reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-36. Effect of Dissolution on Partner's Existing Liability

Sec. 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he was a partner but subject to the prior payment of his separate debts and for which the partner was liable under section 15 of this chapter.
Formerly: Acts 1949, c.114, s.36. As amended by P.L.230-1995, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-37. Right to Wind Up

Sec. 37. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs: Provided, however, That any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.
Formerly: Acts 1949, c.114, s.37.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-38. Rights of Partners to Application of Partnership Property

Sec. 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 36(2) of this chapter, he shall receive in cash only the net amount due him from the partnership.
(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have:
(I) All the rights specified in paragraph (1) of this section, and
(II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2)(a)(II) of this section, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(I) If the business is not continued under the provisions of paragraph (2)(b) all the rights of a partner under paragraph (1), subject to clause (2)(a)(II), of this section.
(II) If the business is continued under paragraph (2)(b) of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
Formerly: Acts 1949, c.114, s.38. As amended by P.L.34-1987, SEC.303.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-39. Rights Where Partnership Is Dissolved for Fraud or Misrepresentation

Sec. 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,
(a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
Formerly: Acts 1949, c.114, s.39.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-40. Rules for Distribution

Sec. 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(a) The assets of the partnership are:
(I) The partnership property.
(II) The contribution of the partners specified in clause (d) of this paragraph.
(b) The liabilities of the partnership shall rank in order of payment, as follows:
(I) Those owing to creditors other than partners.
(II) Those owing to partners other than for capital and profits.
(III) Those owing to partners in respect of capital.
(IV) Those owing to partners in respect of profits.
(c) The assets shall be applied in the order of their declaration in clause (a) of this paragraph to the satisfaction of the liabilities.
(d) Except as provided in section 15(2) of this chapter, the partners shall contribute, as provided by section 18(a) of this chapter, the amount necessary to satisfy the liabilities; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in clause (d) of this paragraph.
(f) Any partner or his legal representative shall have the right to enforce the contributions specified in clause (d) of this paragraph, to the extent of the amount which he has paid in excess of his share of the liability.
(g) The individual property of a deceased partner shall be liable for the contributions specified in clause (d) of this paragraph.
(h) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(i) Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:
(I) Those owing to separate creditors.
(II) Those owing to partnership creditors.
(III) Those owing to partners by way of contribution.
Formerly: Acts 1949, c.114, s.40. As amended by P.L.34-1987, SEC.304; P.L.230-1995, SEC.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-42. Rights of Retiring or Estate of Deceased Partner When Business Is Continued

Sec. 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section 41(1), 41(2), 41(3), 41(5), 41(6), or (38)(2)(b) of this chapter, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner shall have priority on any claim arising under this section, as provided by section 41(8) of this chapter.
Formerly: Acts 1949, c.114, s.42. As amended by P.L.34-1987, SEC.306.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-43. Accrual of Actions

Sec. 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding-up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
Formerly: Acts 1949, c.114, s.43.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-44. Limited Liability Partnerships; Legislative Intent and Policy

Sec. 44. (1) It is the intent of the legislature that the legal existence of limited liability partnerships formed under an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such limited liability partnerships transacting business outside this state be granted the protection of full faith and credit of the Constitution of the United States.
(2) It is the policy of this state that the internal affairs of partnerships, including limited liability partnerships, formed under an agreement governed by this chapter, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership, a partner, or partners, are subject to and governed by the laws of this state.
As added by P.L.230-1995, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-45. Limited Liability Partnerships; Registration; Notice

Sec. 45. (a) To qualify as a limited liability partnership, a partnership under this chapter must file a registration with the secretary of state in a form determined by the secretary of state that satisfies the following:
(1) States the address of the partnership's principal office.
(2) States the name of the partnership's registered agent and the address of the partnership's registered office for service of process as required to be maintained by IC 23-0.5-4.
(3) Contains a brief statement of the business in which the partnership engages.
(4) States any other matters that the partnership determines to include.
(5) States that the filing of the registration is evidence of the partnership's intention to act as a limited liability partnership.
(b) The status of a partnership as a limited liability partnership and the liability of a partner of a limited liability partnership is not adversely affected by errors or subsequent changes in the information stated in a registration under subsection (a).
(c) A registration on file with the secretary of state is notice that the partnership is a limited liability partnership and is notice of all other facts set forth in the registration.
As added by P.L.230-1995, SEC.10. Amended by P.L.11-1996, SEC.21; P.L.34-1997, SEC.8; P.L.277-2001, SEC.6; P.L.178-2002, SEC.101; P.L.60-2007, SEC.2; P.L.40-2013, SEC.2; P.L.213-2015, SEC.246; P.L.118-2017, SEC.35.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-45.1. Limited Liability Partnerships; Amendment of Registration

Sec. 45.1. (a) As used in this section, “limited liability partnership” refers to a:
(1) limited liability partnership; or
(2) foreign limited liability partnership;
as defined in section 2 of this chapter.
(b) The registration of a limited liability partnership may be amended by filing in the office of the secretary of state a certificate of amendment executed by at least one (1) partner authorized to execute an amendment to the registration.
(c) A certificate of amendment must contain the following:
(1) The name of the limited liability partnership.
(2) The date the registration was filed.
(3) The amendment to the registration.
(d) A certificate of amendment must be accompanied by a thirty dollar ($30) filing fee.
(e) Subject to subsection (f), the registration of a limited liability partnership may be amended at any time.
(f) An amended registration must contain only provisions that may be lawfully contained in the registration when the amendment is made.
As added by P.L.34-1997, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-45.2. Limited Liability Partnerships; Withdrawal of Registration; Filing Fee

Sec. 45.2. (a) As used in this section, "limited liability partnership" refers to a:
(1) limited liability partnership; or
(2) foreign limited liability partnership;
as defined in section 2 of this chapter.
(b) The registration of a limited liability partnership may be withdrawn by filing in the office of the secretary of state a withdrawal notice executed by at least one (1) partner authorized to execute a withdrawal notice.
(c) A withdrawal notice must contain the following:
(1) The name of the limited liability partnership.
(2) The date the registration was filed.
(3) A brief statement regarding the reason for filing the withdrawal notice.
(4) Any other information considered appropriate by the limited liability partnership.
(d) A withdrawal notice must be accompanied by a filing fee established under IC 23-0.5-9.
(e) The withdrawal notice is effective and the partnership ceases to be a limited liability partnership on the date a withdrawal notice is filed with the secretary of state or at any later date or time specified in the notice.
As added by P.L.34-1997, SEC.10. Amended by P.L.118-2017, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-45.3. Repealed

As added by P.L.34-1997, SEC.11. Amended by P.L.277-2001, SEC.7; P.L.119-2015, SEC.25; P.L.170-2016, SEC.5. Repealed by P.L.118-2017, SEC.37.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-45.5. Repealed

As added by P.L.277-2001, SEC.9. Amended by P.L.119-2015, SEC.27; P.L.170-2016, SEC.6. Repealed by P.L.118-2017, SEC.38.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-46. Limited Liability Partnerships; Continuation of Partnership and Successor Partnership Registration

Sec. 46. A partnership that has registered as a limited liability partnership is for all purposes the same entity that existed before the registration and continues to be a partnership under the laws of this state. If a limited liability partnership dissolves under section 29 of this chapter, a partnership that is a successor to the limited liability partnership and that intends to be a limited liability partnership is not required to file a new registration and is considered to have filed any documents required or permitted under this section that were filed by the predecessor partnership.
As added by P.L.230-1995, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 1. Uniform Partnership Act › 23-4-1-49. Repealed

As added by P.L.230-1995, SEC.14. Amended by P.L.34-1997, SEC.12; P.L.277-2001, SEC.10; P.L.60-2007, SEC.3; P.L.213-2015, SEC.247. Repealed by P.L.118-2017, SEC.41.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-1. Settling and Closing Affairs

Sec. 1. In case of the death of one (1) partner, the surviving partner or partners shall proceed to settle and close up, as speedily as may be practicable, the partnership affairs, in accordance with the law in force and the provisions of this chapter.
Formerly: Acts 1877, c.86, s.1. As amended by P.L.34-1987, SEC.320.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-2. Inventory and Appraisal

Sec. 2. Such surviving partner or partners, within sixty (60) days after such death, shall proceed to make a full, true, and complete inventory of the estate, goods, chattels, rights, credits, moneys, and effects within the knowledge of the partner or partners, and shall cause the same to be appraised by:
(1) one (1) disinterested freeholder of the county; and
(2) one (1) disinterested appraiser licensed under IC 25-34.1;
who are residents of Indiana, one (1) of whom shall be selected by the surviving partner or partners and the other by the clerk of the court having probate jurisdiction, making a full and complete schedule thereof; which said schedule and appraisement shall be sworn to by said appraisers before the clerk of such court, specifying that the property described in said schedule is appraised at its true cash value; which schedule shall, by said appraisers, be filed in the office of the clerk of the court having probate jurisdiction, immediately after the completion thereof.
Formerly: Acts 1877, c.86, s.2. As amended by P.L.113-2006, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-3. Affidavit of Correctness of Inventory; List of Liabilities

Sec. 3. It shall be the duty of such surviving partner or partners, immediately upon the filing of such schedule of appraisement, to file with the clerk of the court having probate jurisdiction, his or their affidavit that the schedule filed by said appraisers contains a full, true and complete list of all property, rights, credits, moneys and effects belonging to said firm; and, at the same time, shall file a full, true and complete list of all the liabilities of said firm at the time of the death of said deceased partner, to which said list of liabilities said surviving partner or partners shall also append his or their affidavits testifying to the correctness thereof.
Formerly: Acts 1877, c.86, s.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-4. Bond

Sec. 4. Upon the filing of the inventory, appraisement, and list of liabilities, as in this chapter provided, such surviving partner or partners shall execute a bond, payable to the state of Indiana, in a sum double the amount of the interest of said decedent, as shown by said inventory, appraisement, and list of liabilities on file, conditioned for the faithful performance of his or their trust, signed by at least two (2) good and sufficient freehold sureties, to be approved by the clerk of said court. If such surviving partner or partners shall fail to file such bond within ten (10) days after the filing of such inventory and appraisement, the judge of the court having probate jurisdiction shall appoint a receiver to take charge of the assets of such firm, who shall proceed to settle the same as though a voluntary assignment of the assets of said firm had been made for the benefit of creditors.
Formerly: Acts 1877, c.86, s.4. As amended by P.L.34-1987, SEC.321.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-5. Appointment of Receiver on Failure to Comply With Act

Sec. 5. If such surviving partner or partners shall fail to file such inventory, appraisement, and list of liabilities, and bond, as in this chapter provided, or shall fail or refuse to take upon him or themselves the settlement of the business of such firm, the judge of the court having probate jurisdiction, upon petition filed by anyone interested in the settlement of such partnership, shall appoint a receiver to settle the affairs of such partnership, who shall proceed to settle the same as though a voluntary assignment for the benefit of the creditors had been made by the surviving partner or partners of such firm.
Formerly: Acts 1877, c.86, s.5. As amended by P.L.34-1987, SEC.322.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-6. Petition to Appoint Receiver; Notice

Sec. 6. Any person interested in the settlement of such partnership business may file a petition in the court having probate jurisdiction to have a receiver appointed to settle the same, and shall give the surviving partner or partners ten (10) days notice of the time and place of hearing such petition; and if, upon the hearing thereof, the judge of such court shall be convinced that such partnership business is not being properly settled, or that the assets of such firm are being wasted, he shall appoint a receiver to settle the same, as provided in this chapter.
Formerly: Acts 1877, c.86, s.6. As amended by P.L.34-1987, SEC.323.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-7. Disposition of Surplus

Sec. 7. Upon the settlement of such partnership business, the surviving partner or partners shall report the same to the proper court and pay the surplus belonging to such deceased partner into court, to be paid out, on the order of the judge, to such person or persons as may be entitled to the same by law; and such surviving partner or partners shall settle such partnership business within two (2) years from the filing of such inventory and appraisement, unless the court for good cause shown shall grant a longer time.
Formerly: Acts 1877, c.86, s.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 4. Partnerships › Chapter 3. Accounting by Surviving Partners › 23-4-3-8. Release of Sureties

Sec. 8. The sureties upon the bond of such surviving partner or partners may be released as in cases of sureties upon the bond of executors and administrators.
Formerly: Acts 1877, c.86, s.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-1. Short Title

Sec. 1. This chapter may be cited as the Indiana Business Trust Act of 1963.
Formerly: Acts 1963, c.353, s.1. As amended by P.L.34-1987, SEC.324.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-2. Definitions

Sec. 2. For the purpose of this chapter:
(a) A "business trust" is an unincorporated business association which is created by a trust instrument, pursuant to common law or enabling legislation, under which property is held, managed, administered, controlled, invested, reinvested, or operated, or business or professional activities for profit are carried on, by a trustee or trustees for the benefit and profit of such person or persons as are or may become the holders of transferable certificates, issued pursuant to the provisions of the trust instrument, which have either restricted or unrestricted transferability, evidencing beneficial interests in the trust estate, including but not limited to a trust of the type known at common law as a business trust, or Massachusetts trust, or a trust qualifying as a real estate investment trust under Section 856 of the Internal Revenue Code or under any similar statute. Such business trust may provide that the holders of such certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit. A business trust shall not be construed to include, and this chapter shall not apply to, the form of trust known as a land trust, under which a trustee or trustees holds the legal or equitable title to real estate, which does not issue transferable certificates of beneficial interest and which has less than one hundred beneficiaries. Nothing in the specific exclusion shall be construed to enlarge the operation or application of this chapter.
(b) A "domestic business trust" is one created under the laws of this state.
(c) A "foreign business trust" is one created under the laws of a territory or state other than Indiana.
(d) The "corpus" of any business trust shall consist of its net worth and shall be equivalent to the capital, paid-in surplus, and accumulated earnings or earned surplus of a corporation.
Formerly: Acts 1963, c.353, s.2. As amended by P.L.2-1987, SEC.33.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-3. Business Trust Created Prior to Chapter

Sec. 3. A business trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of this chapter are complied with, except that nothing contained in this chapter shall be construed to limit, prohibit, or invalidate the existence, acts, or obligations to the state or to any person, of any business trust created or doing business in this state prior to August 12, 1963.
Formerly: Acts 1963, c.353, s.3. As amended by P.L.34-1987, SEC.325.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-4. Required Filings; Recordation

Sec. 4. (a) Any business trust, whether domestic or foreign, desiring to transact business in this state, shall file the following documents and information in the office of the secretary of state, on such forms, if any, as such secretary may prescribe:
(1) An executed copy of the trust instrument by which the trust was created and of all amendments thereto or a true and correct copy thereof certified to be such by a trustee thereof before an official authorized to administer oaths or by a public official of another state, territory, or country in whose office an executed copy thereof is on file.
(2) A verified list of the names and addresses of its trustees.
(3) A balance sheet, certified by an independent certified or public accountant or firm of accountants as of the date no earlier than sixty (60) days prior to such date of filing, fairly and truly reflecting its assets and liabilities and specifically setting out its corpus and showing a net worth of not less than one thousand dollars ($1,000). A foreign business trust shall also file a statement showing the same information required of a foreign corporation under IC 23-1.
(4) The name and address of its registered agent as provided in IC 23-0.5-4.
(b) A foreign business trust shall comply with and be subject to all the provisions of IC 23-1 as though it were a foreign corporation. Before commencement of business in Indiana every trust, domestic or foreign, shall record in the office of the county recorder of the county in which the principal office of said business trust in this state is located a copy of the trust instrument duly bearing the file mark of the secretary of state.
Formerly: Acts 1963, c.353, s.4. As amended by P.L.149-1986, SEC.48; P.L.34-1997, SEC.13; P.L.118-2017, SEC.48.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-5. Application and Filing Fees

Sec. 5. Contemporaneously with the filing in the office of the secretary of state of the instruments required by section 4 of this chapter, domestic and foreign business trusts shall pay to the secretary of state an application fee of twenty dollars ($20).
Formerly: Acts 1963, c.353, s.5. As amended by P.L.34-1987, SEC.326; P.L.34-1997, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-6. Conditions Precedent to Beginning Business; Liability for Violations

Sec. 6. No business trust shall transact any business in this state, except such as may be incident to its organization, until it has fully complied with sections 4 and 5 of this chapter, and in event of any violation of this section, all trustees of such business trust, except those who filed their written dissent in the office of the secretary of state before such business was transacted, shall be jointly and severally liable for all debts and obligations of the business trust arising from the business so transacted in this state prior to compliance with sections 4 and 5 of this chapter.
Formerly: Acts 1963, c.353, s.6. As amended by P.L.34-1987, SEC.327.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-7. Amendments to Trust Instruments; Filing; Fees; Recordation

Sec. 7. The trust instrument by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the common or statutory law applicable to such business trust; provided, that no such amendment adopted subsequent to the preliminary filings required by section 4 of this chapter shall be legally effective in this state until an executed copy thereof has been filed in the office of the secretary of state accompanied by a fee of thirteen dollars ($13) and a file-marked copy thereof recorded in the office of the county recorder of the county in which the principal office of said business trust in this state is located.
Formerly: Acts 1963, c.353, s.7. As amended by P.L.34-1987, SEC.328.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-8. Powers; Construction of Instruments; Terms and Conditions; Binding Effect

Sec. 8. The power and authority of any business trust authorized under this chapter to transact business in this state shall be as specified in the instrument by which it was created as amended, including but not limited to general grants of power to act and limitations upon individual liability of stockholders, which instrument shall be construed and interpreted in accordance with the common and statutory law applicable to business trusts. Any such trust shall have the right to sue and be sued and if incidental to its purposes the right in its own name, or in the name of the person or persons or corporation or corporations who are from time to time its trustee or trustees, to acquire, hold title to, mortgage, sell, convey, lease, operate, invest in, lend on the security of, and otherwise deal in or with real and personal property; provided, that no business trust shall engage in the business of operating a savings association or credit union or have the power or authority to conduct a banking, railroad, insurance, surety, safe deposit, mortgage guaranty, or building and loan business, or in the business of mining or manufacturing, or in any business regulated under the utility regulatory commission, or take any action which is in violation of this chapter. Subject to the limitations in this section on power and authority, any person dealing with a business trust authorized under this chapter to transact business in this state shall be bound by the terms and conditions of the instrument by which the trust was created and by any amendments thereto which have been filed and recorded in compliance with section 7 of this chapter.
Formerly: Acts 1963, c.353, s.8. As amended by P.L.34-1987, SEC.329; P.L.23-1988, SEC.112; P.L.79-1998, SEC.23.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-9. Applicability of General Corporate Laws

Sec. 9. Business trusts and certificates of beneficial interests in business trusts are subject to all applicable provisions of law, relating to domestic and foreign corporations, respectively, with regard to the issuance and transfer of securities, merger into a domestic corporation, and the filing of required statements, reports and service of process.
Formerly: Acts 1963, c.353, s.9. As amended by P.L.34-1987, SEC.330; P.L.80-1989, SEC.16; P.L.226-1989, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-9.1. Adoption of Provisions of General Corporate Law

Sec. 9.1. (a) A business trust, by resolution of the trustees, may adopt a provision of law related to domestic and foreign corporations not listed under section 9 of this chapter.
(b) If a business trust adopts a provision of law under subsection (a), the business trust shall:
(1) file notice of the adoption in the office of the secretary of state; and
(2) record notice of the adoption in the office of the county recorder of the county in which the principal office of the business trust is located.
As added by P.L.226-1989, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-10.1. Biennial Report; Fee

Sec. 10.1. (a) As used in this section, “trust” means a:
(1) domestic business trust; or
(2) foreign business trust;
as defined in section 2 of this chapter.
(b) Each trust authorized to transact business in Indiana shall deliver a biennial report to the secretary of state for filing that sets forth the following:
(1) The name of the trust and the state or country under whose law the trust is created.
(2) The address of the trust’s registered office and the name of its registered agent at that office in Indiana.
(3) The address of the trust’s principal office.
(c) When a biennial report is filed, it must be accompanied by the following:
(1) A verified list of the names and addresses of the trustees of the business trust.
(2) Executed copies of all amendments to:
(A) the original trust instrument; and
(B) amendments to the trust instrument that:
(i) were adopted not later than December 31 of the preceding year; and
(ii) have not been filed under section 7 of this chapter.
(3) A fee of fifteen dollars ($15) per year to be paid biennially.
(d) Information in the biennial report must be current as of the date the biennial report is executed on behalf of the trust.
(e) The first biennial report must be delivered to the secretary of state in the second year following the calendar year in which a domestic business trust was created or a foreign business trust was authorized to transact business. The biennial report is due during the same month as the month in which the trust was created or authorized to transact business.
(f) Subsequent biennial reports must be delivered to the secretary of state every second year following the year in which the last biennial report was filed. The secretary of state may accept reports during the two (2) months before the month that they are due.
(g) If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting trust in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within thirty (30) days after the effective date of notice, it is considered to be timely filed.
As added by P.L.34-1997, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 1. Indiana Business Trust Act › 23-5-1-11. Surrender of Authority to Transact Business; Closing Out Business; Effect of Withdrawal

Sec. 11. (a) Any business trust, domestic or foreign, which has obtained authority under this chapter to transact business in Indiana may surrender its said authority at any time by:
(1) filing in the office of the secretary of state a file-marked copy of a resolution duly adopted by its trustees declaring its intention to withdraw, accompanied by a withdrawal fee of thirteen dollars ($13);
(2) recording a copy of the resolution described in subdivision (1) in the office of the county recorder of the county in which the principal office of said business trust in this state is located; and
(3) filing all biennial reports and paying all fees required by section 10.1 of this chapter and not previously filed and paid.
(b) During a period of five (5) years following the effective date of such withdrawal, the business trust shall nevertheless be entitled to convey and dispose of its property and assets in this state, settle and close out its business in this state, and perform any other act or acts pertinent to the liquidation of its business, property, and assets in this state, and to prosecute and defend all suits filed prior to the expiration of said five (5) year period involving causes of action prior to the effective date of such withdrawal or arising out of any action or transactions occurring during said five (5) year period in the course of the liquidation of its business, property, or assets. The withdrawal of a business trust as provided in this section shall have no effect upon any suit filed by or against it prior to the expiration of said five (5) year period until such suit has been finally determined or otherwise finally concluded and all judgments, orders, and decrees entered in the suit have been fully executed, even though such final determination, conclusion, or execution occurs after the expiration of said five (5) year period.
(c) With respect to a foreign business trust, withdrawal under this section shall not affect its written consent to be sued in the courts of this state, or the jurisdiction over public foreign business trusts of the courts of this state, with respect to any cause of action which arose prior to the effective date of its withdrawal.
Formerly: Acts 1963, c.353, s.11. As amended by P.L.34-1987, SEC.331; P.L.119-2015, SEC.30; P.L.136-2018, SEC.130.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-1. Formation of Association

Sec. 1. Any number of persons not less than ten (10) may voluntarily associate themselves by written articles, to be signed and acknowledged by them before some disinterested person authorized by law to take acknowledgment of deeds, specifying in the written articles the objects of the organization, the corporate name they may adopt, the amount of capital stock and numbers of shares into which the same shall be divided, the names and number of the officers to be elected to manage the business and prudential concerns of such association, the manner of their election, the name and place of residence of each member or stockholder, and, (if a stock capital is subscribed), the amount and number of shares subscribed by each.
Formerly: Acts 1875, c.5, s.1. As amended by P.L.136-2018, SEC.131.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-2. Purpose of Association

Sec. 2. Such association may be formed, either on the basis of capital stock or by requiring annual membership fees, for the purpose of maintaining boards of trade, commercial or real estate exchanges, chambers of commerce or other commercial organizations, under such name as the incorporation may see proper to adopt.
Formerly: Acts 1875, c.5, s.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-3. Filing and Recording Articles of Incorporation; Amendment

Sec. 3. Every such association shall file their articles of incorporation in the recorder's office of the county in which such association may be formed; and, upon the expense of filing and recording being paid, the recorder shall record the same in the miscellaneous book of records in the recorder's office, and such records, or a certified copy thereof, as against the subscribers of such articles of incorporation, shall be conclusive evidence of the matters and things recited in the records. Such articles may be amended from time to time in such manner as may be prescribed in the original articles of association; and amendments so made shall go into effect when filed and recorded in the recorder's office of such county. However, no such amendments shall be allowed or made which shall change the objects of any such association as defined in the original articles of association, nor add another and different object than those originally specified as required by this section.
Formerly: Acts 1875, c.5, s.3. As amended by P.L.136-2018, SEC.132.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-4. Rights, Powers, and Privileges of Associations

Sec. 4. Every such association shall, from the time such articles are filed in the proper recorder's office be deemed and held to be a corporation, and shall have and possess all the rights, powers and privileges given to corporations by common law; to sue and be sued; and to rent, lease, purchase, hold and convey such real and personal property as may be necessary and proper for the purpose of erecting and maintaining buildings thereon and to carry out the objects of any such corporation.
Formerly: Acts 1875, c.5, s.4; Acts 1913, c.295, s.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-5. Shares of Corporation

Sec. 5. Every such corporation may, at its discretion, divide its corporate property into shares and designate and prescribe the manner and under what conditions the said stock or shares thereof may be held, sold, transferred, conveyed, voted, retired, cancelled or forfeited.
Formerly: Acts 1875, c.5, s.5; Acts 1913, c.295, s.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-6. Officers, Directors, and Agents; Books and Records

Sec. 6. Every such corporation shall, in the manner specified in its articles of incorporation, elect such officers, directors and agents as may be necessary to carry into operation the objects of its organization. It may adopt and prescribe rules and by-laws for the government of its officers, directors, agents and members, and shall keep a record of its proceedings, and books in which shall be kept correct accounts of all receipts and expenditures of such corporation, and semiannually a balance sheet containing a full, true and complete account of all such receipts and expenditures, shall be made out, signed by the president, attested by the clerk or secretary and recorded in a book to be kept for that purpose, and such book, and all other books in which the accounts of such corporation may be kept, shall be, during business hours, open to the examination and inspection of the members thereof, and shall keep a corporate seal, and such records or copies thereof, duly signed by the president, and attested by the secretary or clerk under its corporate seal, and verified by the affidavit of such president or clerk thereto annexed, may be given and read in evidence in any court when the interests of such corporation are concerned.
Formerly: Acts 1875, c.5, s.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-7. Settlement of Disputes

Sec. 7. Every such corporation may adopt rules, by-laws and regulations relating to the arbitration and settlement of business controversies and misunderstanding between its members, and may appoint, annually, or oftener, committees to whom such disputes may be referred for settlement, and all arbitrations and settlements thus made, and the awards of such committees shall be final and binding upon the parties only who may have signed a written agreement to abide by such awards, and such corporation may expel any of its members for violations of its regulations, or for dishonorable transactions in business.
Formerly: Acts 1875, c.5, s.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-8. Violations; Penalties

Sec. 8. Any willful violation of any of the provisions of this chapter, by any association or corporation organized under or by virtue of this chapter, shall forfeit all rights of such corporation or association acquired under this chapter, and it may be proceeded against by information as, by law, in other cases provided.
Formerly: Acts 1875, c.5, s.8. As amended by P.L.34-1987, SEC.332.
2023 Indiana Code › Title 23. Business and Other Associations › Article 5. Other Business Associations › Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce › 23-5-2-9. Mutual Mortuary Benefits

Sec. 9. (a) This chapter shall not authorize the organization of any banking, insurance, telegraph, mining, manufacturing, warehouse, or transportation company, but any board of trade or other commercial organization organized under this chapter may create and operate among its members a system of mutual mortuary benefits and may raise the benefits, after the death of each member who is a subscriber to the mortuary benefit fund, by an assessment of not more than four dollars ($4) upon each living member for the benefit of the beneficiaries of such deceased member described in the articles of association or bylaws of the corporation or for the benefit of the beneficiaries named by the member conformably to the articles of association or bylaws.
(b) The corporation may make continued membership in the corporation itself, of a living member, conditional upon the member's paying such assessments promptly.
(c) The corporation shall only be liable to any beneficiary to the extent for the assessment in the beneficiary's favor that has been received by it, and the fund so collected shall not be depleted by any salary of officers or other expenses, but the whole thereof shall be paid to the beneficiary.
Formerly: Acts 1875, c.5, s.9; Acts 1901, c.191, s.1. As amended by P.L.34-1987, SEC.333; P.L.1-1989, SEC.47.