L.52-2018, SEC.39.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 2. Administrative Provisions › 23-1.5-2-11.1. Biennial Report

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13.
As added by P.L.34-1997, SEC.4. Amended by P.L.52-2018, SEC.40.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 3. Ownership › 23-1.5-3-1. Shares; Issuance; Transfer

Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
(1) individuals who are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;
(2) general partnerships in which all the partners are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;
(3) professional corporations authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation; and
(4) the trustee of a qualified trust.
(b) When determined necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares, but no such rule may, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person. All shares issued in violation of:
(1) this section; or
(2) any rule adopted by a licensing authority as provided by this section;
are void.
(c) Except as provided in IC 25-2.1-5, a shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional corporations, and trustees of qualified trusts qualified under this article to own shares issued directly to them by the professional corporation. A transfer of shares in violation of this subsection is void; however, this subsection does not apply to the transactions described in section 3 of this chapter.
(d) Each certificate representing shares of a professional corporation must state conspicuously upon its face that the shares represented by that certificate are subject to:
(1) restrictions on transfer imposed by this article; and
(2) such restrictions on transfer as may be imposed by the licensing authority under this article.
(e) This section does not permit or authorize an individual to practice within Indiana any profession with respect to which a license or registration is required by the state without the individual being licensed or registered under the laws of the state.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.5; P.L.128-2001, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 3. Ownership › 23-1.5-3-2. Authority to Purchase Shares From Disqualified Persons

Sec. 2. A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or earned surplus for the purchase; however, no purchase of or payment for its own shares may be made at a time when the corporation is insolvent or when the purchase or payment would make it insolvent.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 3. Ownership › 23-1.5-3-4. Proxies; Voting Trusts

Sec. 4. (a) A proxy for shares of a professional corporation is valid only if it is given to a qualified person of that corporation.
(b) A voting trust with respect to shares of a professional corporation is valid only if all the trustees and beneficiaries of the voting trust are qualified persons.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 3. Ownership › 23-1.5-3-5. Powers of Administrator, Executor, Guardian, and Others of Estate of Shareholder Who Holds All Outstanding Shares

Sec. 5. This section applies to an administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation. Such a person may:
(1) exercise voting rights; and
(2) serve as a director and officer of the corporation;
for the purposes of amending the articles of incorporation as provided in IC 23-1.5-4-2 or dissolving the corporation.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 3. Ownership › 23-1.5-3-6.1. Professional Corporation; Notice of Changes

Sec. 6.1. (a) A professional corporation shall notify the secretary of state of a change:
(1) in the ownership of any share in the professional corporation; or
(2) to the professional corporation's business address;
not more than thirty (30) days after the date on which the change occurs.
(b) The notice of change in ownership described in subsection (a) must include the name and post office address of the transferor shareholder and the transferee shareholder.
(c) The notice of change in business address described in subsection (a) must include the street address of the previous location and the street address of the new location of the professional corporation.
As added by P.L.52-2018, SEC.41.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-1. Merger and Consolidation

Sec. 1. (a) A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation.
(b) Upon the merger or consolidation of a professional corporation, if the surviving or new corporation is to render professional services in Indiana, it shall comply with this article.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-2. Cessation of Professional Services

Sec. 2. (a) If a professional corporation ceases to render professional services, the corporation shall:
(1) amend its articles of incorporation to delete from its stated purposes the rendering of professional services; and
(2) conform to the requirements of IC 23-1 regarding its corporate name.
(b) The corporation may then continue in existence as a corporation under IC 23-1 and is no longer subject to this article.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-3. Involuntary Dissolution

Sec. 3. (a) A professional corporation formed under this article may be involuntarily dissolved as provided by IC 23-1-47.
(b) In addition to the causes specified in IC 23-1-47 for the involuntary dissolution of a corporation, a failure to comply with this article is a cause for the involuntary dissolution of a professional corporation under IC 23-0.5-6.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987, SEC.278; P.L.118-2017, SEC.30.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-4. Right of Corporation to Accept This Article

Sec. 4. (a) Any corporation organized under Indiana law for any purpose or purposes for which a corporation might be organized under this article, and existing on September 1, 1983, may accept this article, and avail itself of the rights and privileges provided by this article, by complying with this article. Without limitation, this right to accept this article extends to any corporation formed under this or any other general statute, for any purpose or purposes for which a corporation might be organized under this article, if the corporation existed on or after September 1, 1983, or if its articles of incorporation fix a time of corporate existence that has terminated or thereafter terminates, if this corporation files its articles of acceptance within two (2) years after such termination. The acceptance of this article may be effected by the officer, directors, and members of the corporation or by persons acting as such.
(b) Upon acceptance and compliance with the requirements of this article, the corporation shall be considered to have existed since termination and its acts, during this time, have the same validity as if performed before termination.
(c) This section does not apply to any corporation whose corporate franchise has been forfeited under any other statute.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-5. Articles of Acceptance; Approval by Board of Directors and Members; Presentation to Secretary of State

Sec. 5. (a) The board of directors or trustees of a corporation desiring to accept this article shall, by a resolution adopted by a majority vote of the board, approve articles of acceptance setting forth the following information:
(1) The name of the corporation.
(2) The location of its principal office and the name and address of its resident agent.
(3) The date of its incorporation.
(4) A designation of the law under which it was organized.
(5) A declaration that it accepts all of the terms and provisions of this article.
(6) A restatement of those provisions of its articles of incorporation or association that it desires to have continued in effect, as long as the provisions restated would have been authorized by this article as provisions of original articles of incorporation for a corporation organized under this article. Failure to restate such provisions in the articles of acceptance constitutes nonconformance to law, and the secretary of state shall refuse to file these articles of acceptance. Any provision not stated in its articles of acceptance is not effective after the articles are filed; however, this subdivision does not prevent any corporation from adopting and filing amended articles of acceptance that make the articles conform to this subdivision. Amended articles of acceptance shall be filed and recorded in the same manner as required for original articles of acceptance.
(b) The resolution of the board of directors approving the articles of acceptance must direct that the articles be submitted to a vote of those members of the corporation who are entitled to vote in respect to the articles, at a designated meeting, which may be an annual meeting of members or a special meeting of those members who are entitled to vote. If the designated meeting is an annual meeting, notice of the submission of the articles of acceptance shall be included in the notice of the annual meeting. If it is a special meeting, it shall be called by the resolution designating the meeting and notice shall be given at the time and in the manner provided in IC 23-17-10.
(c) The articles of acceptance approved by the board of directors shall be submitted to a vote of the members as provided in subsection (b). To be adopted, they must receive the affirmative votes of two-thirds (2/3) of the members entitled to vote.
(d) Upon approval and adoption, the articles of acceptance:
(1) shall be signed in duplicate, in the form prescribed by the secretary of state, by any current officer of the corporation and verified and affirmed subject to penalties for perjury; and
(2) shall be presented in duplicate to the secretary of state at his office, accompanied by those fees prescribed by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-6. Articles of Acceptance; Approval by Secretary of State

Sec. 6. Upon the presentation of the articles of acceptance, the secretary of state, if he finds they conform to the requirements of section 5 of this chapter, shall endorse his approval upon both of the copies of the articles, and, when all fees have been paid as required by law, shall:
(1) file one (1) copy of the articles in his office;
(2) issue a certificate of acceptance; and
(3) return to the corporation the remaining copy of the articles of acceptance, bearing the endorsement of his approval, together with the certificate of acceptance.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 4. Change of Corporate Form › 23-1.5-4-7. Certificate of Acceptance; Issuance

Sec. 7. The acceptance becomes effective upon issuance of a certificate of acceptance by the secretary of state. The corporation is entitled to all rights and privileges and is subject to all penalties, liabilities, and restrictions provided by this article granted to or imposed upon corporations organized under this article. The articles of incorporation shall be considered to be amended to the extent, if any, that any provision or provisions of the articles are restated in the articles of acceptance.
As added by P.L.239-1983, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 5. Foreign Professional Corporations › 23-1.5-5-1. Foreign Professional Corporation; Compliance With State Law

Sec. 1. (a) A foreign professional corporation desiring to be admitted to render professional services in Indiana must:
(1) comply with IC 23-0.5-5;
(2) comply with this article;
(3) comply with the name requirements of IC 23-0.5-3; and
(4) provide any information required by the secretary of state to determine proper licensure or qualification of the foreign corporation or shareholders of the foreign corporation to transact business in Indiana.
(b) IC 23-0.5-5-7 applies to the foreign professional corporation.
As added by P.L.239-1983, SEC.1. Amended by P.L.11-1987, SEC.26; P.L.118-2017, SEC.31; P.L.52-2018, SEC.42.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1.5. Professional Corporations › Chapter 5. Foreign Professional Corporations › 23-1.5-5-2. Revocation of Certificate of Admission

Sec. 2. The certificate of admission of any foreign corporation admitted to render professional services in Indiana may be revoked at any time by the secretary of state:
(1) as provided by IC 23-0.5-5-11; or
(2) for failure to comply with this article.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987, SEC.279; P.L.118-2017, SEC.32.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-0.5. Consideration of Franchisor as Employer or Co-Employer

Sec. 0.5. (a) As used in this section, "franchisor" has the meaning set forth in 16 CFR 436.1(k).
(b) As used in this section, "franchisee" has the meaning set forth in 16 CFR 436.1(i).
(c) For purposes of this chapter, a franchisor is not considered to be an employer or co-employer of:
(1) a franchisee; or
(2) an employee of a franchisee;
unless the franchisor agrees, in writing, to assume the role of an employer or co-employer of the franchisee or the employee of a franchisee.
As added by P.L.161-2016, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-2. Application of Chapter

Sec. 2. This chapter applies to an offer or franchise if:
(a) the offeree or franchisee is an Indiana resident; or
(b) the franchised business contemplated by the offer or franchise will be or is operated in Indiana.
An offer to sell is not made in this state because the franchisor circulates or there is circulated on his behalf in Indiana an advertisement in: (1) a bona fide newspaper or other publication of general, regular and paid circulation which has had more than two-thirds (2/3) of its circulation outside this state during the past twelve (12) months; or (2) a radio or television program originating outside this state which is received in Indiana.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-4. Exempt Franchisees

Sec. 4. The offer of sale of a franchise by a franchisee who is not an affiliate of the franchisor for his own account is exempt from section 9 if the offer or sale is not effected by or through a franchisor. A sale is not effected by or through a franchisor if a franchisor is entitled to approve or disapprove a different franchisee.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-5. Sales Exempted by Commissioner

Sec. 5. Section 9 does not apply to an offer or sale which the commissioner, by rule or order, exempts as not being comprehended within the purposes of this law and the registration of which he finds is not necessary or appropriate in the public interest or for the protection of investors.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-6. Denial or Revocation of Exemptions; Grounds

Sec. 6. The commissioner may, without a hearing, issue a stop order denying or revoking any exemption specified in sections 3, 4, or 5 with respect to an offer or sale if he finds that it is in the public interest and either:
(a) that there has been a failure to comply with any of the provisions of this chapter; or
(b) that the offer or sale would constitute misrepresentation to, or deceit or fraud on, the purchaser or offeree.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-7. Notice of Denial or Revocation of Exemptions; Hearing

Sec. 7. (a) Upon the entry of a stop order under section 6 of this chapter, the commissioner shall notify the franchisor:
(1) of the entry of the stop order;
(2) of the reasons for the stop order; and
(3) that, upon receipt of a written request, the matter will be set down for hearing to commence within fifteen (15) days after receipt of such request, unless the franchisor consents to a later date.
(b) If no hearing is requested or none is ordered by the commissioner, the stop order is effective until it is modified or vacated by the commissioner.
(c) If a hearing is requested or ordered, the commissioner, after notice and hearing, may modify or vacate the stop order.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-8. Determination of Exemption; Request; Fee; Notice; Hearing; Order

Sec. 8. (a) The commissioner may determine whether any proposed offer or sale is entitled to an exemption. However, the commissioner may decline to exercise that authority as to any such offer or sale. Any interested party desiring the commissioner to exercise the authority to determine whether a proposed offer or sale is entitled to an exemption shall submit to the commissioner the following:
(1) A verified statement of all material facts relating to the proposed offer or sale.
(2) Documentation demonstrating that the requirements for exemption under sections 3, 4, and 5 of this chapter, and any rules adopted under those sections, are met.
(3) A written request for a ruling as to the particular exemption claimed.
(4) A filing fee of fifty dollars ($50.00).
(b) After such notice to interested parties as the commissioner deems proper and after a hearing, if any, the commissioner may enter an order finding the proposed offer or sale entitled or not entitled to the exemption claimed. Any order so entered, unless an appeal be taken therefrom in the manner prescribed in this chapter is binding upon the commissioner and upon all interested parties if the proposed offer or sale of a franchise when consummated or issued conforms in every relevant and material particular with the facts set forth in the verified statement submitted.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.205-2021, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-9. Offer or Sale of Franchise; Requisites; Disclosure Statement

Sec. 9. No person may offer or sell any franchise:
(1) unless the franchise is registered under this chapter or is exempt from such registration under sections 3 through 5 of this chapter; and
(2) without first providing to the prospective franchisee at least ten (10) days prior to the execution by the prospective franchisee of a binding franchise or at least ten (10) days prior to the receipt by the franchisor of any consideration, whichever first occurs, a disclosure statement together with a copy of all proposed contracts relating to the sale of a franchise.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-10. Repealed

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.8-1993, SEC.310. Repealed by P.L.168-2001, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-10.5. Registration of Franchise; Notification Form

Sec. 10.5. (a) A person who wants to offer for sale a franchise in Indiana and who is not exempt under sections 3 through 5 of this chapter shall register the franchise by notification to the commissioner on a notification form prescribed by the commissioner. The notification shall include the following:
(1) The name of the franchisor.
(2) The name or names under which the franchisor intends to do business.
(3) The franchisor's principal business address.
(b) The following items shall be filed with the notification:
(1) One (1) copy of the disclosure statement required under section 13 of this chapter.
(2) The consent to service of process required under section 24 of this chapter, unless consent has previously been filed by the person.
(3) The registration fee required under section 43 of this chapter.
(c) A franchisor may register only one (1) franchise for each notification.
(d) The registration of a franchise under this section is effective upon the commissioner's receipt of the notification. The notification is effective for one (1) year from the date of the commissioner's receipt of the notification.
(e) Except as provided in section 13.1 of this chapter, during the one (1) year registration period, a person is not required to file with the commissioner any supplemental information, including any amendments to the disclosure statement, unless the commissioner, acting under the commissioner's authority to suspend or revoke a registration under section 14 of this chapter, requests the information.
As added by P.L.168-2001, SEC.2. Amended by P.L.152-2020, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-11. Signatures and Verifications

Sec. 11. Registration notification forms, registration renewal forms, and amendments thereto, shall be signed and verified by the franchisor.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-12. Escrow or Impoundment of Franchise Fees; Inadequate Funding

Sec. 12. If the commissioner finds that:
(1) the franchisor has failed to demonstrate that adequate financial arrangements have been made to fulfill obligations to provide real estate, improvements, equipment, inventory, training, or other items included in the offering; and
(2) the escrow or impoundment of franchise fees is necessary and appropriate to protect prospective franchisees;
the commissioner may by order require the escrow or impoundment of franchise fees and other funds paid by the franchisee until no later than the time of opening of the business of the franchisee.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-13. Disclosure Statements

Sec. 13. A registration notification form filed under section 10.5 of this chapter shall be accompanied by the fee prescribed in section 43 of this chapter and by one (1) copy of a disclosure statement. The disclosure statement shall be in a form prescribed by the commissioner or in a form permitted under 16 CFR 436, as amended.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-13.1. Material Change in Information; Amended Disclosure Statement Required

Sec. 13.1. (a) Subject to subsection (b), a person that has a registration in effect under this chapter shall, not later than thirty (30) days after the occurrence of any material change in the information set forth in the person's disclosure statement under section 13 of this chapter, notify the commissioner of the change by filing an amended copy of the disclosure statement.
(b) A "material change" requiring notification to the commissioner under subsection (a) includes the following:
(1) The occurrence of any of the following within any three (3) month period:
(A) The termination, closing, or failure to renew the franchise of either:
(i) ten percent (10%) of all franchises of the franchisor, regardless of the location of the franchises; or
(ii) ten percent (10%) of the franchisor's franchises that are located in Indiana.
(B) The purchase by the franchisor of either:
(i) ten percent (10%) of the franchisor's existing franchises, regardless of the location of the franchises; or
(ii) ten percent (10%) of the franchisor's existing franchises that are located in Indiana.
(2) Any:
(A) change in control, corporate name, or state of incorporation; or
(B) reorganization;
of the franchisor.
(3) Either of the following:
(A) The introduction of any new product, service, model, or line involving, directly or indirectly, an additional investment by franchisees that exceeds twenty percent (20%) of the average investment made by all franchisees immediately before the introduction of the new product, service, model, or line.
(B) The discontinuation or modification of the marketing plan or marketing system of any product or service of the franchisor if the average total sales attributable to the product or service exceed twenty percent (20%) of the average annual gross sales of existing franchisees immediately before the discontinuation or modification of the marketing plan or marketing system.
(4) Any change in the franchise fees charged by the franchisor.
(5) Any significant change in:
(A) the obligations of a franchisee to purchase items from the franchisor or the franchisor's designated sources;
(B) the limitations or restrictions on goods or services that a franchisee may offer to a customer;
(C) the obligations to be performed by the franchisor or a franchisee; or
(D) the franchise contract or agreement, including any amendments to the franchise contract or agreement.
(6) Any other change designated as material by the commissioner by rule adopted or order issued under this chapter.
As added by P.L.152-2020, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-15. Notice of Stop Order

Sec. 15. (a) Upon the entry of a stop order under section 14 of this chapter, the commissioner shall notify the franchisor:
(1) of the entry of the stop order;
(2) of the reasons for the stop order; and
(3) that, upon receipt of a written request, the matter will be set down for hearing to commence within fifteen (15) days after receipt of such request, unless the franchisor consents to a later date.
(b) If no hearing is requested or none is ordered by the commissioner, the stop order is effective until it is modified or vacated by the commissioner.
(c) If a hearing is requested or ordered, the commissioner, after notice and hearing, may modify or vacate the stop order.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-16. Stop Orders; Vacating or Modifying

Sec. 16. The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public interest to do so.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-17. Effectiveness of Registration

Sec. 17. If no stop order under section 14 of this chapter is in effect, registration by notification takes effect upon the commissioner's receipt of the notification form. A registration by notification is effective for a period of one (1) year.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-18. Renewal of Registration; Period

Sec. 18. A registration by notification may be renewed by submitting to the commissioner a registration renewal form not later than the date the registration is due to expire. Registration of the offer is renewed at the time the registration would have expired unless the franchisor requests an earlier renewal date. A renewal is effective for a period of one (1) year unless the commissioner specifies a shorter period.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.9; P.L.48-2006, SEC.6; P.L.152-2020, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-19. Renewal Forms

Sec. 19. A registration renewal form shall be in the form and contain the content prescribed by the commissioner and shall be accompanied by one (1) copy of the proposed disclosure statement. Each such registration renewal form shall be accompanied by the fee prescribed in section 43 of this chapter.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-20. Repealed

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.3. Repealed by P.L.30-2002, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-21. Records of Sales

Sec. 21. Every franchisor offering franchises for sale shall maintain a complete set of books, records, and accounts of those sales.
Formerly: Acts 1975, P.L.262, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-22. Experts

Sec. 22. The commissioner may accept and act upon the opinions, appraisals, or reports of any experts which may be presented by a franchisor or any interested party, on any question of fact concerning the franchises proposed to be offered or sold. The commissioner may also have any or all matters concerning those franchises investigated, appraised, passed upon or certified to the commissioner by any experts selected by the commissioner, at the expense of the franchisor.
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 2. Securities and Franchises › Chapter 2.5. Franchises › 23-2-2.5-23. Registration or Filing Not Considered Finding Upon Merits

Sec. 23. (a) Neither:
(1) the fact that a registration renewal form has been filed or a registration notification form has been submitted to the commissioner under section 10.5 of this chapter; nor
(2) the fact that such registration has become effective;
constitutes a finding by the commissioner that any document filed under this chapter is true, complete, or not misleading. Neither any such fact nor the fact that an exemption is available for a transaction means that the commissioner has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, franchise or transaction.
(b) A person may not make or cause to be made to any prospective purchaser or offeree any representation inconsistent with subsection (a).
Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.12.